Grant For Business Investment: Standard offer letter and schedules

Notes

Select required wording from square brackets [ ]; Text in italics should be replaced as appropriate;

Notes in angled braces <> should be deleted;

Paragraphs and subparagraphs should be renumbered as necessary;

The standard offer letter has been drafted on the basis that the grantee is a limited company, registered in Great Britain; where this is not the case, eg if it is a partnership, proprietorship or unlimited company, advice should be sought from BERR’s legal advisers on the changes to made to the letter;

All pages should be numbered.

Dear [name]

Grant for Business Investment (GBI) Offer Letter1. I am pleased to tell you that [the Secretary of State for Business, Enterprise

and Regulatory Reform / [Full name of Regional Development Agency]] will give [name of company plus company registration number] a grant of up to £[amount] ([amount in words]) under [Section 7 <for Tier 1 or Tier 2 areas> /Section 8 <for Tier 3 areas>] of the Industrial Development Act 1982 to help implement the project to [brief description of investment to be carried out including jobs to be created/safeguarded] at [location, including post code] (“the Premises”), all as more fully described at Schedule 2 attached (“the Project”). The amount of grant payable represents [insert actual intervention rate] per cent of the eligible costs of the Project as notified to the [Department/ name of Regional Development Agency] in its application. This offer is subject to the conditions set out in this letter and Schedules 1, 2 [and 3/ 3, and 4 <use if parent guarantee requested>] attached.

Precondition[s]2. Please note that before accepting this offer, you will need to:

(i) [list any pre-acceptance conditions]

[and/or]

Please note that before we pay any grant, you will need to:

(ii) [list any pre-payment conditions]

[and/or]

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<Parent guarantee: UK parent>

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3. provide us with a parental undertaking and guarantee from [name of parent company] in the form attached to this letter as Schedule 4. This undertaking and guarantee should be written on [name of parent company]’s headed paper and accompanied by a certified copy of the Resolution of the Board of [name of parent company] authorising the signatory to sign the document.

<Parent guarantee: Foreign parent>

provide us with a parental undertaking and guarantee from [name of parent company] in the form attached to this letter as Schedule 4. This undertaking and guarantee should be written on [name of parent company]’s headed paper and accompanied by a certified copy of the Resolution of the Board of [name of parent company] (or the equivalent thereof) authorising the signatory to sign the document and a certificate from the Secretary of [name of parent company] that the signature on the document is that of the person so authorised to sign. We also require a formal legal opinion from a lawyer duly qualified to practise law in [the country of incorporation of the parent/ the State of …<US Parent>] (who may be the in-house lawyer of [name of parent company]) that as so signed the undertaking and guarantee imposes upon [name of parent company] legally valid and binding obligations in accordance with its terms, enforceable against [name of parent company] under the laws of [the country/state of incorporation of the parent].

Conditions for making claims and when to claim4. The grant, which is taxable, will be paid in instalments:

<add additional instalments in the table below as appropriate>

Time and condition Grant

First instalment When [name of company] has defrayed £[amount] (excluding VAT) on the [fixed assets and[/or] wage costs (basic salary plus national insurance contribution (“NIC”) and child and parent care costs)] for the Project set out in Schedule 2 [<use if leasing/HP etc involved> and has entered into unconditional obligations committing it to further expenditure of £[amount] (excluding VAT) on those fixed assets] and has, as a result of the Project, [created <and/or> /safeguarded] at least [number] direct permanent full time jobs, within the range of skill and salary levels set out in Schedule 2 [<Option> and employment at the Premises is no less than [number]].

£[amount]

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Second instalment

At least 1 year after the first instalment, when [name of company] has defrayed £[amount] in total (excluding VAT) on those [fixed assets and[/or] wage costs (basic salary plus NIC) and child and parent care costs)] [<use if leasing/HP etc involved> and has entered into unconditional obligations committing it to further expenditure of £[amount] (excluding VAT) on those fixed assets] and has, as a result of the Project, [created <and/or> safeguarded] at least [number] direct permanent full time jobs in total, within the range of skill and salary levels set out in Schedule 2 [Option: and employment at the Premises is no less than [number]].

