Minutes:
20.1 Purpose
The Chairman explained that the purpose of the item was to consider and, if deemed fit, approvethe subscription of a share in LGAP following its re-registration as an unlimited company with share capital, and the transfer of its business together with its assets and liabilities to the new incorporated Local Government Association (the Company).
This is the next stage in the restructure of the Company and its supporting companies, in accordance with the resolution passed by the General Assembly on 4 July 2017, in the interests of its membership.
20.2 Subscription and Resignation
The Chairman reported that:
§ Following re-registration, the Local Government Association (Properties) Unlimited (LGAPU) intends to issue an ordinary share in LGAPU, having a nominal value of £1.00 (the Share) to the Company.
§ The Company intends to submit an application to subscribe for one share (the Subscription) at a price of £1.00 per share in the capital of LGAPU. The Directors of LGAPU have authority pursuant to section 550 of the Companies Act 2006 and the Articles to issue and allot the share.
§ Upon the share being issued to the Company, old LGA will cease to be a member of LGAPU. A notice of resignation has been submitted to LGAP to that effect. The notice of registration will become effective with effect from the date and time at which the Company is admitted as a shareholder of LGAPU, following its re-registration as an unlimited company with a share capital.
20.3 Hive up and Dissolution
The Chairman further reported that:
§ As the next stage in the wider restructuring of the LGA, it is proposed that the entire business of LGAPU, together with its assets and liabilities, is transferred to the Company. The consideration for the transfer is the assumption by the Company of all of the LGAPU’s past, present and future liabilities. A draft form of agreement documenting the terms of the transfer is appended to this report.
§ Following the Hive Up there will be no further use for LGAPU and it is proposed to proceed, as soon as permitted, to the Dissolution.
§ Pursuant to section 1004 of the Companies Act 2006 an application must not be made if at any time in the previous three months LGAPU has:
o changed its name;
o traded or otherwise carried on business. This does not apply by virtue only of the fact that the Company has made a payment in respect of a liability incurred in the course of trading or otherwise carrying on business;
o disposed for value of property or rights that, immediately before ceasing to trade or carry on business, it held for the purpose of trading or otherwise carrying on business; or
o engaged in any other activity, except one which is necessary or expedient for the purpose of:
o making the application or deciding whether to do so;
o concluding the affairs of the Company (for example, registering a transfer of the company's shares or receiving a payment of a debt); or
o complied with any statutory requirement.
§ The earliest point when the Dissolution could occur would be three months after completion of all actions pursuant to the Hive Up.
Having carefully considered their obligations pursuant to section 172 CA 2006, the Board passed the following resolutions - that:
· An application for the subscription for one fully paid up share of £1.00 in the capital of Local Government Association Properties Unlimited (LGAPU) be made;
· The transfer of LGAPU’s business together its assets and liabilities to the Company (the Hive Up) be and is approved;
Any Director and the company secretary be and is/are authorised to do all such acts and things and agree and execute on behalf of the Company all such other documents to which the Company is a party and all other documents as may be required and generally to sign all such certificates and notices and other documents as may be required, subject in each case to such amendments as those executing the same on behalf of the Company think fit in connection with the subject matter of these minutes.