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Carillion plc was a British multinational facilities management and construction services company headquartered in Wolverhampton in the United Kingdom, prior to its liquidation - officially, "the largest ever trading liquidation in the UK" - which began in January 2018.[5][6]

Carillion plc
Public limited company
Traded as LSECLLN
(Trading pre-suspended indefinitely before the markets reopened for trading on 15 January 2018 and since; awaiting formal delisting by the London Stock Exchange)
Industry Facilities management, Construction, Civil engineering
Founded 1999; 19 years ago (1999) (demerger from Tarmac)
1903; 115 years ago (1903) (founding of Tarmac)
Defunct 15 January 2018 (15 January 2018) (Compulsory liquidation)[1]
Headquarters Wolverhampton, West Midlands, United Kingdom
Key people
Philip Nevill Green CBE
(former chairman)
Keith Cochrane (former CEO)
Revenue £5,214.2 million (2016)[2]
£235.9 million (2016)[2]
£129.5 million (2016)[2]
Number of employees
c. 43,000; with 19,000 in the UK (2016)[a][4]
Website www.pwc.co.uk/carillion

Carillion was created in July 1999, following a demerger from Tarmac. It grew through a series of acquisitions to become the second largest construction company in the United Kingdom,[7] was listed on the London Stock Exchange, and in 2016 had some 43,000 employees (around 19,000 of them in the United Kingdom). Concerns about Carillion's debt situation were raised in 2015, and after the company experienced financial difficulties in 2017, it went into compulsory liquidation on 15 January 2018, the most drastic procedure in UK insolvency law, with liabilities of almost £7 billion.

In the United Kingdom, the insolvency has caused project shutdowns and delays in the UK and overseas (PFI projects in Ireland were suspended, while four of Carillion's Canadian businesses sought legal bankruptcy protection), job losses (in Carillion – 2,787 UK redundancies up to 6 August 2018 – and its suppliers), and financial losses to joint venture partners and lenders, to Carillion's 30,000 suppliers, and to 27,000 pensioners. It has also led to questions and multiple parliamentary inquiries about the conduct of the firm's directors, its auditors, the Financial Reporting Council and The Pensions Regulator, and about the UK Government's relationships with major suppliers working on Private Finance Initiative (PFI) schemes and other privatised outsourcing of public services. It also prompted legislation proposals to reform industry payment systems, consultations on new government procurement processes to promote good payment practices, and proposed FRC reforms to the treatment of directors' bonuses paid in shares.

The May 2018 report of a Parliamentary inquiry by the Business and the Work and Pensions Select Committees said Carillion's collapse was "a story of recklessness, hubris and greed, its business model was a relentless dash for cash", and accused its directors of misrepresenting the financial realities of the business. The report's recommendations included regulatory reforms and a possible break-up of the Big Four accounting firms. A separate report by the Public Administration and Constitutional Affairs Select Committee, in July 2018, blamed the UK government for outsourcing contracts based on lowest price, saying its use of contractors such as Carillion had caused public services to deteriorate.

Contents

HistoryEdit

FoundationEdit

Carillion was created in July 1999, following a demerger from Tarmac, which had been founded in 1903. Tarmac focused on its core heavy building materials business, while Carillion included the former Tarmac Construction contracting business and the Tarmac Professional Services group of businesses.[8] At the time of demerger Sir Neville Simms was appointed executive chairman of the business.[9] Simms stood down from his executive responsibilities in January 2001 but remained non-executive chairman until May 2005 when Philip Rogerson took over the chair.[10]

The name 'Carillion', a corruption of the word 'carillon' (a peal of bells), was intended to give the construction business a clearly defined, separate identity, and to distance it from its construction roots.[11] It was proposed by London branding consultancy Sampson Tyrell (later Enterprise IG,[12] part of WPP).[13]

AcquisitionsEdit

 
A Carillion Rail ballast/track tamper train at Banbury railway station.

Under CEO John McDonough (formerly at Johnson Controls, and appointed Carillion CEO in January 2001), Carillion expanded into the facilities management services sector.[14]

In September 2001, Carillion acquired the 51% of GT Rail Maintenance it did not already own, thereby creating Carillion Rail.[15] Carillion Rail carried out track renewals on the rail network, and contract work for Network Rail.[16]

In August 2002, Carillion bought Citex Management Services for £11.5 million[17] and, in March 2005, it acquired Planned Maintenance Group for circa £40 million.[18] After that, Carillion went on to acquire two more United Kingdom support services firms: Mowlem, for circa £350 million in February 2006,[19] and Alfred McAlpine, for £572 million in February 2008.[20] Then, in October 2008, Carillion bought Vanbots Construction in Canada for £14.3 million.[21][4]

 
A Carillion Ford Transit Panel Van

Carillion bought Eaga, an energy efficiency business, for £306 million in April 2011.[22] However by December 2011 the UK Government had significantly reduced the feed-in tariffs for green energy and Carillion had to rationalise the business.[23]

In December 2012, it acquired a 49% interest in The Bouchier Group, a company providing services in the Athabasca oil sands area, for £24m.[24] Then, in October 2013, the company bought the facilities management business of John Laing.[25]

In August 2014, the company spent several weeks attempting a merger with rival Balfour Beatty. Three offers were made; the last bid, which valued Balfour Beatty at £2.1 billion, was unanimously rejected by the Balfour Beatty board on 19 August 2014. Balfour refused to allow an extension of time for negotiations that could have prompted a fourth bid. Carillion announced later that day that it would no longer pursue a merger with its rival.[26]

In December 2014, Carillion acquired a 60% stake in Rokstad Power Corporation, a Canadian transmission and distribution business, for £33 million.[27] Carillion acquired 100% of the Outland Group, a specialist supplier of camps and catering at remote locations in Canada, in May 2015[28][29] and a majority stake in Ask Real Estate, a Manchester based developer, in January 2016.[30]