£[amount]

Final instalment

<For grants larger than £250k this should normally be at least 20% of the total grant and paid only after the GVA target has been met>

At least 2 years after the first instalment, when [name of company] has defrayed £[amount] in total (excluding VAT) on those [fixed assets and[/or] wage costs (basic salary plus NIC) and child and parent care costs)], the Job Target [(number, skill and salary levels)] [and/,] the Productivity Target [<Option> and the Site Total], as defined in Schedule 2, [has/have] been met, the Project has been completed and we are satisfied with its results.

£[amount]

[<use if leasing/HP etc involved>In this paragraph “unconditional obligations” refer solely to commitments under leasing or HP arrangements. For expenditure to be treated as an unconditional obligation, the HP or lease must be in place and the leasing or HP arrangement must contain an obligation to purchase the asset at the expiry of the terms of the lease or HP Agreement.]

5. For money to have been defrayed, liabilities must have been both incurred and discharged by payment. [<use if no leasing/HP etc involved> Liabilities incurred but not yet discharged by payment cannot be the subject of a claim.]

<use following provision only if more than one instalment is due>

6. If, within 2 years of accepting the offer, you have not made a claim for the first

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instalment of grant which meets the conditions in paragraph [instalment triggers paragraph number] and Schedule 3, we may withdraw the offer.

No obligation to pay date

7. We will accept no claims after [“No Obligation to Pay Date”].

How to claim

8. Make your claim on an official claim form. Schedule 3 sets out the information which must be included with each claim. We normally pay each grant instalment, or tell you why the claim cannot be accepted, within 30 days of receiving a fully documented claim.

Variation, withholding and repayment of grant

9. Schedule 1 sets out the circumstances in which we have the right to vary, withhold and/or require repayment of part or all of the grant. You must read this Schedule and the other Schedules before signing the Acceptance. If any of the circumstances set out in Schedule 1 occurs or may occur, you must tell us immediately so that we can discuss the best way forward with you.

Publicity

10. We normally publish the amount of grant offered with the name of the company concerned and a brief description of the Project in the first quarter after the acceptance of this offer. Very exceptionally, if there is a strong case on grounds of public accountability, we may also publish information on grant payments. If you propose to give any publicity for the Project prior to our normal publicity arrangements, you must consult us in sufficient time to enable us to discuss the publicity with you.

European Community

11. We are obliged to give the European Commission schedules of information on offers in certain industrial sectors. Very occasionally the European Commission queries an offer, in which case we are obliged to give them information about the case. You may be required to co-operate with the [Department/RDA] in the provision of such information.

12. The European Commission summary of information number for the Grant for Business Investment scheme, under the Commission Regulation (EC) No. 800/2008 of 6 August 2008 declaring certain categories of aid compatible with the common market in application of Article 87 and 88 of the Treaty (General block exemption Regulation) OJ L 214, 9.8.2008, p. 3., is X93/08.

Monitoring of the project

13. From time to time we will inspect the Project and may require information from you to enable us to monitor its progress.

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14. We may require a report 5 years after the first payment of grant and/or a report 18 months after the final payment of grant to check that the conditions of the grant have been maintained, and in cases in which support is calculated on the basis of wage costs [5 years] [3 years < for SMEs>] after the achievement of the Job Target set out in Schedule 2. [We may also require these reports to be confirmed by an independent accountant<Tier 3 Offer letters with no job creation>. These reports should be confirmed by an independent accountant < All other situations>.]

<use where an earlier offer is being withdrawn and replaced>

Previous offer

15. This offer replaces the offer of assistance made to [name of company] on [date of previous offer letter]. That offer has been withdrawn by agreement between [Secretary of State/RDA] and [name of company].

