Decision Maker: Cabinet

Outcome: Recommmend Forward to Council

Is Key Decision?: No

Is Callable In?: No

Date of Decision: February 25, 2026

Purpose:

Content: Decision   RESOLVED that:   1.1) Cabinet resolves to establish a company limited by shares to act as the strategic owner of the Elstree Immersive Experience and Borehamwood & Elstree Film and TV Heritage Centre and delegates the power to promote the company to the Chief Executive and the Assistant Director - Legal & Democratic Services in consultation with the Leader of the Council. 1.2) That the Cabinet agrees that company established in accordance with recommendation 1.1 above shall:-   1.2.1 be called the Elstree Immersive Experience Limited; 1.2.2 have the Civic offices as its registered office;   1.2.3 have an initial share capital of 100 share each with a nominal value of £1 (one pound ) 90 of which shall be issued to the Council as non-paid up shares with 10 shares reserved for an appropriately constituted CIC. 1.2.4 adopt the ‘Model’ Articles of Associations for companies limited by shares as set out in Table A to the Companies (Model Articles) Regulations 2008 subject to such of the modifications thereto set out in the draft Articles of Association at Appendix 2 to the officer’s report as the Assistant Director-Legal & Democratic Services considers necessary or expedient to protect the Councils interests; 1.2.5 have a Board of Directors comprised of eight non-executive directors and an executive (managing) director with quorum and meeting requirements as set out in the Articles of Association (Appendix 2) ; 1.2.6 confer on the Council the right to appoint five non-executive directors who shall be members or officers of the Council, and one independent non- executive director, confer on Elstree Film Studios Limited and the Education partner the right to appoint one non-executive director each and confer on the Board of Directors the right from time to time to appoint a managing director subject to the prior approval of the Council.   1.3) That the Cabinet requests the Council to nominate the five Council non- executive directors to the Board of Elstree Immersive Experience Limited whose appointment shall take place immediately following the establishment of the company and its registration at Companies House.   1.4) That in order to progress the expedition of this project, the Cabinet requests the Council to agree that the Board of Directors of Elstree Immersive Experience Limited be authorised to appoint an interim managing director for a fixed term not exceeding 12 months without the prior approval of the Council, provided the remuneration for such person does not exceed £100,000 per annum.   1.5) That the Cabinet instructs the Assistant Director - Legal & Democratic Services in consultation with the Chief Executive and Leader of the Council to procure the drafting of:-   1.5.1 a CIL Grant Agreement, to be entered into by the Council and Elstree Immersive Experience Limited relating to the drawdown and deployment of the CIL grant funding approved for this project by the Council on 26 November 2025, the terms of such agreement to include provisions for the monitoring of the expenditure of such funding and for the recovery of any monies that are not expended in accordance with the CIL Grant Agreement ; 1.5.2 a Working Capital Loan Agreement to be entered into by the Council and Elstree Immersive Experience Limited to regulate the drawdown of the working capital loan approved by the Council on 26 November 2025; 1.5.3 a Shareholder Agreement to be entered into by the Council and Elstree Immersive Experience Limited setting out the respective rights and obligations of the parties (noting that Reserved Matters requiring Council shareholder approval are set out in Schedule 1 to the Articles of Association at Appendix 3) ; and 1.5.4 a Collaboration Agreement to be entered into by the Elstree Immersive Experience Limited and an Education Partner to regulate the commercial relations between the parties including the use that the company will make of proprietary hardware and software owned by Education Partner in the delivery of an immersive experience.   Reasons for decision   To enable the Cabinet to establish EIE as a company limited by shares and recommend to Council the appointment of five members and/or officers to the Board of Directors of EIE in order to progress to the delivery phase of the Elstree Immersive Experience project.   To instruct the officers to secure the drafting of the agreements necessary to support the good governance and effective delivery of the Elstree Immersive Experience project.   Alternative Options Considered   Not to proceed with the formation of Elstree Immersive Experience Limited: This was not recommended as the principle of the delivery of an Immersive Experience in Borehamwood has already been agreed by the Council on 26 November 2025 when it approved a working capital loan of up to £330,000 and CIL grant funding of up to £2 million to deliver the project. The formation of the company and the appointment by the Council of sufficient non-executive directors to activate the company are essential pre-requisites to the delivery of the project.