Extraordinary Meeting of the Hawke's Bay Regional
Council
Date: Wednesday 13 February 2019
Time: 1pm
|
Venue:
|
Council Chamber
Hawke's Bay Regional Council
159 Dalton Street
NAPIER
|
Agenda
Item Subject Page
1. Welcome/Apologies/Notices
2. Conflict
of Interest Declarations
3. Confirmation of
Minutes of the Regional Council Meeting held on 30 January 2019
Decision Itemsp
4. Additional Council
Controlled Organisation to Support IPO Transaction Statement of Proposal for
Consultation 3
Decision Items (Public Excluded)
5. Confirmation of
Public Excluded Minutes of the Regional Council Meeting held on 30 January 2019 11
HAWKE’S BAY REGIONAL COUNCIL
Wednesday 13 February 2019
Subject: Additional Council
Controlled Organisation to Support IPO Transaction Statement of Proposal for
Consultation
Reason for Report
1. This report
asks Council to adopt the attached Statement of Proposal to establish a new
Council Controlled Organisation (CCO) to provide an efficient and effective
structure to facilitate a potential minority share issue of Port of Napier
Limited (Napier Port or Port).
2. The Council is
required under section 56 of the Local Government Act 2002 (LGA) to undertake
consultation before establishing a CCO.
3. The
consultation document has been subject to a legal and tax review to confirm the
document is fit for purpose.
Background
4. The need for
this consultation has arisen from the Regional Council’s ‘in
principle’ decision on 19 December 2018 to progress and refine an IPO
transaction. Part of designing an IPO transaction is to determine the
optimal structure to enable the most efficient offering of shares and the
ongoing operation of a publicly-listed company.
Scope of the Decision
5. The
Council’s preferred option in the Statement of Proposal is to establish a
new CCO, provisionally named “HoldCo”, to own shares in Napier Port
and to act as the listed entity for the potential IPO.
6. The Council
agreed its preferred option at its meeting on 30 January 2019, following advice
from PWC and Bell Gully on the range of options for the legal and tax
structures available.
7. The details of
the HoldCo option are compared in the Statement of Proposal against the status
quo option, which is for both Hawke’s Bay Regional Investment Company Ltd
(HBRIC) and Napier Port to sell shares.
8. As a result of
feedback received during the consultation, the Council may change its preferred
option.
Consultation Process
9. As noted above,
the establishment of a CCO requires consultation under section 56 of the LGA.
The Council has discretion under this section of the LGA to decide the form the
consultation takes.
10. The key dates for the
consultation are:
18 February 2019 Consultation
opens
1 March 2019 Consultation
closes
13 March 2019 (1pm) Set
aside for people to present their views in person
27 March 2019 Decision
made by the Regional Council
11. The Statement of Proposal
will be posted on the council’s website as soon as practicable after it
is adopted. The consultation will be advertised in Hawke’s Bay Today,
posted to social media and emailed to interested and affected parties via the
council’s “Stakeholder Update” and those who have registered
online for updates in relation to the IPO transaction.
12. The Council will invite
submissions and feedback over a period of two weeks. Submissions will then be
collated, heard and the final decision to establish a CCO made by the end of
March 2019. This timing aligns with the adoption of the LTP Amendment as
already consulted upon.
13. Legal advice received
considers that this relatively ‘streamlined’ consultation complies
with the LGA consultation requirements in light of:
13.1. the previous
consultation (Our Port – Have your say) undertaken, particularly
in relation to the assumption “The Regional Council retains the
ability to establish the appropriate structures to manage the transaction and
the Regional Council’s continued ownership position in the Port, such as
the possibility of creating new holding entities or corporate structures as
required”
13.2. the nature of the decision
(as a procedural step), and
13.3. the Council’s
discretion under the LGA.
Decision Making
Process
14. Council
is required to make every decision in accordance with the requirements of the
Local Government Act 2002 (the LGA). Staff have assessed the requirements in
relation to this item and have concluded:
14.1. The decision
does not significantly alter the service provision or affect a strategic asset.
14.2. The use of
the special consultative procedure is not prescribed by legislation but
consultation is required under section 56 of the LGA.
14.3. The decision
is not inconsistent with an existing policy or plan.
|
Recommendations
That
Hawke’s Bay Regional Council:
1. Receives and notes the “Additional Council Controlled
Organisation to Support IPO Transaction Statement of Proposal for
Consultation” staff report.
2. Agrees that the decisions to be made are in accordance with section 56 and 82 of the Local Government Act.
3. Agrees to the public consultation process as described above.
4. Adopts the Statement of Proposal as attached, for public
consultation.
|
Authored by:
|
Drew Broadley
Community Engagement and Communications
Manager
|
Desiree Cull
Strategy and Projects Leader
|
Approved by:
|
Jessica
Ellerm
Group Manager Corporate Services
|
James Palmer
Chief Executive
|
Attachment/s
|
⇩1
|
Statement of
proposal to establish HoldCo
|
|
|