Freedom of Information

16. Nothing in this offer letter and the Schedules to it shall prevent us from disclosing any Information whether or not relating to the Project which we in our absolute discretion consider that we are required to disclose in order to comply with the Freedom of Information Act 2000, as amended, and/or the Environmental Information Regulations and any other statutory requirements whether or not existing at the date of this offer letter.

Entire agreement

17. This offer letter and the schedules to it constitute the entire agreement and understanding between the parties with respect to all matter which are referred to and shall supersede any previous arrangement(s) between the parties in relation to the matters referred to in this offer letter.

<Use paragraph 17 where the applicant is not a UK company>

18. This offer is and all documents made under or in connection with it shall be governed by, and construed in accordance with, the laws of England. [Company name] hereby irrevocably submit to the jurisdiction of the English Courts and their address for service in England is [UK company address.]

How to accept <This section and both signatures should appear on a single side of paper>

19. This offer remains open until [date]. A Director of [name of company] should sign and date the Acceptance, return the whole document [option: and parental guarantee] to me and keep a copy.

20. If you have queries on this letter or the Schedules, do contact [case officer] (tel: [number]) who will be pleased to advise you.

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21. Please note that variations to this offer will be effective only if we agree them in writing.

22. Please acknowledge receipt of this letter.

23. I look forward to receiving your Acceptance and wish you every success with the Project.

Yours sincerely

[Name and titleOn behalf of the Secretary of State/full name of RDA]

ACCEPTANCE

Note: If you give information that you know or suspect is untrue or misleading you may be committing an offence that could lead to prosecution.

I declare that the information in [name of Company]’s application dated [date] and any other information given in support of [name of Company]’s application for funding under the Grant for Business Investment is correct to the best of my knowledge and belief.

In accepting this offer of funding, [name of Company] confirms that there are no grants or other payments from any public authority (as set out in Paragraph 2 (iii) of Schedule 1 to this offer letter), received or receivable in respect of any element of the Project for which funding is being provided under the terms of this offer letter and its Schedules.

[Name of company] accepts the offer on the conditions set out in your letter above and in the Schedules 1, 2 and 3 [option: and 4] attached, all of which I have read carefully.

Signed: .................................................. Date: .................................

Print Name: ..................................................................................................

DirectorOn behalf of: [Name of company]

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DATA PROTECTION STATEMENT

The [name of company]’s application, its Claim for an Instalment of Grant for Business Investment forms (when completed) and this acceptance form contain information that is personal data for the purposes of the Data Protection Act 1998 and in respect of which the [Department/RDA] is obliged to supply the following information:

I For the purposes of the Data Protection Act, your contact is The Data Protection Officer, Department for Business, Enterprise and Regulatory Reform, Bay 336, 1 Victoria Street, London SW1H 0ET. Telephone 020 7215 6635;

II The personal data that [name of company] has provided will be used for the purpose of administering this offer of funding. It may be given to any relevant government department or agency for this purpose and will not be disclosed to any other organisation for any other purpose other than in relation to cases of suspected fraud; and

III In accepting this offer of funding, [name of company] agrees to participate in any publicity or advertisement organised by the [Secretary of State/RDA] or the [Secretary of State/RDA]’s representatives (see paragraph [9]), and to the name of the Director or project manager and relevant contact information being included in such publicity material or on relevant government websites. Should you not wish to participate in any such publicity or advertisement, please remove this paragraph before signing the acceptance form.