Blacklisting involvementEdit

In 2009, Carillion was revealed as a subscriber to an illegal construction industry blacklisting body, The Consulting Association (TCA), though its inclusion on the list was mainly due to its previous ownership of Crown House Engineering (acquired by Laing O'Rourke in 2004), and previous use of TCA by Mowlem (acquired by Carillion in 2006). Carillion made two voluntary submissions to the House of Commons' Scottish Affairs Select Committee, one in September 2012,[31] and another in March 2013, relating to its involvement with TCA.[32]

In July 2014, Carillion was one of eight businesses involved in the 2014 launch of the Construction Workers Compensation Scheme,[33] though this was condemned as a "PR stunt" by the GMB union, and described by the Scottish Affairs Select Committee as "an act of bad faith".[34] As one of the contributors to the scheme, Carillion reported in August 2016 "a non-recurring operating charge of £10.5 million" representing the compensation and associated costs it expected to pay.[35] In December 2017, Unite announced that it had issued High Court proceedings against 12 major contractors including Carillion.[36]

Financial difficultiesEdit

Concerns about Carillion's debt situation were voiced in March 2015 by UBS analyst Gregor Kuglitsch who highlighted the company's extended supplier payment terms and its use of 'reverse factoring', argued Carillion was more leveraged than it reported, and predicted a "profit shortfall" was likely.[37] By October 2015, Carillion had become hedge funds' most popular share to 'sell short' as analysts questioned the lack of growth and rising debt.[38] From having less than 5% of its shares shorted at the beginning of 2015, over 20% of Carillion shares were on loan to hedge funds by June 2016; the company's share price fell 19% over the same period.[39]

On 10 July 2017, a Carillion trading update highlighted a £845 million impairment charge in its construction services division, mainly relating to three loss-making UK PFI projects and costs arising from Middle East projects.[40][41] Chief executive Richard Howson (appointed CEO in December 2011) stepped down but was retained as operations director, with Keith Cochrane temporarily becoming CEO[40] (Carillion's search for a new CEO led to the appointment of Andrew Davies, CEO of Wates – announced on 27 October 2017 – with Davies set to join the firm in April 2018).[42]

As a result, the contractor was demoted from the FTSE 250 Index,[43] and five directors (including Howson and finance director Zafar Khan) left the company as it tried to refinance.[44] On 27 September 2017, a Middle Eastern firm was said to be considering a takeover bid.[45] Two days later, it was revealed that Carillion's losses for the six months ended 30 June 2017 totalled £1.15 billion, following a further write down of £200 million relating to its support services division.[46][47]

In dialog with investors in September 2017, Keith Cochrane stated his view that the business had accepted too many projects which turned out unprofitable and for which the amount paid was insufficient for the cost of work done ("we were building a Rolls Royce but only getting paid to build a Mini"), and its management structure and internal organisation had been over-complex and lacking sufficient regard to contractual risk assessment and overly optimistic assumptions; as a result, the company had "burned through cash" trying to deliver to a high standard without assessing the possible implications.[48] In January 2018, The Times commented that its problems were not a secret and had been known for around four years, with too many poorly managed contracts, delays to works, and monies withheld by clients.[48]

On 24 October 2017, it was reported that Carillion was preparing to sell its healthcare facilities management business to Serco[49] (the deal included 15 contracts, with annual revenues of approximately £90m for which Serco was to pay £47.7m – later cut to £29.7m[50] – with Carillion losing £1bn from the value of its order book),[51] and was planning to dispose of its Canadian operations to help shore up its finances.[49] A week later, it was announced Carillion was selling its interest in developer Ask Real Estate to West Midlands developers Richardsons Developments for £14 million.[52] In December 2017, the Richardsons also acquired Carillion's interest in the Milburngate development in Durham.[53]

In a further profit warning, on 17 November 2017, Carillion said it would breach banking covenants the following month, with full year debts set to reach up to £925m. A recapitalisation plan was to be implemented in early 2018. The company's share price fell over 50% in early trading to just 18p – valuing the business at £73m.[54] Unite the Union sought urgent talks with the company, concerned about the future of around 1,000 Carillion workers plus others employed by subcontractors and agencies.[55] Major shareholder Kiltearn Partners halved its shareholding incurring a loss of over £40m.[56] On 20 December, Carillion announced it had brought forward the arrival of new CEO Andrew Davies to 22 January 2018.[57]

On 3 January 2018, it was reported that the UK Financial Conduct Authority was to investigate the timeliness and content of Carillion announcements from December 2016 regarding its financial situation.[58] Ten days later, the BBC reported that the company had "a matter of days" to avoid collapse and that Carillion was the subject of "high level government meetings".[59]

These meetings continued throughout the weekend of 13–14 January—covering the company's £900m debts, a £580m pension deficit, and many ongoing contracts for government departments—but broke up without a rescue deal agreed, with a potential administration process set to start on 15 January 2018.[60] The Financial Times later reported Carillion had just £29m in cash when it collapsed, and would have run out of cash by 18 January 2018.[61] Consultants PricewaterhouseCoopers (PwC) and EY had both rejected roles as administrators amid concerns they would not be paid.[61]

LiquidationEdit

On 15 January 2018, the BBC reported Carillion was to go into liquidation[62] (as opposed to administration), the company having issued a notice to the London Stock Exchange "that it had no choice but to take steps to enter into compulsory liquidation with immediate effect". The notice anticipated an application to the High Court for PwC to be appointed as Special Managers, to act on behalf of the Official Receiver.[63] Carillion chairman Philip Green (appointed in May 2014) said:

