Content Headings

Key Issues

Example clauses

Notes and References

Change of control

As the concessionaire is likely to be a special purpose vehicle (SPV) incorporated specifically for the project, the government in granting the concession is relying on the reputation, resources and commitment of the sponsors (stakeholders in the SPV).  Therefore it is important to ensure that the sponsors remain committed and in control of the SPV vehicle.

On the other hand, any prohibitions on the changes in ownership structure need to be realistic, commercial and flexible given the long life of the concession.

Alternative 1

Subject to Clause [ref], prior to the expiry of a period of twelve (12) months commencing on the Actual Completion Date, no Change in Control in any or all of the shares in Concessionaire (or any company of which Concessionaire is a subsidiary excluding public quoted parent companies whose equity securities are listed on a recognised investment exchange as defined in [to provide])) shall be permitted without the prior written approval of the Authority.

Subject to Clause [ref], the conditions and restrictions in Clause [ref] shall not apply to a Change in Control in any shares in Concessionaire held by any Third Party Shareholder.

No Change in Control (at any time) in any or all of the shares in Concessionaire (or any company (other than a public quoted company whose equity securities are listed on a recognised investment exchange, as defined in [to provide]) of which Concessionaire is a subsidiary) shall be permitted without the prior written approval of the Authority where the person acquiring control is a Restricted Person

See SOPC Section 17.

Alternative 1 adapted from Department of Health (UK), Standard Form Project Agreement Index reference A1 Folder 1.

Alternative 2

The Concessionaire shall ensure that:

(a)  the Promoters/Consortium holds not less than 51% of its paid up equity capital until 3 years after COD and not less than 26% of its paid up equity capital during the balance Operations Period. 

(b)  M/s _________ ["Lead Member"] holds at any time not less than 51% of the Consortium's holding in the paid up equity capital of the Concessionaire.

Alternative 2 adapted from Concession Agreement for Colombo Kathunayake Expressway Project (note confidential), index reference A2, folder 1.