I propose to take Questions Nos. 128 and 129 together.
National Broadband Ireland (NBI) is a new entity established by the bidder Granahan McCourt for the purposes of delivering the NBP. The equity of NBI will be invested via a holding company as would be typical for projects such as this.
The holding company will be wholly owned by Granahan McCourt Dublin (Ireland) Limited, subject to the Minister's special share in NBI. The Minister will hold one special share in National Broadband Ireland; the special share does not count as equity share capital.
The NBP Contract contains a suite of measures in relation to changes in ownership and control. For example, NBI is obliged to notify the Minister of any Change in Ownership that is restricted by the NBP Contract throughout the life of the Contract and there are provisions in the Contract in relation to clawback payments in the event of a sale of NBI prior to year 10 of the contract. If a Change in Ownership occurs, NBI (in new ownership) will continue to be bound by the NBP Contract.
NBI is obliged to seek the written consent of the Minister prior to the occurrence of a Change in Ownership of NBI that occurs at any time from the commencement of the contract up until one year after the completion of deployment. After the one year anniversary of the completion of deployment, the shares of NBI can (subject to certain exceptions) be sold without Ministerial consent but not to Unsuitable Third Parties. Unsuitable Third Parties include excluded parties specifically set out in EU procurement regulations, parties materially involved in the arms trade, parties who have been convicted of a criminal offence related to business, parties who have materially failed to comply with tax rules and parties whose activities pose a threat to national security.
The NBP Contract requires that the Minister’s consent is obtained for a Change of Control in respect of a Shareholder (i.e. Granahan McCourt Dublin (Ireland) Ltd) in National Broadband Ireland at any time until 12 months after the Deployment Completion Date. The Minister cannot unreasonably withhold his consent in this regard.
Also, if any shareholder has a contingent commitment to make a loan or equity or capital contribution to NBI, NBI is required, until that commitment has been delivered, to seek the written consent of the Minister to a Change in Ownership which results in the shareholder ceasing to have Control of NBI.