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SCHEDULE 1

VARIATION, WITHHOLDING AND REPAYMENT OF GRANT

<Paragraphs and sub-paragraphs should be renumbered as appropriate>

1. All references to “the Company” refer to [name of company].

2. Notwithstanding the provisions of paragraph [3] below, we may vary or withhold any or all of the payments and/or require repayment of grant already paid to the Company if, at any time while the Project is being carried out or during the [5] years immediately following the first payment of grant or the [18] months immediately following the final payment of grant, whichever period ends at the later date:

i. the Company has entered into an arrangement to defray money or defrayed money on the Project before [date], that is the date of this letter [<alternative> the date the Company was told that this offer would be made];

ii. the arrangements for financing the Project are changed;

iii. assistance for the Project is received or promised [<use where there is to be other assistance for the project> additional to that disclosed by the Company to us before the date of this letter] from an institution of the European Communities, a Government Department, a local authority, a Regional Development Agency, any other partly or wholly publicly financed body or charitable fund;

iv. in our opinion, progress on the Project, including progress towards reaching the Productivity Target shown in Schedule 2, is not satisfactory;

v. in our opinion, the future of the Project is in jeopardy;

vi. in our opinion, there is a significant change in the scale or nature of the Project;

<use sub-paragraphs (vii) and (viii) when parental guarantee requested>

vii. the guarantee referred to in paragraph 2 of the offer letter becomes ineffective for any reason whatsoever;

viii. any event or series of events occurs which in the opinion of the [Secretary of State/ RDA] will have a material adverse effect on the ability of the parent company to perform its obligations under the Guarantee referred to in paragraph 2 of this letter;

<use sub-paragraph (ix) where other pre-conditions used>

ix. the pre-condition[s] noted in paragraph 2 of the offer letter [is/are] not [met [and/or] maintained];

x. the Company [<option> or [name of parent company]] becomes insolvent or makes any arrangement with its creditors, or goes into

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liquidation or takes or suffers any steps preparatory to winding up the Company or to the appointment of an Administrator, Liquidator or Receiver or commits or suffers any act equivalent to any of the foregoing;

xi. there is a change of ownership or control of the Company [<option> or of [name of parent company]];

xii. the Company ceases to own, or for a period of more than 3 months stops using for the purposes of the Project, part or all of the Premises, or any of the assets, all as specified in Schedule 2;

xiii. in our opinion, any information the Company has given in relation to the Project changes substantially during implementation or is shown to be incorrect or misleading or any claim for grant is based on misleading information; or

xiv. the Company fails to comply with any conditions of this letter or the Schedules.

<use paragraph below when the support offered is calculated on the basis of expenditure on assets and the project involves the safeguarding of jobs>

3. We may vary or withhold any or all of the payments and/or require repayment of grant already paid to the Company if, at any time while the Project is being carried out or during the period starting with final payment of grant and ending either 18 months later or [5] years after the first payment of grant, whichever period ends at the later date, the number or skill level of jobs in the Project falls below the Job Target [<optional addition> or the number of jobs on the Premises falls below the Site Total, both] shown in Schedule 2.

<use the paragraph below when the support offered is calculated on the basis of expenditure on assets and the project involves any creation of jobs>

3. We may vary or withhold any or all of the payments and/or require repayment of grant already paid to the Company at any time while the Project is being carried out if progress to reach the Job Target [<optional addition> or Site Total] is not satisfactory and we may require repayment of grant already paid if, during the period starting with final payment of grant and ending either 18 months later or [5] years after the first payment of grant, whichever period ends at the later date, the number or skill level of jobs in the Project falls below the Job Target [<optional addition> or the number of jobs on the Premises falls below the Site Total, both] shown in Schedule 2.

<use the paragraph below when the support offered is calculated on the basis of wage costs>

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3. We may vary or withhold any or all of the payments and/or require repayment of grant already paid to the Company at any time while the Project is being carried out if progress to reach the Job Target [<optional addition> or Site Total] is not satisfactory. We may require repayment of grant already paid if each of the jobs created in order to reach the Job Target [<optional addition> or Site Total] is not maintained for a period of [5 years] [3 years <for SMEs>] from the date on which it is created. We may require repayment of grant already paid if the number or skill level of jobs in the Project falls below the Job Target [<optional addition> or the number of jobs on the Premises falls below the Site Total, both] shown in Schedule 2, over the same timescale.

