Badger BC. Investments Ltd. Business Plan A wholly owned subsidiary of Broxbourne Borough Council

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1 Badger BC Investments Ltd Business Plan A wholly owned subsidiary of Broxbourne Borough Council

2 Contents Summary 3 Governance and management structure 4 Rights, obligations and decision making 5 Transfer of assets and sites 6 Property management and lettings 8 Financial analysis 9 2

3 Summary Central Government funding for local authorities has reduced significantly in recent years and this trend is set to continue into the foreseeable future. Broxbourne Council believes that it is best placed to deliver services to local people and therefore, in order to protect these services, Broxbourne has set itself an ambition to be self sufficient by As part of this programme, the Council has decided to expand its existing portfolio of property investments into the residential sector. In order to do so, it was decided in September 2013 to incorporate Badger BC Investments Ltd (the company), a new subsidiary company wholly owned by the Council. The company is limited by share capital of which 100% is owned by Broxbourne Borough Council. The Council therefore has ultimate control over the company and its directors. In addition, given the significant demand for new homes in the Borough of Broxbourne, establishing a property company offers the Council more opportunity to ensure that housing is available which supports the Council s wider economic ambitions, for example by providing housing for key workers. The Council will also be able to more easily influence the quality of accommodation available for private rent through the company s landlord responsibilities. The company will invest primarily, but not necessarily exclusively, in a variety of residential properties where it is in the company s commercial interests to do so and which maximises the return for the Council. This will involve the acquisition of existing flats or houses, buildings which could be converted to residential use and the development of sites for residential purposes. This business plan sets out the governance structures under which the company will operate. A separate agreement has been drawn up setting out the rights of the Council and how it can exercise those rights. This plan will be refined and updated regularly as the company develops and it will be approved by the Council s Cabinet. 3

4 Governance and management structure There are certain legal requirements that will apply to the company, some of which apply to companies generally, such as the obligation to file annual returns and annual accounts and some of which apply to local authority controlled companies. Whilst ultimate control of the company rests with the Council, the board of directors will determine governance arrangements, on a day to day basis, including membership of the board. As a minimum one director and one company secretary are required to run a company. However, the Badger BC Investments Ltd board of directors will initially consist of two members of the Council and three officers. Non-executive directors may also be appointed to the board to provide commercial expertise from within the field that the company will operate. Initially the company will not employ any staff but will acquire expertise from the Council for which it will reimburse the Council the full cost. 4 Any information technology (IT) support required by the company will also be obtained from the Council and the full cost of this provision will be reimbursed to the Council. Any new IT applications that the company identifies will be procured through the company but will be hosted on the Council s IT platform. Financial reporting will be carried out using the Council s e5 system with the appropriate financial structures being established to allow group accounting.

5 Rights, obligations and decision making The company will be required to comply with all laws governing private limited companies such as the Companies Act 2006 and additionally with the regulatory regime for local authority companies under the Local Government and Housing Act 1989 and other laws. All decisions regarding business development and any consideration of commercial opportunities will be a matter for the board of directors of the company. All day to day operational activities of the company, development and implementation of procedures and the development of business opportunities will rest with the board of directors. However, the Cabinet on behalf of the Council, as the shareholder, would be required to approve any decisions which would have an effect on the shareholder s rights. The Council, as the sole shareholder, has the power to remove a director from office or change the name of the company. Although in general, the shareholder s only role is to ensure that the directors do not go beyond their powers. The board of directors will consider the business cases which identity sites for possible development, development sites for acquisition, ready to let sites, or ready to let with some refurbishment needed and the board will decide whether or not to pursue these proposals. Once the business case has been approved by the board they will oversee the business development and progress of the individual projects. 5

