Termination of the Loan Agreement

At financial close, the Project Company signed a loan agreement with a syndicate of banks to secure the financing necessary to complete construction of the project. A bespoke financing arrangement was provided to complete construction of the sectors whereby, once each sector was certified as complete, the liability for the repayment of the associated debt was transferred to the Procuring Authority under a sale of receivables model. The arrangement was for the Procuring Authority and landowners to then make regular payments over a 20-year period to pay off the debt. Operational revenue for the Project Company was to be generated from the tariffs charged to landowners who used the irrigation system.

During the Global Financial Crisis of 2007, the investment rating of the Regional Government of Catalonia was downgraded to junk status, and consequently the lenders terminated the loan agreement in 2012. The national government had a scheme at that time which allowed regional governments to borrow at a low interest rate. The Regional Government of Catalonia took advantage of this scheme to pay off all outstanding debt to the lenders, which was approximately €300 million.

When the loan was terminated, there were some sections of work which were still in construction, and hence the debt had not yet been passed to the Procuring Authority, as required by the bespoke financing arrangement described above. The Project Company absorbed the construction costs of these unfinished parts of the irrigation system and they are yet to be refunded by the Procuring Authority.

Since the termination of the Project Company's loan agreement, the Procuring Authority has been paying for the construction directly. The Project Company now acts as a project manager for the design and construction by subcontracting out the work for each of the sectors. It is then reimbursed for the work carried out. This is similar to how the Project Company managed construction prior to the termination of the loan agreement, and there was no change in the construction contractor. Under the new arrangements, the Project Company takes limited risk for the design and construction, as the Procuring Authority assumes liability for all construction works, together with landowners joining the irrigation system and taking the responsibility for the irrigation works on their own land. The original arrangements remain in place from an operational perspective with the Project Company generating operational revenue entirely from landowners.