<use paragraphs 4 – 6 below where the company is intending to lease or acquire under hire purchase/extended credit arrangements fixed assets in order to make clear the situations when payments may be withheld>

Leasing

4. We may vary the amount of the grant and the payment terms if there is any change in the leasing/hire purchase/extended credit arrangements of the fixed assets to be provided for the Project as set out in Schedule 2 or if the leasing/hire purchase/extended credit arrangements are not made with a party independent of the applicant.

24. If any of the fixed assets to be provided for the Project are provided under a lease which is made by a leasing company to [name of company] then for the purposes of this letter the capital cost of that equipment shall be treated as having been committed by [name of company] on the date on which the relevant lease is signed.

25. However, no payment in respect of any instalment of grant shall be made which would result in the total payments then made under this letter exceeding the aggregate of:

a)the amounts then spent by [name of company] on eligible costs of the Project which are not the subject of leasing or hire purchase agreements; and

b)the actual amounts then paid by [name of company] in respect of deposits and/or instalments on assets for the Project which are the subject of leasing/hire purchase/extended credit agreements.]

European Commission

26. We may vary or withhold any or all of the payments and/or require repayment of grant already paid, together with interest from the date of payment, if we are required to do so as a result of a decision by the European Commission or as a result of any obligation arising under Community law.

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SCHEDULE 2

THE PROJECT

1. The Project will be carried out by [name of company], [<option> a subsidiary of [name of parent company]].

2. <Description of project, including product>

Productivity target

3. [Name of company] should achieve a Gross Value Added (GVA) per Full Time Equivalent (FTE) employee of £[number] by year ended [date]. <Option: If the Productivity Target has been assessed using forecasts other than those of the company, a sentence should be added to this paragraph explaining the basis for the productivity target>

“Gross Value Added” (GVA) is defined as earnings before interest, tax, depreciation, amortisation and directly employed staff costs, divided by the average number of full time equivalent employees, and calculated from the year end audited/statutory accounts.

Full Time Equivalent (FTE) means the number of ‘annual labour units’ (ALU), directly employed in a particular establishment compared with the average over the previous 12 months; ALU are the number of persons employed full time in one year, part-time and seasonal work being ALU fractions. For the purposes of calculating the productivity target the average number of staff employed for the year is used;

Capital expenditure on [fixed assets and[/or] wage costs (basic salary plus NIC)] for the project

Years ended [end of company accounting year]

200[X]£000

200[X]£000

200[X]£000

Total£000

[Description of asset]

TOTAL

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Employment

[delete rows in the table below as appropriate]

a) Number of people directly employed by [name of company] at the Premises before the Project:

b) Number of permanent full time jobs and equivalent to be safeguarded in [name of company] at the Premises as part of the Project broken down as follows:

c) Number of permanent full time jobs and equivalent to be created in [name of company] at the Premises as part of the Project:

d) Number of permanent full time jobs and equivalent in [name of company] at the Premises outside of the Project:

Job Target ((b) + (c)) = [number]

[option: Site Total ((b) + (c) + (d)) = [number]

4. A direct full time job is one of 30 or more hours a week. Two part time jobs of 15 or more hours a week count as equivalent to one full time job. Self-employed, sub-contracted [(except for agreed numbers of sub-contracted jobs directly associated with the project)] and temporary jobs and jobs in companies other than [name of company] or at a location other than the Premises, [<option> except for agreed numbers of homeworkers / teleworkers operating within an Assisted Areas,] do not count towards the Job Target.

Breakdown of Job Target

<distinguish between safeguarded and created>

Number Description of Job

Date created NVQ level or equivalent

SOC code

Annual salary (£)

<for use when safeguarded jobs form part of the Job Target>

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5. To comply with the Job Target, safeguarded jobs must be safeguarded for the entire monitoring period, as set out in paragraph [13] of the offer letter.