This is a very sad day for Carillion, for our colleagues, suppliers and customers that we have been proud to serve over many years. [...] In recent days however we have been unable to secure the funding to support our business plan and it is therefore with the deepest regret that we have arrived at this decision. We understand that HM Government will be providing the necessary funding required by the Official Receiver to maintain the public services carried on by Carillion staff, subcontractors and suppliers.[63]

Six UK Carillion businesses, including Carillion plc and Carillion Construction Ltd, were liquidated in the first phase.[64] On 19 January, Carillion (AMBS) Limited was placed in provisional liquidation, and on 25 and 26 January 2018 ten UK further companies went into liquidation. Another business went into liquidation on 2 February, followed by ten more on 16 February 2018.[65] Two Carillion businesses in Jersey and Guernsey also went into liquidation, in January and March 2018 respectively.[65] In June 2018, Carillion (Qatar) LLC went into liquidation,[66] which is being locally managed and the Official Receiver has no role.[67]

In April 2018, the Official Receiver estimated the total liabilities of the 27 liquidated UK companies at £6.9 billion, a figure over three times higher than given in the Group's accounts at the end of 2016.[68][69]

On 6 August 2018, the Insolvency Service announced the end of the trading phase of the liquidation, described by the Official Receiver as "the largest ever trading liquidation in the UK". Work on finalising Carillion’s trading accounts and payments to suppliers, and investigations into the cause of the company's failure, including the conduct of its directors, continued.[70]

Direct impacts of liquidationEdit

The liquidation announcement had an immediate impact on 30,000 subcontractors and suppliers, Carillion employees, apprentices and pensioners, plus shareholders, lenders, joint venture partners and customers in the UK, Canada and other countries.

SuppliersEdit

Subcontractors were said to be vulnerable: the Specialist Engineering Contractors Group said Carillion's failure could lead to many smaller firms going under.[71] Up to 30,000 small businesses were reportedly owed money by Carillion,[72] who used 'delay tactics' and withheld payments to suppliers, sometimes for up to 120 days.[73]

Within 24 hours, equipment hire firm Speedy Hire and piling contractor Van Elle were reporting potential losses of £2m and £1.6m respectively;[74] Van Elle also reported uncertainty relating to £2.5m worth of future work for Network Rail.[75] A survey of 133 companies by the Building Engineering Services Association and the Electrical Contractors' Association found that 80 of them were collectively owed £30 million by Carillion, an average exposure of £375,000. Average debts owed to micro businesses (fewer than 10 employees) were £98,000; medium-sized businesses (50 to 249 employees) were owed on average £236,000, with the most exposed firm owed almost £1.4 million.[76] Only £31m of the estimated £1bn-plus owed by Carillion was covered by trade credit insurance.[77] In late March 2018, Bury North MP James Frith hosted a meeting in Parliament attended by suppliers affected by Carillion's collapse; companies highlighted unpaid debts of between £250,000 and £2.7m.[78] In August 2018, building services specialist NG Bailey announced a £2.2m exceptional loss for irrecoverable costs arising from a Carillion subcontract at the Midland Metropolitan Hospital.[79]

On 29 January 2018, CCP, a Slough-based dry lining contractor with a 350-strong site-based labour force, called in liquidators due to debts owed by Carillion.[80] Already financially-troubled ground engineering business Aspin Group Holdings went into administration in February 2018 as part of pre-pack deal after the group and its subsidiaries were owed around £800,000 by Carillion.[81] On 23 March 2018, 160-strong mechanical and electrical subcontractor Vaughan Engineering warned it faced administration after losing £650,000 on two Carillion projects;[82] KPMG were subsequently appointed as administrators, making 83 employees in Broxburn, 43 in Newcastle and 28 in Warrington redundant.[83] Vaughan collapsed owing £9.2m to its suppliers,[84] though one supplier, Bmech, later claimed that Vaughan used Carillion's collapse as a 'smokescreen' for its own poor payment record.[85] Four companies in Lagan Construction Group went into administration owing £21m in early March 2018 partly as a result of Carillion's insolvency; tightened credit terms and requests for upfront payments had affected cashflow.[86] Similarly, 55-strong Chippenham-based flooring contractor Polydeck blamed Carillion "tailwinds" after it went into administration on 25 May 2018.[87] Cheshire-based civil engineering contractor D G Cummins lost £1.8m owed by Carillion for work undertaken on the M6 motorway widening contract junctions 16-19, and, facing a £600,000 tax demand, had to file a notice of intent to enter administration, endangering 50 jobs.[88]

Law firm RPC made a "a small number of redundancies" in its construction and projects team as a result of Carillion's collapse.[89]

EmployeesEdit

At the time of liquidation Carillion employed around 18,200 people in the UK.[90] Liquidator PwC began staff consultations over planned redundancies and transfers to new employers.[91] On 2 February 2018, the Official Receiver announced an initial 377 redundancies;[92] a further 994 redundancies were announced during February,[93][94][95][96][97] 337 in March,[98][99][100][101] 554 in April,[102][103][104][105][106] 75 in May,[107][108][109][110] 43 in June,[111][112][113][114] 399 in July,[115][116][117][118][119] and 9 in August,[70] bringing the redundancy total to 2,787 - 15% of the pre-liquidation workforce.[70] In parallel, 13,945 jobs had been safeguarded through transfers (76% of the pre-liquidation workforce), while 1,272 employees left the business through finding new work, retirement or for other reasons.[70]

After staff made redundant claimed PwC did not provide information necessary for them to claim redundancy pay and statutory notice pay, causing financial hardship and threatening mortgages,[120] the Official Receiver established a specialist team and said former staff should receive the necessary information within seven days of being made redundant or transferring to a new employer.[121] In July 2018, Unite the Union launched legal action on behalf of 27 members made redundant at GCHQ in Cheltenham claiming proper consultation had not taken place.[122]