6 Transfer of assets and sites Any land or buildings transferred into the company from the Council will be treated as an arm s length disposal of assets by the Council with the company acquiring these at market value. This will be based on boroughwide data on land values and independent valuations will be undertaken. Initially, development will be carried out on Council owned sites, but it is anticipated that the company will also identify and acquire its own sites for development subject to obtaining the necessary approvals and carrying out due diligence. Construction will be carried out by suitably qualified contractors. All properties provided by the company will be let at market rents and reflect any market variation in rents across the Borough, unless the property is let to key workers, in which case the board will determine the rent to be charged in consultation with the Council s housing officers. The company will seek development opportunities from the open market as well as acquiring development sites, at market value, from the Council. The Council s Borough Management Team (BMT) has identified the following potential sites for development by the company: Clyfton Close Walton Road Wormley Community Centre No. of 1 bedroom flats N/A 4 5 Estimated income per flat (per month) N/A No. of 2 bedroom flats 3 1 N/A Estimated income per flat (per month) N/A No. of 2 bedroom maisonettes 1 N/A N/A Estimated income per maisonette (per month) 850 N/A N/A Estimated started date April 2014 June 2014 September 2014 Estimated time to completion (months) Estimated completion date January 2015 May 2015 June 2015 Estimated build costs* 677, , ,000 *Construction costs include site acquisition costs, planning fees, design costs and building costs. 6

7 Development for each site already identified and for all future sites will include the following stages: Stage 1 The board of directors will approve the principle of the development of the Council s land by the company, or approve a non-council owned site for acquisition. This enables the company to start incurring expenditure in working up the development scheme and to procure the site. Stage 2 The company approves the designs and submissions of planning applications together with seeking tenders for construction. At this stage the company will also obtain any other permission it may need relating to the development or acquisition of the site. Stage 3 The directors of the company consider and approve the final scheme proposals including construction cost estimates. The company will be supported in setting up the required contracts by Council staff. Stage 4 The directors of the company make sure the scheme is progressing as planned, should any significant change materialise this will be considered by the directors. Stage 5 The Council will be engaged to market the completed property. 7

8 Property management and lettings Initially, Council officers will manage the company s properties and the company will reimburse the Council for this service. Therefore management and maintenance costs will reflect industry normal rates and it is important that the Council is paid on a full commercial basis for the services it provides to the company. When each new build project has been substantially completed and following the issue of a building control completion certificate, all the company s properties will be marketed and maintained by the Council including properties acquired directly by the company. However, as the company grows, a management company will be employed to manage the properties on behalf of the company. The Council will arrange viewings for the properties, credit check potential tenants, issue tenancy agreements on assured shorthold tenancies and manage the handover at the start and end of each tenancy and prepare the property ready for a new tenant. 8

9 Financial analysis The company will initially be funded by way of a loan or loans of up to 5 million from the Council. Legal advisors have drafted a loan agreement which will be signed by both parties. The loans, granted in the initial years of trading, will be repayable over 40 years at an initial 5.4% interest per annum. The interest rate will be reviewed and market tested for each new loan granted to the company. The interest rate of 5.4% is the current indicative market interest rate; it is based on the average interest available from the following lenders: Lender Indicative% Public Works Loan Board 4.5% Lender A (High Street bank) 4.6% Lender B (High Street bank) 4.9% Lender C (High Risk lender) 5.6%-6.9% Arlingclose Ltd 5%-6% Average 5.4% It is important that where the company uses any Council resources this is identified and paid for on a full commercial basis. Therefore all cost estimates will include time spent, on company business, by the directors and any ad-hoc support received by the company. The table below provides an indicative profit and loss account for the company: 2014/ / / / /19 Expenditure Support Costs (Council recharge) 37,166 37,724 38,289 38,864 39,447 Income Rental income 0 (59,400) (161,300) (166,100) (181,200) Gross income 37,166 (21,676) (123,011) (127,236) (141,753) Financing costs 105, , , , ,095 Net loss 142, ,574 33,454 25,044 6,342 A prudent allowance informed by the Council s experience of debt management and void periods has been allowed for. An amount has been included to cover accounting, insurance and other central support costs which will be paid to both the Council and third parties. The company is likely to appoint the Council s external audit company as its own external auditor. All profits created by the company will either be reinvested in the company or paid to the Council by way of a dividend, for the Council to use to support its many and varied services. The company may also use the profits generated to repay the loans over a shorter period of time; this will also reduce the interest payments it has to make. 9

10 A range of sensitivities has been undertaken on the basic financial model. These sensitivities consider only the impact of downside movements on key input variables against the key metrics as follows: Sensitivity Acquisition and build costs +5% Operating costs -5% Rent Inflation 0% Interest cate to company +0.5% General inflation +2% When each site is brought forward for consideration there will be an evaluation of the key assumptions informed by historic and current data. This should provide further confidence regarding the viability of that site, the business case for the company and the general fund impact for the Council. 10

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