Other assistance

[use the following paragraph where the Project is to receive no other assistance]

6. It is understood that no other public financial assistance has been offered to [name of company] for this Project.

[use the following paragraph where other assistance is to be received]

7. Although we have taken into account other public assistance for the Project in making the offer of GBI grant, we accept no responsibility for delivering assistance that is not related to this GBI grant. No additional GBI, or any other form of financial support from [Secretary of State/Name of RDA] in relation to this Project, will be offered to cover any shortfall in other public assistance that may be offered.

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SCHEDULE 3

HOW TO CLAIM INSTALMENTS OF GRANT

1. Make claims for each instalment of grant on official claim forms.

2. With each claim include:

i. the latest accounts of [name of company] [<option> and [name of parent company]] which must be audited unless exempt under Section 477 of the Companies Act 2006, as amended. If audited accounts are required and these accounts cover a period ending more than 9 months before the date of the claim, include unaudited accounts for a later period;

ii. a confirmatory report, as set out below, on the accountant’s headed paper by an accountant who is independent of [name of company] [<option> and [name of parent/group]] and is:

a) eligible under Section 25 of the Companies Act 1989 or Section 1212 of the Companies Act 2006 for appointment as a company auditor; or,

b) for companies that are not quoted on the Stock Exchange of Great Britain or elsewhere, eligible under Section 34(1) of the Companies Act 1989 or Section 1222(1) of the Companies Act 2006; or,

<add subparagraph (c) if total offer is less than £100k>

c) a member of one of the following accountancy bodies and holds a current practising certificate issued by that body:

The Institute of Chartered Accountants in England and WalesThe Institute of Chartered Accountants of ScotlandThe Institute of Chartered Accountants in IrelandThe Association of Chartered Certified AccountantsThe Chartered Institute of Management AccountantsThe Association of International AccountantsThe Chartered Institute of Public Finance and AccountancyThe Institute of Chartered Secretaries and AdministratorsThe Association of Accounting Technicians]

iii. confirmation that no other public assistance has been received for the Project;

[or]

[a statement of other public assistance received for the Project;]

[<Option> evidence that the pre-payment condition[s] in paragraph 2 of the offer letter [has/have] been met.]

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iv. any further information requested by the Secretary of State for Business, Enterprise and Regulatory Reform or [name of Regional Development Agency]] necessary to enable it to process the claim.

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The Accountant's report

The Accountant’s report will be produced under the Department for Business, Enterprise and Regulatory Reform’s (BERR’s) standard terms and conditions current at the time of the report. These terms and conditions are on the BERR website:

http://www.berr.gov.uk/regional/investment/iar/page30585.html

The report should be addressed to [name of company], BERR and [name of RDA].

[Date]

1. We have examined the enclosed claim from [name of company] (“the Company”) for the period from [date] to [date] in accordance with the terms and conditions of the engagement letter dated [date] and grant offer letter dated [date]. The claim has been prepared by and is the sole responsibility of the directors of the Company.

2. We have carried out a high level of assurance assignment by performing the following tests:

i. we have selected a random sample of [fixed assets and[/or] wage costs (basic salary plus NIC)] expenditure incurred by value as reported on the claim and traced them to invoices or other supporting documentation and evidence of payment to check that they have been properly incurred and defrayed in accordance with the terms and conditions of the offer letter;

<include subparagraph (ii) where leasing/HP forms part of the eligible expenditure>

ii. we have selected a random sample of [fixed assets] which has been financed by leasing/HP and confirmed these to relevant HP/leasing agreements;

iii. we have identified the number of permanent full time jobs and part time equivalents working on the Project as recorded by the Company’s payroll records at the date of the claim;

iv. we have confirmed the recorded salary for each of the jobs directly associated with the project;

v. we have confirmed the recorded skill level for each of the jobs directly associated with using the standard occupational classification (SOC) index1. This assigns the project jobs on the basis of an occupation to one of four levels, where 1 is the bottom level and 4 the top. Our confirmation on the skill level has been made by us checking [on a sample basis] to the records and copies of relevant evidence of achieved skill levels (such as photocopies of educational certificates maintained by the Company’s payroll/personnel department);

