Arlingclose Ltd Independent treasury management services Housing Delivery

Arlingclose Ltd: Independent treasury management services Housing Delivery Structures Mark Swallow 60 Moorgate London EC 2 R 6 EL Tel +44(0)8448 808 200 Fax +44(0)8448 808 205 www. arlingclose. com Registered Office Barclays Bank Chambers Stratford-upon-Avon CV 37 6 AH Registered in England No 2853836 Authorised and regulated by the Financial Conduct Authority No 417722 Arlingclose Limited provides independent advice

Local Authority Housing Residential housing is an obvious investment opportunity for local authorities — Meet social and policy objectives — Stimulate local economic growth — Direct financial return — Indirect financial benefits e. g. new homes bonus But there have traditionally been limitations and constraints — HRA ring fence: surpluses cannot be used to fund other services — HRA limit on indebtedness: limits/prevents debt-funded capital expenditure — Right to Buy: discounts can make debt-funded housing unviable — Partnership working usually means ceding some control over outcomes 1 Housing Delivery Structures Confidential - not for disclosure to third parties

Delivery Options – which one? Direct Development Local Authority Company HRA/GF? Reliance on Localism Act Partnership with RP Institutional Investor Special Purpose Vehicle Loan, Grant or Joint Venture? Long-term – between 30 to 40 years Legally robust structure What is the best structure/term? Accounting implications – on or off balance sheet? Risk and rewards of ownership How much control is retained? Can cost of finance compete with traditional sources Maximise financial benefit Impact of previous housing legislation Debt Cap? Tax, Audit, Governance and other issues Ability/Skills to deliver? Potential for legal challenge? − Selecting the right method is vital for the success of the housing delivery programme, there is no “one size fits all” approach and what has worked with one Council may not work with you. − Understanding the mechanics of each method of delivery, its impact on the Council over the short, medium and long term is vital. Investment in this analysis will ensure the right investment decision is made. 2 Housing Delivery Structures Confidential - not for disclosure to third parties

Wholly Owned Company Source of Funds PWLB/Cash/Loan Local Authority Local SPV Co. Interest Construction or Purchase Agreement Developer/Vendor Organisation Services 3 Housing Delivery Structures Confidential - not for disclosure to third parties Housing Management Agreement Housing Management Organisation

Wholly Owned Company – Risks!!!! • Power? General Power of Competence or 1985 Housing Act? • Key limitation of the General Power set out section 2(1) of the Localism Act 2011. “If exercise of a pre-commencement power of a local authority is subject to restrictions, those restrictions apply also to exercise of the general power so far as it is overlapped by the precommencement power”. • If the use of a wholly-owned subsidiary of a local authority is a mere device and is expressed as means to avoid the requirements of Part II HA 1985, then this would be vulnerable to challenge (Credit Suisse v Allerdale BC [1997] - Credit Suisse v Waltham Forest LBC [1997]). • Challenge will result in housing being accounted for within the HRA and tenants being granted the Right-to-Buy. • Government policy unclear of the use of W. O. C. structures. • Have all the costs been taken into account – MRP – State Aid Etc? • Alternative options exist which can protect against potential challenge. 4 Housing Delivery Structures Confidential - not for disclosure to third parties

Special Purpose Vehicle Source of Funds PWLB/Cash/Loan Ultimate Parent Non-Recourse Share Security Company Management SPV Parent Co. Loan Local Authority Local SPV Co. Interest & Covenant Construction or Purchase Agreement Developer/Vendor Organisation Services 5 Housing Delivery Structures Confidential - not for disclosure to third parties Housing Management Agreement Housing Management Organisation

Key Features of the Loan Agreement Loan Facility — Maximum sum, repayment terms, etc — State aid compliant interest rate — Net income paid as loan interest excess income covenanted to local authority Obligations on the SPV — To use the loan proceeds only to buy/build/manage homes in the local area — To provide housing that meets local housing need — To make regular, detailed reports to the LA Local Authority rights in the event of default — Exercise an option over the shares of the SPV parent — Take ownership of the SPV’s assets via the debenture — Step-in to the project agreements 6 Housing Delivery Structures Confidential - not for disclosure to third parties

Summary of Legal Opinion Proper use of LA powers — Contract with the SPV using the power to invest and the general power of competence Not vulnerable to a successful challenge — SPV is not a device to circumvent Housing Act obligations — More robust than a wholly-owned subsidiary structure Loan to SPV can satisfy the CLG Investment Guidance — Due to asset security, state aid compliant interest rate and profit share mechanism Public Contracts Regulations need not apply — Competition is absent for technical reasons, subject to VEAT notice — SPV will not be a body governed by public law SPV will not be a LA controlled company — LA should not appoint a director to the Board 7 Housing Delivery Structures Confidential - not for disclosure to third parties

Funding Options – Sources, Risks and Impact Funding Options Risks Balance Sheet Impact • Internal borrowing • Interest rate • On/off balance sheet? • PWLB loans • Re-financing • GF/HRA? • Institutional finance • Inflation (link to rents) • CFR impact & debt cap • LA guarantee • Accounting/Regulatory • MRP implications 8 Housing Delivery Structures Confidential - not for disclosure to third parties

Have You Considered Everything? 9 Housing Delivery Structures Confidential - not for disclosure to third parties

Summary • Housing is a key policy objective for local government. • Investment returns appear attractive and social objectives are also met. • W. O. C. structure appears to be the favoured option. • Risks associated with the accounting and Right-to-Buy. • Alternative options exist – Have you considered them all? 10 Housing Delivery Structures Confidential - not for disclosure to third parties