The State places significant emphasis on the reputation, experience and financial viability of the Equity Investors in any Project. It also evaluates the corporate structures of Respondents, and at Financial Close, the ownership structure for the Project is locked into place as set out in the Ownership Schedule.
The Ownership Schedule must identify Project Co, any other Project Entities, all Holding Entities between Project Co (and other Project Entities) and the original Equity Investors, including Designated Investors.
The State requires ongoing controls in relation to the Equity Investors and intervening Holding Entities which have invested in Project Co, whether directly or indirectly, and have Control over Project Co.
For this reason, Project Co is required to ensure that after Financial Close, no Group Member:
• changes the equity capital arrangements or holdings in any Project Entity;
• allows any changes to the equity capital arrangements or holdings of or in a Holding Entity;
• permits a Change in Control of a Consortium Member; or
• changes any trustee or manager of any Group Member,
unless the State gives its prior consent to such a Share Capital Dealing, the change is a Permitted Share Capital Dealing or is an on-market acquisition to which the State subsequently provides consent.
Where the State's consent is required, it may only withhold its consent to a Share Capital Dealing on specific grounds, where it is of the opinion (acting reasonably) that:
• a proposed new Equity Investor or Equity Investors (or any person that directly or indirectly Controls that new Equity Investor or Equity Investors):
- is or are not solvent and reputable; or
- has or have an interest or duty which conflicts or may conflict in a material way with the interests of the State; or
• the proposed Share Capital Dealing:
- is against the public interest;
- would adversely affect the ability or capability of a Project Entity to perform its obligations under any Project Document;
- could lead to a Probity Event; or
- would, in respect of a Change in Control of a Consortium Member (who is not an Equity Investor) result in the Consortium Member being Controlled by a person that:
• has an interest or duty which conflicts or may conflict in a material way with the interests of the State; or
• does not have a sufficient level of financial, managerial and technical capacity to deliver the Project;
- would have a material adverse effect on the Project; or
- would increase the liability of, or risks accepted by, the State under the State Project Documents or in any other way in connection with the Project.