HL Deb 12 July 2004 vol 663 cc47-50WS
The Lord President of the Council (Baroness Amos)

My right honourable friend the Secretary of State for International Development has made the following Written Ministerial Statement.

Further to my Written Statement of 8 January 2004, I can announce that the reorganisation of CDC Group plc (CDC) was completed on 7 July 2004.

The purpose of CDC is to maximise the creation and growth of viable businesses in poorer developing countries, through responsible investment and mobilising private finance. The objective of the reorganisation is to enhance CDC's capacity to fulfil its purpose, in particular the mobilisation of private and other third-party capital for investment in the poorer developing countries. This will contribute to the achievement of the millennium development goals, as explained in DfID's submissions to the International Development Committee (HC 194 of Session 2002-03).

CDC is now an investment company, responsible for holding the cash and other assets of the former CDC and its subsidiaries, and contracting for its capital to be invested in accordance with the investment policy. As part of the reorganisation, DfID has restructured CDC's capital, replacing CDC's debts to DfID with shareholder capital, using powers in the CDC Act 1999.

The CDC investment policy has been improved in several ways. The previous "aim" of making 50 per cent of new investments in sub-Saharan Africa and South Asia has been placed on the same mandatory five-year rolling basis as the requirement to make 70 per cent of new investments in poorer developing countries (those with an annual per capita gross national income below 1,750 dollars). CDC will continue to observe, and set an example in, responsible ethical, environmental and social business principles.

A new independent management company called Actis Capital LLP (Actis) has been formed as a limited liability partnership between its management and staff and the Government. The purpose of Actis is to manage investments so as to promote the creation and growth of viable businesses in poorer developing countries, to mobilise private and other third-party investment, and to add value to the businesses in which investments are made by promoting responsible business principles and providing management advice. This purpose cannot be changed without my agreement. Actis will also follow best practice in corporate governance and business ethics, as set out in its business principles.

Actis is controlled and managed by its management and staff, who have 60 per cent of the voting rights. DfID has 40 per cent of the voting rights, and under claw-back arrangements will for the next 10 years receive 80 per cent of the profits from Actis. DfID also has certain minority shareholder rights and protections set out in the members' agreement. These include the right to veto appointments of the chairman of the Actis Supervisory Board and the non-executive members of the Supervisory Board Business Principles Committee, and the right to veto a sale of Actis.

CDC and Actis have entered into a five-year contract (the "umbrella agreement") under which Actis will manage CDC's existing investments. The umbrella agreement provides for CDC to make commitments to certain funds to be managed by Actis for Africa, south Asia, power, China and Malaysia. Investments in small and medium enterprises (SMEs) will be managed by a separate management company, Aureos, which will be a joint venture between Actis, the Norwegian Investment Fund for Developing Countries (Norfund) and Aureos's staff. CDC will have some reserved capital, initially"£52.4 million, which can be committed to non-Actis funds, to develop its third party fund management capabilities and to stimulate activity, competition and fund management skills in private equity in the poorer developing countries. The umbrella agreement also sets out the minimum service levels to be provided by Actis, incentive arrangements, and reporting requirements.

The sale of Actis and the umbrella agreement were negotiated on market-based, commercial terms to achieve value for money. As is common in private sector corporate demergers and government privatisations, no formal managerial competition was held, to avoid disruption to CDC's business. After the period of the umbrella agreement, CDC will award fund management contracts on a competitive basis.

The details of the reorganisation were finalised by an independent committee of the CDC board, making recommendations to me as shareholder. These recommendations included proposals relating to the market value of Actis and the market value of the interests in Actis to be sold to its management and staff. The independent committee also reviewed the terms of the umbrella agreement and the incentive arrangements for Actis. Remuneration in CDC remains within public sector pay and subject to approval by the Government. I am grateful to the independent committee and the CDC board as a whole for their care and attention throughout the reorganisation process. In future, DfID will also be advised and assisted in the performance of its shareholder functions by the new shareholder executive.

I am placing copies of the relevant documents, including the Actis members' agreement and the umbrella agreement (to which the new investment policy is annexed) in the Library of the House, and I am sending copies of these documents to the chairman of the International Development Select Committee.