A week after the liquidation, PwC agreed with Network Rail that Carillion Construction employees to its projects would have their wages guaranteed through to at least mid April 2018, while Carillion suppliers on Network Rail projects would also be paid.[123][124] 150 Carillion workers employed on smart motorway joint ventures with Kier were set to become Kier employees; 51 Carillion employees working on seven HS2 civil engineering packages awarded to the CEK joint venture were offered the opportunity to join Kier/Eiffage.[125][126][127] Nationwide Building Society took on around 250 former Carillion employees engaged in facilities management work at its offices and branches.[128] Around 1,000 Carillion staff engaged on prison facilities management work for the Ministry of Justice were transferred to a new government-owned company,[129] 22 workers from Carillion's power network business joined J Murphy & Sons,[130] around 60 staff at Carillion's Newcastle-based legal services arm joined Clifford Chance,[131] and 700 employees engaged on Network Rail projects transferred to Amey Rail.[132] French engineering group Egis took on Carillion's M40 upkeep motorway contract, safeguarding the jobs of around 95 Carillion workers.[133] Carillion Welding was acquired by Rail Safety Solutions Ltd, saving 63 jobs.[134]

However, the transfer of some overseas-born staff to new employers was hampered by strict application of immigration rules that required the workers to apply for permission to remain in the UK. MPs on the Home Affairs Select Committee, citing the case of Nigerian-born Hamza Idris, called on the Home Office to display flexibility and compassion, concerned that "scores" more workers might also be affected.[135]

In early February 2018, private equity groups Greybull Capital, Brookfield and Endless LLP were said to be interested in acquiring parts of Carillion that might be ringfenced for auction.[136] On 8 February, PwC opened bidding for Carillion’s rail division and several of the company's road maintenance and facilities management contracts.[137] Canadian FM firm BGIS, a subsidiary of Brookfield, negotiated to take on 2,500 workers engaged on UK hospital, education, justice, transport and emergency services contracts,[138][139] but the negotiations failed on 8 March 2018.[140]

Out of nearly 1200 apprentices affected by Carillion's liquidation, around a third - 419 - were still without work in early April 2018; only two had been offered a training contract with a government department or agency.[141] In June 2018, 776 out of 1148 had been re-employed or moved into full-time education, 225 were seeking future work and 147 had become disengaged.[142] Construction apprentices made up 341 of the 356 people made redundant in the week reported on 30 July;[119][143] the Unite union said these redundancies reduced UK construction apprenticeship numbers by 1.6%, while the government said the CITB had found new paid employment for 777 former Carillion apprentices.[144] On 31 July 2018, The Guardian highlighted the matter: Gail Cartmail, an assistant general secretary at Unite the Union, said: "This is an appalling way to treat these apprentices who should have become the backbone of the industry. To dump them and to destroy their training is an act of crass stupidity."[145]

In April 2018, Carillion's Wolverhampton headquarters was put up for sale for £3m.[146] The building was not owned by Carillion; it had leased it for around £440,000 per annum after it had been bought by an unnamed private investor for £6.165m in January 2016. In July 2018, it was reported that the building had been sold (for an undisclosed sum).[147] At this date, some 140 Carillion staff were still based at the building, working for PwC; over 320 staff had either left or been made redundant.[147] Carillion-owned assets set for auction in July 2018 include 12 car parking spaces at Wolverhampton's Molineux Stadium, and development land in Rowley Regis and Loughborough.[148]

PensionersEdit

According to the National Audit Office, £2.6bn in pension liabilities have to be covered by the Pension Protection Fund.[90] Carillion operated 13 UK defined benefit pension schemes with 27,000 members. Following the liquidation, 12 of these schemes entered a Pension Protection Fund assessment period.[149]

Clients and projectsEdit

In January 2018, the contracts previously awarded to Carillion for smart motorway projects were taken on by Kier Group.[127]

Rival contractors looked to take over Carillion's two major hospital PFI projects. Laing O'Rourke negotiated about the Royal Liverpool University Hospital, but the project remained stalled. In September, the NHS Trust revealed that the cost of rectifying serious faults, including replacing non-compliant cladding installed by Carillion, was holding up plans to restart and finish the £350m project; with the project further delayed, the Trust was considering invoking a break clause to terminate the PFI contract.[150][151]

Skanska targeted the Midland Metropolitan Hospital (where 70 Carillion staff lost their jobs)[152] in Birmingham,[153] with the project 18 months late and likely to cost an additional £125 million.[154] However, in June 2018, banks financing the project withdrew their support, and HM Treasury cancelled the PFI contract for construction of the hospital, leaving the NHS Trust to search for new investment and pushing the completion date back to at least 2022.[155][156] Market testing with contractors showed there was little appetite to bid under a private finance model, and that a PF2 bid would be over £100m more expensive and take six months longer. As a result, the NHS trust sought direct government funding,[157] and on 16 August 2018, the government announced it would provide funding to complete the hospital.[158]

The Lincoln eastern bypass project, originally awarded by Lincolnshire County Council to Carillion, was taken over by Galliford Try, adding £24m in costs and delaying the project's completion by six months to May 2020.[159]

The redevelopment of the Vaux Breweries site in Sunderland resumed, after a six-month delay following Carillion's collapse, in July 2018, with Tolent as the main contractor.[160]

Smaller projects, including the construction of new school buildings in Oxfordshire, were also disrupted and delayed.[161][162] In July 2018, Oxfordshire County Council was reviewing costs and liabilities related to its properties following the Carillion collapse; it was concerned about 'latent defects' - normally dealt with as part of the contract with the builder, but with many Carillion businesses in liquidation now less straightforward if claims needed to be made.[163]

