Open Capital: No need to sell the silver

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I used to be a supporter of "Defend Council Housing" when I was on Oxford City Council before 2002. I still maintain an interest, though I believe that in Community Land Trusts and the Community gateway model for local authority housing we actually have a better option. But I know Paul Holmes, one of our colleagues in the Bromsgrove Group, and probably others, are members of the parliamentary group of DCH supporting MPs. Paul is vice-chair, and I remember watching a debate in which several of our MPs got to speak in a Westminster Hall debate supporting the "Fourth Option". And no fewer than 50 supported an Early Day Motion tabled by Simon Hughes calling for a fourth option in May 2005.

In parallel to this I've been involved a few times in talks about creating a vehicle in Oxford so that the council's leisure centres no longer have to fight for paltry sums of money out of the council coffers and can get the investment they deserve. And even though I've been promoting co-operative ownership which I would have thought would appeal to folk on the "left" they've been skeptical to the point of fighting any such suggestion.

And then, when Brighton's tenants voted against housing stock transfer earlier this year I caught sight of some email correspondence between DCH members and I finally understood why, or perhaps some of why, some people are so against any kind of transfer for such publicly owned assets - that it involves the incorporation of something previously effectively unincorporated; that such incorporation, whilst presented as benign at the outset, creates a corporate structure that is vulnerable to future change, usually without the say so of the public body that hived the asset off in the first place (that is the nature of most of such beasts - the local authority or other public body cannot continue to control the newly incorporated body because of public borrowing rules).

But for about three years now I've been learning from a friend I met at a Community Land Trust event about a new structure that has the potential to change all of that. It can, potentially, bring capital investment to any income producing asset but does not need a transfer of the asset away from the existing owner; it does not require the asset to be moved into an incorporated body that might later be vulnerable to outside interests.

Chris Cook calls it Open Capital. Other party members have also been working with him on it - particularly Bill Powell, former district councillor in North Warwickshire and ALTER executive member and Antonia Swinson in Scotland, a published expert on the social issues surrounding debt and also an ALTER executive member, but I believe, sadly, I heard she had resigned the party shortly before the Holyrood elections at our insistence on the Local Income Tax policy.

Open Capital Partnerships involve forming a Limited Liability Partnership, a new legal structure created in 2000 to stop the traditional unlimited partnerships of accountants, lawyers and so on offshoring their residency and tax liabilities, between the asset owner, the capital provider and potentially any other interest in the venture. If it's a leisure centre that might mean a management company (or the existing council employed management staff) and even the members of the leisure centres. The asset owner does not relinquish the asset itself (usually land if you're going to use the capital to redevelop). The capital provider invests on a prospectus that sets out a rate of return based on the income stream from the asset intended to provide them with an inflation-proofed return similar to an index-linked government security.

In fact the partnership may never intend to "repay" that capital investment, because it's not a debt strictly speaking. But that's okay for the investor because so long as the venture produces an income growing with inflation they get a yield, rather like an undated gilt, which gives them an asset they can trade if they want to get their money out. In practice of course, they'd probably want to buy out the capital provider before the asset's lifespan comes to an end because they'd probably want to establish a new capital partnership to rebuild at some point.

Breadheads amongst you will perhaps already begin to appreciate the power of such a vehicle. It is a non-toxic alternative to the two predominant financial mechanisms for bringing in capital to a venture - a loan, where the lender has a call on the asset until it's repaid on the one hand and equity where the capital provider takes an ownership stake. With Open Capital both of these "toxic" potential outcomes are avoided.

Sure, the capital partners will have some management influence, just as the local authority or other asset owner will, as well as all the other partners that are brought under the umbrella - the customers, suppliers, management service providers and so on - but all only prosper, and get out of it what they expected, when they work towards the same ends - the purpose of the partnership. A supplier can offer competitive rates as a partner because they know that if that contributes to a profitable partnership they will get some of the profit. A customer-member can expect dividends in proportion to their use of the venture and has an incentive to remain using the facility.

Members can shift between types as well. In a housing scheme, you may want to allow residents to buy into the scheme. Once they've paid their minimal rent to cover the development cost, anything else they can afford goes into buying capital shares for themselves which gives them a right to the predetermined share of the income stream the original investors signed up to. So they could use their capital investment, for example, to help provide for their pension. Indeed the investment itself is eminently suited to a mainstream pension fund - with its steady, inflation proofed fixed return. All they would need to do is to take a view on the risk of the income not being able to cover the payments - unlikely with assets such as housing one would suggest.

And if you are still skeptical, the proof you might want lies in the mainstream financial markets. Corporations are now catching on to this mechanism and using it instead of borrowing or rights issues to raise capital to improve income producing assets. Hilton hotels used a similar structure to raise over £350m a few years ago to refurbish several hotels.

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