2.1.2.1  General principle

There are a number of definitions that relate to entities involved with the Project. Different clauses and regimes under the PV Standard Project Deeds apply to different entities.

Diagram 1 below shows the interrelationship between the different entity definitions.

Diagram 1

•  Project Co: The entity that will carry out the Project and is the counterparty to the State under the Project Deed. Project Co will always be a special purpose vehicle, but may be a corporate entity, a corporate trustee of a trust or a partnership of corporate entities and/or trusts.

•  Project Entity: The entities that will be treated as a 'Project Entity' will be determined by the Successful Respondent's financing structure. It will comprise Project Co and any separate borrower under the Finance Documents and, where relevant, any entity through which the borrower on-lends the finance to Project Co. If Project Co directly borrows finance under the Finance Documents with third party Financiers, the definition of 'Project Entity' will not be required in the Project Documents.

•  Group: This definition will be tailored to reflect a Successful Respondent's corporate structure. It will include Project Co, any other Project Entity and each Holding Entity.

•  Holding Entity: This definition will be tailored to reflect the Successful Respondent's corporate structure and is intended to capture each company and/or trust which, directly or indirectly through a chain of holding entities, holds issued shares or units in the Project Entities, but excludes the ultimate Equity Investor/s. The PV Standard Project Deeds define Holding Entity as each entity which directly or indirectly holds shares or units in Project Co and which is not itself wholly owned. The standard definition will therefore exclude any entity through which multiple Equity Investors hold their interest in Project Co. The standard definition will require amendment if the Successful Respondent's corporate structure includes multiple levels of holding entities, or there is a single Equity Investor (to exclude the ultimate Equity Investor from the definition) or where there is no single entity that holds 100 per cent of Project Co (e.g. where Project Co consists of a partnership of multiple entities each of which is separately owned). In such cases, the standard definition will need to be amended and the relevant Holding Entities will be identified by reference to the Ownership Schedule as at Financial Close. Project Co may only change the corporate structure set out in that Ownership Schedule with the State's prior consent as part of a relevant Share Capital Dealing. In that case, the State's consent will need to include a replacement Ownership Schedule that reflects any changes to the Holding Entities arising from the Share Capital Dealing. 

Also see section 2.11 on subcontracting entities.