On 6 August 2018, the Insolvency Service announced that agreements to transfer the last of 278 former Carillion contracts to new service providers were in place, signalling the end of the trading phase of the liquidation.[70]

Joint venture partnersEdit

Main contractors Balfour Beatty (partner on three highway projects) and Galliford Try (partner on one highway project) were now jointly liable for additional cash contributions: the cash contributions for one of those projects, the Aberdeen Western Peripheral Route, totalled between £60m and £80m; Balfour Beatty estimated a cost across the three schemes of between £35m and £45m,[164] while Galliford Try sought to raise £150m and cut its dividend to support its balance sheet claiming Carillion's collapse had "increased the group's total cash commitments on the project by in excess of £150m"[165] (on 27 March 2018, the company confirmed it had successfully raised £158m in a rights issue).[166] In August 2018, Balfour Beatty said its liabilities on the Aberdeen project had risen by a further £23m and were forecast to reach £135m.[167]

Rail electrification JV partner Powerlines bought Carillion's 50% stake, safeguarding 300 jobs,[168] and Aspire Defence partner KBR acquired Carillion's interests in relation to the Project Allenby Connaught PFI deal.[169] Joint venture partner Abellio withdrew from a bid for a Welsh rail franchise as a result of Carillion's collapse.[170]

In August 2018 Amey completed the acquisition of Ministry of Defence (MoD) housing maintenance contracts previously ran in joint venture with Carillion.[171]

LendersEdit

Five UK banks incurred heavy losses on loans to Carillion. Royal Bank of Scotland (RBS), HSBC, Santander, Lloyds and Barclays had provided £140m of emergency loans in September 2017 and were also lenders on a £790m revolving credit facility.[172] On 22 February 2018, Barclays revealed Carillion's collapse had cost it £127m.[173] On 24 April 2018, Santander revealed a £60m impairment charge attributed mainly to Carillion but also said to include Interserve.[174]

The knock-on impact of Carillion's liquidation also affected bank loans to supplier companies forced into administration: for example, Vaughan collapsed owing £2.9m to Danske Bank.[84]

Non-UK operationsEdit

Outside the UK, the completion and handover of six schools being constructed under PFI arrangements in Ireland was also suspended following Carillion's liquidation,[175] with Irish suppliers fearing non-payment of Carillion debts[176] (on 6 April 2018, 216-strong Co Kildare-based Sammon Contracting Group sought bankruptcy protection after becoming insolvent due to €8m debts on the schools projects,[177][178][179] before going into liquidation in early June;[180] numerous other Irish subcontractors were also owed sums - on one school, figures ranged from €16,000 to over €200,000).[181] Work was not expected to resume until May 2018.[182] In March 2018, it was announced that the schools building and facilities contracts had been re-tendered, with the schools expected to open in September 2018,[183] but concerns about whether this completion date would be met continued in late April.[181][184] In June 2018, the six former Carillion schools contracts were reported to have been taken over by Omagh, County Tyrone-based contractor Woodvale Construction, with three schools to open in September 2018 and three in December 2018.[185] However, work on some sites was disrupted by unpaid Carillion subcontractors who, on 18 July, became subject to a temporary High Court injunction preventing them from blockading sites.[186]

Four of Carillion's Canadian businesses sought protection from creditors under the Companies’ Creditors Arrangement Act by an Ontario court so that the businesses, employing 6,000 people and including maintenance contracts in hospitals and roadways plus public–private partnership construction of hospitals, could continue.[187][188] On 5 February 2018 Fairfax Financial announced it had taken over several Carillion Canada facilities management contracts, with over 4,500 Carillion Canada employees joining Fairfax;[189] the deal excluded highway maintenance contracts in Ontario and Alberta.[190] On 15 February 2018, it was reported that the Ontario highways maintenance business could run out of money in days and might need to be bailed out by province authorities,[191] though this was denied by the Ministry of Transportation of Ontario.[192] On 23 February, Carillion Canada's bankruptcy protection was extended to 25 May 2018.[193] On 1 March 2018 Carillion's joint venture partner EllisDon acquired its interests in four Ontario hospital projects, becoming the sole service provider at Royal Ottawa Hospital, Oakville-Trafalgar Memorial Hospital, Brampton Civic Hospital and Sault Area Hospital.[194] The Alberta government made $8.9m available to help Carillion Canada continue its highway maintenance operations for the remainder of the winter season.[195] An additional $3.1m was made available in May to allow the company to continue to the end of June.[196] On 30 July 2018, it was announced that Carillion Canada's highway operations in Alberta and Ontario had been sold to Emcon Services Inc.[197]

Political impacts of liquidationEdit

There were immediate calls for a public inquiry from politicians and financial analysts in the United Kingdom.[198] On 16 January 2018, the UK government ordered a fast track investigation into the directors at the construction firm to look into possible misconduct.[199][200]

The company's liquidation raised political questions about the award of UK Government contracts to a financially-troubled business, and about Private Finance Initiative projects and wider privatisation of public services. At Prime Minister's Questions on 17 January 2018, Labour leader Jeremy Corbyn challenged Prime Minister Theresa May over Carillion, asking why over £2bn of contracts had been awarded to Carillion even after the company had issued three profit warnings.[201]

Transport Secretary Chris Grayling faced calls to resign, having awarded a major HS2 rail contract to Carillion in July 2017.[202]

