Issue - meetings

To consider any exempt information in relation to shareholder actions for Pathway For Care Limited.

RESOLVED that the exempt information in relation to the Shareholder Actions, Pathway for Care Limited report be noted.  

RESOLVED that the exempt information in relation to the Shareholder Actions, Pathway for Care Limited report be noted.

RESOLVED that:

1)        John Jory, Director of Pathway for Care Limited, be authorised to approve the sale of Pathway for Care Limited’s 70 A Ordinary shares from Fairhome Care plc as set out in the exempt Part 2 section of the agenda. 

2)      The Head of Legal and Governance be authorised to investigate the possibility of creating a Community Benefit Society, as set out in the exempt Part 2 section of the agenda, and to assess whether this would be worthwhile for the Council.

Councillor T Archer, Executive Member for Investment and Companies (Chairman) introduced the report which explained the history of Pathway for Care and its relationship with the Council and the intention to transfer ownership of the shares currently owned by Fairhome Care plc. 

The Sub-Committee discussed the potential sale of Fairhome Care plc’s shares in Pathway for Care and enquired if the Council’s £1.1m preference shareholding in the Company would also be transferred and honoured.  The Sub-Committee also requested assurances that, following the share sale, Pathway for Care or the Council would not be liable for any debt owed to Fairhome Care plc; and whether Pathway for Care would have the right to transfer the existing leases and tenancies from the existing Housing Associations to a new Community Benefit Society or Housing Association.

Mr J Jory, Chief Executive Officer, confirmed that the Share Transfer Agreement should contain the required assurances and this document would be reviewed before the share sale could proceed.

The report noted that the transfer of shares was expected to take place on 31 August 2019, however it was confirmed that the transfer of shares had not yet taken place as shareholder written consent was required.

RESOLVED that:

1)        John Jory, Director of Pathway for Care Limited, be authorised to approve the sale of Pathway for Care Limited’s 70 A Ordinary shares from Fairhome Care plc as set out in the exempt Part 2 section of the agenda.

2)      The Head of Legal and Governance be authorised to investigate the possibility of creating a Community Benefit Society, as set out in the exempt Part 2 section of the agenda, and to assess whether this would be worthwhile for the Council.

Reason for decisions

(i)        The CVESC were asked to authorise John Jory, Director of Pathway for Care Limited, who would be representing RBBC as shareholder, to approve the sale of the shareholdings in Pathway for Care Limited as set out in the exempt Part 2 section of the agenda, to allow Pathway for Care Limited to continue to provide supported living services.

(ii)       The CVESC were also asked to authorise the investigation of creating a Community Benefit Society as set out in the exempt Part 2 section of the agenda, as a Community Benefit Society had the potential to support the Council’s investments.

Alternative Options: To authorise Mr J Jory to approve the sale of Pathway for Care Limited’s shares from Fairhome Care plc and to take no steps to investigate the CBS/Housing Association option; or to do nothing.