2.25 Laser was a special purpose company originally staffed by four part time, non-executive directors and a full time general manager. Under the fixed price design and build contract, JLC Ltd agreed to pay Laser liquidated damages for delays, but otherwise (except for enforcement of its contractual rights) Laser had no other means of commercial control over its contractor. Only after the signing of the Supplemental Deed, did Laser take on some project management responsibility, which it exercised by arranging for Serco Limited to project manage construction activities after JLC Ltd had handed over modules completed under the terms of the deed.
2.26 Serco Group plc, as co-owner of Laser, stood to lose its equity investment of £2.2 million if the project failed. The company was clearly aware of the delays and the reasons for them, but it had no direct contract with JLC Ltd. Therefore, Serco Group plc's influence over JLC Ltd was too remote to influence corrective action.
2.27 The Lenders' loans were exposed to project risk. However, the Lenders could not, without breaching their contract with Laser, interfere with Laser's execution of the project. Initially, the Lenders received monthly reports from their technical adviser and Laser. After John Laing plc threatened to leave the project in autumn 2001, the Lenders increased their scrutiny of the project. Being aware of the true complexity of the project, the Lenders decided against stepping-into the contract and replacing Laser. Moreover, through to 2004, their revised models of the project continued to indicate that Laser would repay the debt, albeit later than planned.