Part 1 – Oportunitas Limited incorporated unlawfully and unconstitutionally
shepwayvox
Oportunitas Ltd is a Housing & Regeneration Company, which begun life as long ago as 18 Dec 2013. It was first discussed at Cabinet in Report C-13-58. From the outset, the reports relating to the Housing & Regeneration Company was steered and guided by Dr Susan Priest, who was then the Corporate Director for Regeneration & Growth between Oct 2013 and March 2018. Dr Priest became the Head of Paid Service and Chief Executive of Folkestone & Hythe District Council on the 1 April 2018.
There had not been any authorisation given by any committee, the Cabinet, or Full Council, to authorise the incorporation of the Housing & Regeneration Company – Oportunitas Lrd prior to the 16 July 2014, as would be lawfully and constitutionaly necessary.
How can a company be authorised, to be incorporated on the 16 July 2014, when it had already been incorporated two months and two days earlier on the 14 May 2014, without constutional and lawful authorisation, with Dr Priest as the sole director, and the council as the sole shareholder?
Dr Priest is named as the sole director and the sole shareholder was the Council on the 14 May 2014, according to the incorporation document at Companies House. So who authorized this? Cabinet didn’t nor did full council, as would be constitutionally and lawfully necessary.
But let’s go back a bit.
It begins, as we said, on the 18 Dec 2013, when Report Number C/13/58 went to Cabinet.
Members were advised of addenda to the schedule of meetings; namely, the addition of extraordinary meetings of the Resources Scrutiny Committee and Cabinet, on the 1 July 2014 and 2 July 2014, respectively, to discuss the Shepway Regeneration and Housing Company.
In June 2014 the the Housing & Regeneration Company is not mentioned in any report.
On the 2nd July the first directors of the company were agreed in Decision Number 14/025, not forgetting Dr Priest was the first director until stepping down on the 16 July 2014.
On the 7 July 2014, at a meeting of Community Overview Committee – Agenda Item 10, an updated version of the presentationDr Susan Priest had given on the 24 March and 26 March 2014, was presented to Cllrs. At this meeting and in the presentation, the name – Oportunitas – had been agreed for the Housing & Regeneration Company.
The minutes state:
The business plan, which will be submitted for approval by Cabinet, will last approximately 18 months in the first instance to end March 2016. First phase activities are proposed as a housing acquisitions, conversions, with rental income for up to 15 units. The second strand of activity is the trading activity, a vehicle for invoicing “private” work such as Grounds Maintenance in the first instance.
Financial modelling papers will be available in due course.
The timeline towards the start of trading is set out at the end of the presentation.
So there was no Business Plan or financial modeling papers for the company prior to its incorporation. These came after the incorporation of the company; which is unusual, as 1st Formations state:
You’ve come up with a fantastic business idea and produced a rock-solid business plan… but what is the next step to starting a business?
Then at an extraordinary meeting of the Cabinet, on the 16 July 2014 – Agenda Item 16 & 17, Report Number C/14/11 relating to the Housing & Regeneration Company – Oportunitas Limited, was heard behind closed doors, by virtue of paragraph 3 of Part 1 of Schedule 12A of the Local Government Act 1972.
The report says:
Subject to Cabinet views, the next steps are:
a. Oportunitas is incorporated, registered for tax, and a bank account
opened;
This can mean only one thing. The Council are saying only after Cabinet Views on the 16 July 2014, will they take the next step of incorporating the Housing & Regeneration Company – Oportunitas Ltd. But the company had been incorporated two months and two days early, on the 14 May 2014, according to Companies House. How could that happen without authorisation for the lawful and constitutional incorporation of Oportunitas Ltd in place? How!
The report also recommended:
Cabinet: agrees the establishment of a wholly owned trading company; approves the Business Case; and delegates signatory authority to the Leader of the Council to approve company documents.
The following documents were available to the public:
On the 23 July 2014, at the Resources & Scrutiny Committee, the Housing & Regeneration Company – Oportunitas Ltd, was discussed at Agenda Item 19 & 20 behind closed doors, by virtue of paragraph 3 of Part 1 of Schedule 12A of the Local Government Act 1972.
It was resolved to
To support the proposal to authorise the incorporation of the Company.
To support the proposal that the company’s business plan is presented to Cabinet for approval in due course and in accordance with the process set out in the shareholder’s agreement, prior to recommendations relating to the funding of the company progressing to Council.
To seek Council’s approval for an investment loan up to £2,058,750 and working capital loan up to £300,000 to be made available to support an approved Business Plan, drawn from the Council’s HRA capital receipt ring fenced for regeneration and affordable housing options in East Folkestone – £91,250; capital receipts ring fenced for asset development projects – £1,967,500; and economic development reserve – £300,000, subject to a loan agreement.
To seek Council approval for equity of £228,750 being made available to support an approved Business Plan, drawn from the Council’s HRA capital receipt ring fenced for regeneration and affordable housing options in East Folkestone.
To seek Council’s approval to authorise the Corporate Director, Economic Regeneration, the Solicitor to the Council and the S151 Officer to enter into and sign the loan agreement.
To seek Council’s approval to update its policy framework as necessary.
The Business Plan/Case and the financials were withheld by virtue of paragraph 3 of Part 1 of Schedule 12A of the Local Government Act 1972, it was resolved, as above at Cabinet on the 30 July.
The vote was 33 For; 0 against; 0 Abstentions.
The birth of Oportunitas Ltd was Dr Priest’s responsibility from the Dec 2013 until March 2018. It was not in accordance with law and regulation, or the constitution of the Council. It was incorporated two months and two days before Cabinet gave it officers the authorisation to incorporate the company; which is a case of the putting the cart before the horse. This means in simple terms, the creation of Oportunitas Ltd was unlawful as it had not gained approval from Cabinet before is was incorporated, as was lawfully and constitutionally required.
From this base of unlawfulness, the Company has gone onto purchase in excess of £9m of properties in Folkestone, & Dover, including but no limited to, Princess Street, the Royal Victoria Hospital Development and other properties.
The two people ultimately responsible for the unlawful and unconstitutional creation of Oportunitas Ltd, was the leader of the Council, Cllr David Drury Monk, and Dr Susan Priest, Corporate Director for Economic Regeneration and Growth.
It’s clear between Dec 2013 and August 2014, Dr Priest had become affected by the Peter Principle and the Dunning Kruger Effect, as she did not follow the law and the constitution’s procedures with regards to the Housing & Regeneration Company – Oportunitas Limited.
A cursory check of the facts avaliable to the public, would have shown that from the first responsibility she was tasked with, after joining the Council in Oct 2013, was FUBAR to anybody who wanted to check.