Particular concerns were raised about the National Health Service where 14 hospital trusts had relied on Carillion services and where construction of two major hospital PFI projects – the new Royal Liverpool University Hospital and the Midland Metropolitan Hospital in Birmingham – faced shutdowns and further delays;[203] in March 2018 it was reported that costs on these two projects were over £70m higher than the company was officially reporting.[204] The British Medical Association and Labour Shadow Health Secretary Jon Ashworth were among those who called for urgent action following Carillion's collapse.[205]

The UK Government established a Carillion task force, including representatives from business, construction trade associations, trade unions, lenders and government, chaired by Business Secretary Greg Clark. On 18 January 2018, Clark welcomed the creation of a £225 million fund established by HSBC, Royal Bank of Scotland and Lloyds Bank to support suppliers, particularly SMEs, affected by Carillion's insolvency;[206] a further £100m of lending was offered by the state-owned British Business Bank.[207] Around 30,000 suppliers were reported to be owed approximately £1 billion.[208] MP James Frith tabled an early day motion calling on the government to honour all outstanding payments on public contracts for work completed and to enforce public sector 30-day payment regulations.[78]

Parliamentary investigationsEdit

MPs began an investigation into Carillion's pension deficit, amid suggestions that The Pensions Regulator and the firm’s pension trustees failed to act after the 2017 profit warnings, putting pensions at risk. Carillion operated 13 UK pension schemes, with around 27,000 members,[149] of whom over 12,000 already received pensions. Despite initial estimates of a £587m deficit, reports suggested the true figure could be between £800m and £2.6bn;[209] on 29 January 2018, Frank Field, chair of the Work and Pensions Select Committee accused Carillion of trying to "wriggle out" of pension payments, resulting in a £990m deficit.[210] Pensions advisers were said to have repeatedly warned that Carillion was prioritising shareholder dividends over the funding of its pension scheme.[211]

Carillion directors, trustees of the company’s pension scheme, and the Financial Reporting Council were summoned to appear before the House of Commons Business and Work and Pensions Select Committees on 30 January and 6 February.[212] Directors were also summoned before the Public Accounts Committee on 27 February 2018.[213]

The Business and Work and Pensions Select Committees also wrote to the 'Big 4' firms, KPMG, EY, PwC and Deloitte, asking for detailed accounts of services offered to Carillion, its subsidiaries and pension scheme since 2008, and what fees were received.[214] At 30 January hearing, Frank Field asked the FRC's head Stephen Hadrill whether the 'Big 4' should be broken up in the wake of Carillion's collapse.[215] On 13 February, the 'Big 4' were described by Field as "feasting on what was soon to become a carcass" after collecting fees of £72m for Carillion work during the years leading up to its collapse.[216] It later emerged that Carillion paid £6.4m to 12 firms of advisers the day before pleading for an emergency £10m loan from the UK Government; £2.5m was paid to Ernst and Young, with other large payments to Slaughter and May (£1.2m), FTI Consulting (£1m) and Lazard and Co (£0.5m).[217]

In 6 February hearings, Carillion directors blamed the company's collapse on problem contracts (including two hospital PFI projects – in Liverpool and Birmingham – with cost overruns), high levels of debt arising from the 2011 acquisition of Eaga,[218] plus Brexit, the 2017 General Election and interest rates.[219] The company also claimed it was owed £200m in relation to the Msheireb Downtown Doha project in Qatar[220] – former CEO Richard Howson said he felt like "a bailiff" in chasing the debt.[221] (Carillion's claim was subsequently disputed by Msheireb Properties,[222] with the Qataris prepared to testify to the select committees,[223] providing written evidence to them, and said to be considering a £200m claim against Carillion.)[224] MPs on the two select committees also discussed documents showing that Carillion investor Standard Life had expressed concerns over the company's financial management, strategy and corporate governance in 2015.[218][225] After the session, committee chairs Frank Field and Rachel Reeves said:

This morning a series of delusional characters maintained that everything was hunky dory until it all went suddenly and unforeseeably wrong. We heard variously that this was the fault of the Bank of England, the foreign exchange markets, advisers, Brexit, the snap election, investors, suppliers, the construction industry, the business culture of the Middle East and professional designers of concrete beams. Everything we have seen points the fingers in another direction – to the people who built a giant company on sand in a desperate dash for cash.[219]

After considering the directors' evidence, MPs on the select committees sought further information, particularly where they felt testimony had been "contradictory" or evasive. Other organisations including Msheireb, lawyer Slaughter and May, bankers Lazard and Morgan Stanley, and the clients of three UK PFI projects, were also contacted about their involvement in Carillion's collapse.[226][227] Published correspondence between shareholders (including Kiltearn, Standard Life and Letko Brosseau) – described as "fleeing for the hills" – and Carillion showed repeated efforts to raise issues with directors[228] with the interim CEO Keith Cochrane said to have only a vague grasp of finances.[229]

Further correspondence showed "contemptuous" Carillion directors had repeatedly refused to fund growing deficits in the company's 13 pension schemes,[230] while pension fund trustees had unsuccessfully sought intervention from The Pensions Regulator in 2010 and 2013.[231] Despite these requests, the regulator only opened the process after Carillion entered liquidation.[232] On 22 February 2018, the Pensions Regulator told a joint select committees hearing that it was considering pursuing individuals connected with Carillion to recover cash for its indebted pension schemes,[233] but was criticised for not forcing Carillion to pay sufficient money into its retirement schemes.[234]

On 22 February 2018, MPs also contested evidence from internal auditor Deloitte and external auditor KPMG (in one exchange MP Peter Kyle told KPMG partner Peter Meehan: "I would not hire you to do an audit of the contents of my fridge").[235] Rachel Reeves, chair of the business select committee, said:

