Guidance drafting (see Section 18 of SoPC4) as follows:

82.1 The Contractor represents and warrants to the Authority that at the date of the Contract the legal and beneficial ownership of the Contractor [and Holdco] is as set out in Schedule 6 (Contractor Warranted Data) and that [, other than any Shareholder pre-emption rights,] no arrangements are in place that have or may have or result in any sale, transfer or disposal of any legal, beneficial, equitable or other interest in any or all of the shares in the Contractor [or Holdco].

82.2 The Contractor shall inform the Authority as soon as reasonably practicable (and in any event, within twenty (20) Business Days) of any Change of Ownership occurring.

82.3 The Authority may, not more than twice in any Contract Year, or at any time when a Contractor Default is outstanding, request that the Contractor inform it as soon as reasonably practicable and in any event within twenty (20) Business Days of receipt of the Authority's request for details of any Change of Ownership.

82.4 The Contractor's obligations under Clauses 82.1, 82.2 and 82.3 above shall, except where a legal transfer of shares has occurred, be limited to the extent of the Contractor's awareness having made all reasonable enquiries.

82.5 The Contractor shall obtain the Authority's prior written consent (which may be given subject to conditions) to any Restricted Share Transfer of the Contractor [or Holdco]except that where any share transfer within limb (a) of the definition of Restricted Share Transfer arises as a consequence of the grant or enforcement of security in favour of the Senior Lenders over or in relation to any of the shares of the Contractor [or Holdco] such consent is not required.

82.6 No Change of Ownership may occur during the Lock In Period159.

82.7 Any Change of Ownership arising as a consequence of:

82.7.1 subject to Clause 82.5, the grant or enforcement of security in favour of the Senior Lenders over or in relation to any of the shares of the Contractor [or Holdco], provided that any document conferring security over any shares has been approved by the Authority (such approval not to be unreasonably withheld or delayed);

82.7.2 any change in beneficial or legal ownership of any shares that are listed on a recognised investment exchange (as defined in Section 285 of the Financial Services and Markets Act 2000); or

82.7.3 any transfer of shares in the Contractor [or Holdco] by [here insert name of parent company ("Parentco") of group of which Contractor or Holdco or relevant shareholder of Contractor or Holdco is a member] and/or an Affiliate of [Parentco] to [Parentco] and/or an Affiliate of [Parentco],]160

shall be disregarded for the purpose of Clause 82.6 above.

82.8 Where, during the Lock-in Period, the holder of any shares in the Contractor [or Holdco] is an Affiliate of [Parentco] and that holder ceases to be an Affiliate of [Parentco] it shall be a breach of Clause 82.6 if the shares held by that holder are not within 20 Business Days of that holder ceasing to be an Affiliate of [Parentco] transferred to [Parentco] or an Affiliate of [Parentco]161.

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159 The lock in period should not necessarily preclude transfers of equity by financial investors whose interest in the project is only through the equity or loan stock invested – Authorities to consider during detailed dialogue on a project specific basis.

160 Depending on the structure this Clause may need to be repeated for more than one shareholder of Contractor or Holdco.

161 Depending on the structure this Clause may need to be repeated for more than one shareholder of Contractor or Holdco.