1 The SOC is available at: http://www.ons.gov.uk/about-statistics/classifications/current/SOC2000/index.html

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<include subparagraph (vi) where the site total will monitored>

vi. we have identified the total workforce number of permanent full time jobs and part time equivalents as reported by the Company’s payroll records at the date of the claim;

vii. we have confirmed the arithmetical accuracy of the schedules relating to the claim and agreed them to the appropriate supporting documentation. We have also checked whether the grant claimed by the Company has been calculated in accordance with the terms and conditions of the offer letter.

3. Statement of any errors and reservations/exceptions.

<These, if any, should be clearly stated under this paragraph.>

4. Based on our examination as above and subject to the possible financial effect of any reservations or qualifications set out in paragraph 3, we report that based on our findings, in our opinion the claim for grant payment meets the conditions of the offer letter dated [date] and its Schedules. We:

i) confirm that during the period from [date] to [date] the Company defrayed £[amount] (excluding VAT) on [fixed assets and[/or] wage costs (basic salary plus NIC)] for the Project in accordance with the offer letter and its Schedules;

<include sub paragraph (ii) where leasing/HP etc is part of eligible expenditure>

ii) confirm that according to HP/leasing agreements seen by us that during the period from [date] to [date] the Company entered into unconditional obligations [HP/leasing] committing it to further expenditure £[amount] (excluding VAT) on [fixed assets] for the Project in accordance with the offer letter and Schedules;

iii) confirm that according to the payroll records of the Company at the date of the claim the Company maintained a workforce of permanent full time jobs and permanent part time jobs employed on the Project in accordance with the offer letter and its Schedules as follows:

Jobs prior to project:

Number Description of job NVQ Level/ equivalent

Annual Salary (£)

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New Jobs

Number Description of job

Date created

NVQ Level/ equivalent

Annual Salary (£)

Safeguarded Jobs

Number Description of job

Date created

NVQ Level/ equivalent

Annual Salary (£)

<include subparagraph (iv) where the site total will monitored>

iv) confirm that according to the payroll records of the Company at the date of the claim the company maintained a total workforce of [number] permanent full time jobs and [number] permanent part time jobs making up [number] permanent full time job equivalents in accordance with the offer letter and Schedules.

v) confirm that the Company has maintained adequate records to enable me/us to report on this claim.

5. Our report is prepared solely for the confidential use of the Company, BERR and [name of RDA] and solely for the purpose of verifying the grant claimed. It may not be relied upon by the Company, BERR or [name of RDA] for any other purpose whatsoever. Our report must not be recited or referred to in whole or in part in any other published document without our written permission. Our report must not be made available, copied or recited to any other party without our express written permission in every case except that the Company, BERR or [name of RDA] may disclose the report where it has a statutory obligation to do so. Other than to the Company, BERR and [name of RDA], we neither owe nor accept any duty to any other party to whom this report may be disclosed.

6. The engagement to report on the grant claim is separate from, and unrelated to, the audit of the annual financial statements of the company and that the report relates only to the matters specified and that it does not extend to the grant recipient's annual financial statements taken as a whole.

7. Name and signature of the reporting accountant

8. Date of the report

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9. Name for enquiries

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<Additional schedule to be included when a parental undertaking and guarantee is requested>

SCHEDULE 4

PARENT GUARANTEE

[Date]

[Name of Company]: Section [7/8] Industrial Development Act 1982 Assistance

In consideration of the [Secretary of State for Business, Enterprise and Regulatory Reform ("the Secretary of State")/ [name of the Regional Development Agency] (“the Agency”)]being willing, at our request, to make [name of company] an offer of up to £[amount] (amount in words) under the terms of the offer letter dated [date] under reference [ref] ("the offer letter") [we hereby undertake to provide sufficient funds to enable [name of company] to carry out its obligations in accordance with the terms of the offer letter/ <option> we herby undertake to ensure that our subsidiary, [insert company name], has sufficient funds to carry out its obligations in accordance with the terms of the offer letter.”]