Auditing is a multi-million-pound business for the Big Four. On this morning's evidence from KPMG and Deloitte, these audits appear to be a colossal waste of time and money, fit only to provide false assurance to investors, workers and the public. [...] Carillion staff and investors could see the problems at the company but those responsible – auditors, regulators, and, ultimately, the directors – did nothing to stop Carillion being driven off a cliff.[236]

Carillion directors' testimony was further questioned when, on 21 February 2018, a whistle-blowing former Carillion executive told The Guardian the company had been in serious financial difficulty in mid-2016 but directors had been "placating the City."[237] Zafar Khan's successor as finance director, Emma Mercer, was also reported to have voiced concerns about accounting irregularities in April 2017 and at a board meeting on 9 May 2017 which received legal advice from Slaughter and May.[238][239]

After further documentation and correspondence was published by the select committees, Carillion directors bosses were described by MPs as "fantasists" chasing "a pot of gold",[240] with chairman Philip Green described by Rachel Reeves as having "either a woeful lack of leadership or no grip on reality."[241] The board rejected an October 2017 break-up plan from EY that proposed selling off profitable parts of Carillion and then entering liquidation, a strategy that could have raised £364m, with the pension schemes getting £218m; the board believed they could successfully restructure the group.[242] A 2017 report to Carillion's banks from FTI Consulting said the firm hid mounting problems with "aggressive accounting and working capital management."[243]

Interviewed by the joint Business and Work and Pensions Committee on 7 March 2018, key Carillion investors Aberdeen Standard Investments, Kiltearn and Blackrock said the board focused more on their own pay than the company's performance, and questioned KPMG's auditing of the 2016 accounts.[244] The protection of directors' pay extended to the creation of a secret bank account for former CEO Richard Howson's share-related bonuses.[245]

PricewaterhouseCoopers told the Work and Pensions Select Committee on 21 March 2018 that its services over the first eight weeks of the liquidation had cost £20.4m;[246] this followed MPs' accusations that PwC had been attempting "to milk the Carillion cow dry".[247]

Two days before the 16 May 2018 publication of the parliamentary inquiry report, Frank Field said Carillion had "displayed utter contempt for its suppliers", using them to "prop up a failing business model" and conceal true levels of debt.[248] The report was also expected to recommend that the Insolvency Service should consider disqualifying some former Carillion directors from future boardroom positions,[249] and that The Pension Regulator be scrapped and replaced by a new, more powerful body.[250]

Parliamentary inquiry reportsEdit

The collapse of Carillion and related implications were investigated by multiple Parliamentary select committees.

Described as "excoriating" and "damning",[251] the final report of the Parliamentary inquiry by the Business and the Work and Pensions Select Committees into the collapse of Carillion was published on 16 May 2018. Its opening paragraph summarised the committees' views:

Carillion’s rise and spectacular fall was a story of recklessness, hubris and greed. Its business model was a relentless dash for cash, driven by acquisitions, rising debt, expansion into new markets and exploitation of suppliers. It presented accounts that misrepresented the reality of the business, and increased its dividend every year, come what may. Long term obligations, such as adequately funding its pension schemes, were treated with contempt. Even as the company very publicly began to unravel, the board was concerned with increasing and protecting generous executive bonuses. Carillion was unsustainable. The mystery is not that it collapsed, but that it lasted so long.[252]

The report said Carillion's collapse had significant consequences, citing: over 2,000 job losses; a pension liability of around £2.6 billion reducing payments to 27,000 pension scheme members; debts owed to 30,000 suppliers, sub-contractors and other creditors; and £150m in UK Government expenditure to keep essential public services running.[252] Former directors Philip Green, Richard Adam and Richard Howson were singled out for particular criticism. The select committee chairs (Frank Field and Rachel Reeves) called for a complete overhaul of Britain’s corporate governance regime, saying the government had "lacked the decisiveness or bravery" to do so, and accused the big four accounting firms of operating as a "cosy club", with KPMG singled out for its "complicity" in signing off Carillion’s "increasingly fantastical figures" and internal auditor Deloitte accused of failing to identify, or ignoring, "terminal failings". The report recommended the Government refer the statutory audit market to the Competition and Markets Authority, urging consideration of breaking up the Big Four, while two regulators, the Financial Reporting Council and The Pensions Regulator, were branded as "chronically passive".[251]

In light of the MPs' criticism, The Pensions Regulator's CEO Lesley Titcomb announced she would step down at the end of her four-year term in February 2019.[253] On 25 June 2018, TPR announced it was considering issuing a contribution notice – a legally enforceable demand for a financial contribution to the pension deficit – against former Carillion directors.[254][255]

The select committee chairs wrote to former Carillion directors, to financial, auditing and pensions regulators, to industry bodies including the Insolvency Service and the CBI, and to Carillion's auditors seeking their responses to the report.[256] The responses were published on 12 July 2018.[257]

The parliamentary inquiry was criticised for lacking objectivity and thoroughness, treating a highly complex situation in an incomplete manner. In published letters to the committees, ex-Carillion CEO Howson contended that Carillion was a victim of its public sector clients and that "any analysis as to the causes of the failure of Carillion is not complete without looking at the way in which government and the wider public sector procured services from Carillion and failed to administer payments."[258]

The committees chairs were critical of Carillion's directors continued denials that they were to blame, and concerned at the lack of "meaningful competition" in the audit market; Rachel Reeves, chair of the BEIS committee, said: "The CMA needs to closely examine the audit market and as a Committee we will be keen to see what remedies are proposed to fix the broken audit market."[259]

