Purpose

The authority applies to the release of WBC’s security over THL required to complete the approved share sale and ensure that the security does not remain with or transfer with THL to the purchaser.

Decision

The Strategic Director of Finance and Resources Resolved That:

1. The release of the debentures and associated fixed and floating security granted by THL in favour of WBC, following completion of the sale of THL, be approved;

2. It be determined that the release must not take effect unless and until the Council has received satisfactory evidence of the sale, including executed sale documentation or other evidence considered sufficient by the Council, confirmation of the final consideration and a completion statement identifying the proceeds payable to WBC;

3. It be determined that the release must not take effect unless and until the Council’s Section 151 Officer, or an officer authorised by the Section 151 Officer, has confirmed in writing that all sale proceeds due to WBC have been received as cleared funds in the Council's nominated bank account and have been applied, or are available to be applied, in accordance with the Council’s requirements;

4. Legal Services be authorised to agree the final form of the release documentation in advance of completion and to hold that documentation to order and take all necessary steps to implement the decisions in recommendations 1-3; and

5. It be noted that this authority is conditional on completion of the THL sale and receipt by WBC of the sale proceeds due to it, and does not authorise the release of any WBC security over another company, asset or obligation unless expressly required by and documented as part of the approved THL sale.

Reasons for the decision

The approval is intended to provide potential purchasers with certainty that WBC’s debentures and associated security over THL will be released at completion and will not remain in place or transfer with the company. This will take effect on completion of the sale and the Council’s Section 151 Officer, or
an authorised officer, has confirmed that all sale proceeds due to WBC have been received in the Council’s nominated bank account as cleared funds.

Alternative options considered

N/A