Purpose

To consider a report which sets out the finalisation of the decision making process for the council itself and as a member of MGC LLP to approve the National Housing Bank Limited loan facility to MDV LLP to support the delivery of infrastructure at Manydown North.

Decision

That the Director of Regeneration in exercise of the delegations to her under the Leader’s Decision of 26 March 2026 and confirmed by the Leader’s Decision of 3September 2026 and having consulted with the Cabinet Member for Major Projects and Business Engagement, Corporate Programme Director Manydown and Chief Operating Officer MGC LLP, Chief Finance Officer, and Head of Law and Governance and Monitoring Officer and having noted the key issues for consideration set out in the confidential report at Appendix A (Gateway Report) and having noted the external legal advice, gives her approval that the Council on its own behalf and as a member of MGC LLP and where MGC LLP is acting as a member of MDV LLP enters into the relevant finalised documentation listed at Appendix 7 so that:

1. MGC LLP as a member of MDV LLP, enters into the National Housing Bank Limited Loan Facility Agreement, the Deed of Variation of the MDV LLP Members Agreement a the Deed of Amendment and Restatement of the MDV Members’ Agreement Deed of Guarantee, the Third Variation to the Development Agreement and the Collateral Agreement to the Development Agreement, Second Variation to the Land Agreement, the Direct Agreement, and associated security/finance documents, including intercreditor agreements, assignments of member’s interests to NHB and a debenture, in respect of the Development Site at Manydown North and collateral warranties from each material contractor in favour of NHB.
2. .the Council, as a member of MGC LLP grants a first ranking legal charge to the National Housing Bank Limited over the Development Site.
3. the Council, as a member of MGC LLP enters into:

a.   the Direct Agreement with the National Housing Bank.

b.   the Deed of Variation to the MGC LLP (TopCo) Members Agreement.

c.   the Second Deed of Amendment and Restatement to the MGC LLP

(TopCo) Members Agreement.

d.   the Assignment of members’ interest in Agreements to the National Housing Bank.

e.   the Third Variation to the Development Agreement and the Collateral Agreement to the Development Agreement.

f.    Second Variation to the Land Agreement.

g.   the Second Deed of Amendment and Restatement relating to the MDV Members’ Agreement Deed of Guarantee.

h.   the Deed of Guarantee in respect of the MDV Members’ Agreement.

i.     the Senior and Junior Intercreditor Agreements.

j.     All Collateral Warranties in favour of NHB.

k.   All Notices in relation to the Facility Agreement in favour of NHB

l.     Legal charge

1. that the Council on its own behalf enters into the:

a.   Direct Agreement

b.   Senior and Junior Intercreditor Deeds

c.   Third Variation of the Development Agreement

d.   Collateral Agreement to the Development Agreement

e.   Second Variation to the Land Agreement

f.    Deed of Amendment and Restatement to the MGC LLP (TopCo) Members Agreement.

g.   MDV Members Agreement

h.   the B Loan Note Legal Mortgage

i.     the B Loan Note Debenture

j.     the C Loan Note Legal Mortgage

k.   the C Loan Note Debenture

l.     the D Loan Note Legal Mortgage

m. the D Loan Note Debenture

1. To complete all necessary Land Registry registrations and Companies House application

Reasons for the decision

The loan facility will ensure that MDV LLP has appropriate financial facilities to plan for and deliver the infrastructure and services to deliver the first 3,520 homes on Manydown.

Alternative options considered

To do nothing and not to approve the Loan Facility agreement. This is not

recommended as it would require MDV LLP to consider alternative commercial lending facilities which may be less financially attractive, less flexible and would now increase overall project costs. It may also delay the progress of commencing some of the infrastructure works resulting in increased project costs.