We guarantee that, if any sums become repayable by [name of company] under the terms of the offer letter and [name of company] does not repay those sums on first demand, we shall ourselves pay to [the Secretary of State/the Agency] on demand an amount equal to all such sums. We will make any payments under this guarantee in full, without any deduction or withholdings whatsoever.

Further, we agree that if any payments due from [name of company] are not recoverable from us as guarantor or surety for [name of company] for any reason whatsoever those payments shall nevertheless be recoverable from us as principal debtor and shall be payable by us on demand.

Any amounts due from us shall carry interest at 1.5% above the base rate for the time being of the Bank of England or at the European Commission’s reference rate for the United Kingdom as published in the Official Journal from time to time, whichever is the higher, from the date of demand to the date of payment.

[The Secretary of State/The Agency] may claim under this guarantee at the same time as or after making demand of [name of company] or before, at the same time as, or after taking any action to claim under or enforce any other right, security or guarantee which it may hold from time to time in respect of [name of company]’s obligations under the offer letter.

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We shall accept a certificate or other document signed by [the Secretary of State/the Agency] or on [his/her/its] behalf as conclusive evidence of amounts repayable by [name of company].

We have not received any security from [name of company] for giving this guarantee and we shall not take any security for our liability under this guarantee for so long as any sums may become repayable under the offer letter without first obtaining written consent from the Secretary of State. If, in contravention of that undertaking, we take any security we shall hold the security and all or any amounts realized by us from it on trust for [the Secretary of State/the Agency].

<If the company is a large multinational then the following paragraph may be removed>

We undertake not, without [the Secretary of State’s/the Agency’s] consent, to create or permit to subsist any encumbrance on any of our assets, undertaking or revenues, except for those approved by [the Secretary of State/the Agency] and for liens arising by operation of law securing sums owed to trade creditors not more than 90 days overdue.

We shall not take any steps to enforce any right or claim against [name of company] or any co-guarantor in respect of any monies paid by us to [the Secretary of State/the Agency] pursuant to this guarantee or any other liabilities between [name of company] and us unless and until all of [name of company]’s obligations owing to [the Secretary of State/the Agency] (both actual and contingent) have been performed and discharged in full.

This guarantee is a continuing guarantee and will remain in force until no further payments are due from [name of company]. Our liability under this guarantee will not be affected by: (a) any concession, time, indulgence or release granted by [the Secretary of State/the Agency] to [name of company] or any co-guarantor, (b) [the Secretary of State’s/the Agency’s] failure to take, perfect or hold unimpaired any security taken for the liabilities of [name of company] or (c) any payment or dealing or anything else (whether by or relating to [name of company], us or any other person) which would, but for this paragraph, operate to discharge or reduce that liability.

<option for overseas parent>

This guarantee shall be governed by the laws of England. We agree that the courts of England will have jurisdiction to hear and settle any dispute which arises in connection with this guarantee, although this shall not limit the right of [the Secretary of State/the Agency] to bring proceedings against us in any other court of competent jurisdiction. We irrevocably agree only to bring proceedings in the courts of England. We agree in connection with proceedings in England that any writ, judgment or other notice of process shall be sufficiently and effectively served on us if delivered to [please insert address for service in UK].

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This guarantee shall be in addition to any other guarantee for payment of any sums repayable under the offer letter by [name of company] signed by us that [the Secretary of State/the Agency] may hold.

This guarantee shall remain in full force and effect even if we or [name of company] have merged or amalgamated with another company or if we or [name of company] have changed our constitutional documents.

Any demand or other communication concerning this guarantee should be sent to us at our registered office for the time being.

Signed: .....……………………………………………….....

Print name: ..........................................................................

Company Directorfor and on behalf of:[name of parent company]

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