Purpose

This report seeks approval from the Portfolio Holder for Finance and Resources to implement the recommendations set out in the Part II report SEC26-057, Establishment of New Council Owned Company, which was considered by the Shareholder Executive Committee on 14 October 2026. The Shareholder Executive Committee noted the proposals and rationale and recommended that the decisions set out in that report as amended be approved.

Decision

RECOMMENDATION

Following a recommendation from the Shareholder Executive Committee (SEC) at its meeting on 14 October 2026, the Portfolio Holder for Finance and Resources on behalf of the Executive,

Resolved That

1. the incorporation of a new private company limited by shares, wholly owned directly by Woking Borough Council, with the proposed name Middle Walk Woking Limited, be approved;
2. articles of association for Middle Walk Woking Limited which reflect the Council's role as sole shareholder and the governance arrangements used for Council-owned companies be approved;
3. the appointment of Helen Harvey as the sole director of Middle Walk Woking Limited at remuneration set out in the SEC report, with an anticipated initial requirement of five days and an estimated cost as set out in the SEC report, payable by the new company, be approved;
4. the acquisition by Middle Walk Woking Limited of the identified property interests currently held by ThamesWey Housing Limited, including the 47 residential units above Middle Walk by surrender of the head lease held by ThamesWey Housing Limited be approved;
5. consideration of the sum set out in the SEC report for the acquisition of the leasehold interests by Middle Walk Woking Limited from ThamesWey Housing Delegated Authority Decision — Creation of New ThamesWey Companies to Support the Sale of THL Limited, subject to confirmation by valuation and professional advice, to be satisfied through an equivalent reduction in the borrowing owed by ThamesWey Housing Limited to the Council rather than a cash payment to ThamesWey Housing Limited, be approved;
6. the future disposal of the 47 Middle Walk residential interests alongside the Wolsey Walk retail assets, either through an asset sale by Middle Walk Woking Limited or a sale of the Council's shares in Middle Walk Woking Limited, with the final route to be determined following legal, tax, valuation and commercial advice following, a recommendation from the Company, be approved in principle;
7. Middle Walk Woking Limited be authorised to enter into such arrangements as may be required to facilitate the management of the interests which will be acquired from THL;
8. Middle Walk Woking Limited be required to provide updates on the disposal of the assets to the Shareholder Executive Committee at its meetings;
9. the Monitoring Officer be authorised, in consultation with the Chief Executive and Section 151 Officer, and following receipt of appropriate legal advice to finalise and approve the articles of association and incorporation documents for Middle Walk Woking Limited;
10. the Strategic Director — Finance and Resources be authorised, in consultation with the Leader, Monitoring Officer the Chief Executive and the Strategic Director — People and Communities as appropriate, following a recommendation from Middle Walk Woking Limited and following receipt of necessary financial, legal and tax advice to determine the disposal route for the leasehold interests held by Middle Walk Woking Limited; and
11. the Strategic Director — Finance and Resources be authorised to take all necessary steps and enter into all necessary agreements to establish and fund Middle Walk Woking Limited (including the detailed accounting, funding, loan adjustment), and complete the subsequent asset or share disposal, provided the final terms remain consistent with the approvals, principles and financial parameters set out in this report.