The Public Accounts Committee published a report on Government risk assessments relating to Carillion on 23 May 2018.[260] It criticised the government for not identifying that Carillion was financially struggling long before its January 2018 collapse, saying its "traffic light" system of warnings (rating suppliers as green, amber, red, plus black for 'High Risk' status) was "too slow and clunky". Carillion had been downgraded to red following its July 2017 profit warning; when officials recommended a provisional black rating in November 2017, Carillion bosses persuaded them not to.[261] Like the Business and the Work and Pensions Select Committees, the PAC called for a Cabinet Office review of the roles of crown representatives after they failed to spot Carillion's perilous state.[262] In September 2018, after receiving a "complacent" Cabinet Office response to the Business and the Work and Pensions Select Committees recommendations regarding crown representatives, Frank Field said: "The picture the Cabinet Secretary paints of our Crown Representatives is more Johnny English than James Bond, instilling little confidence in their ability or capacity to defend the public interest in the multi-billion pound world of Government outsourcing."[263]

The Public Administration and Constitutional Affairs Select Committee said there were fundamental flaws in how the government awarded contracts because of "an aggressive approach to risk transfer." In a report published on 9 July 2018,[264] the committee said ministers tried to spend as little money as possible; it often did not fully understand the risks it was transferring to private companies, and failed to appreciate differences in quality provided by rival bidders because procurement decisions were driven by price. As a result, it said public services had deteriorated.[265]

National Audit Office investigationEdit

In June 2018, the National Audit Office published its investigation into the collapse of Carillion, criticising the government for not spotting financial problems at a key supplier sooner.[90] The report also highlighted that accountants and lawyers managing the liquidation were set to earn £70m in fees, with special manager PwC set to receive £50m. It was forecast that the collapse would cost the UK taxpayer £148m.[266]

The chairs of the Parliamentary select committees enquiry, Frank Field and Rachel Reeves responded to the NAO report. Field said Carillion had "hoodwinked" the government and viewed PwC's involvement in managing the liquidition as a potential conflict of interest. Reeves said: "The dice are loaded in the Big Four's favour. They make a killing in fees advising struggling companies how to turn them round and then they pocket millions tidying up when that advice fails."[267] In August 2018, it was reported that PwC billed for £20.4m in fees during the first eight weeks of the insolvency, charging an average of £356 an hour,[268] with the Official Receiver, David Chapman, alone billing almost £300,000.[269]

In August 2018, former Auditor-General Sir John Bourn told a Channel 4 Dispatches programme that Carillion was "like a Ponzi scheme" while Government scrutiny was "inadequate".[270]

Accounting investigationsEdit

On 29 January 2018, it was reported that Carillion's auditor KPMG would have its role examined by the Financial Reporting Council (FRC).[271] In March 2018, the FRC's conduct committee announced an additional investigation into the conduct of former Carillion finance directors Richard Adam and Zafar Khan (both members of the ICAEW), focusing on the preparation and approval of Carillion's financial reports for 2014, 2015 and 2016, and the six months to 30 June 2017, as well as provision of other financial information from 2014 to 2017.[272][273] Initial interviews had been undertaken by May 2018, with more to follow, and tens of thousands of documents to be reviewed as part of the FRC's investigation looking at 'contract accounting', 'reverse factoring', 'pensions', and 'good and going concern'.[274]

Business secretary Greg Clark told the work and pensions committee on 21 March 2018 that he planned an independent inquiry into the operations of the FRC following Carillion's collapse.[246]

In June 2018, it was reported that KPMG and Carillion bosses had maintained a £329m valuation of goodwill relating to the former Eaga business (later Carillion Energy Services), despite huge losses. Ignoring the impairment meant they could continue to pay dividends and directors' bonuses, including £1.8m each paid to Richard Howson and Richard Adam.[275]

In a June 2018 report on audit standards across eight accounting firms, the FRC identified "failure to challenge management and show appropriate scepticism across their audits." It highlighted a decline in the quality of work undertaken by the Big Four, with KPMG performing the worst. There had, the FRC said, been an "unacceptable deterioration" in the quality of KPMG's work, and the FRC would scrutinise KPMG more closely as a result.[276]

In June 2018, the Financial Conduct Authority said its investigation (announced on 3 January 2018) extended to allegations of insider trading in Carillion shares prior to its trading update on 10 July 2017.[277]

Call for criminal investigationEdit

In September 2018, the Unite union called for a criminal investigation into the behaviours of Carillion's management.[278]

Wider potential impacts on UK industryEdit

Mark Farmer, the author of an October 2016 report calling for industry modernisation,[279] repeated accusations that Carillion and many of its rivals had failed to modernise, innovate or cut down on wasteful inefficiencies in their business models and worksite practices. He also warned that Carillion's collapse could be the first of several if the industry did not overhaul itself.[280] This followed a Financial Times report[281] that the Cabinet Office had established a team to monitor Interserve, another financially troubled firm[282] (though a market analyst said: "in the case of Interserve the arithmetic doesn't look anything like as bad as Carillion")[283] and delayed publication of the March 2017 annual accounts of Laing O'Rourke.[284] Other outsourcing businesses also came under scrutiny; Capita announced a profit warning on 31 January 2018,[285] while Serco and Mitie were called to give evidence to Parliament's Public Administration and Constitutional Affairs Select Committee on 8 May 2018.[286] The following day, Cabinet Office minister David Lidington told the Committee that the government might consider "reputable providers outside of the United Kingdom" to reduce dependency on current suppliers of key public services; revealing that in some key markets, the top five suppliers had nearly 60% of the market, he said: "that does cause some concern, I would like that market to be bigger."[287] In June 2018, Lidington said the UK government planned procurement reforms, including an extension of the Social Value Act, to give more weight to social value when awarding public contracts and less weight on price.[288]

In the wake of Carillion's liquidation, UK contractors trade association Build UK set out an agenda to reform the construction industry's commercial model, potentially eliminating unfair contract terms, late payment and retentions.[289] MP Peter Aldous proposed new legislation to reform payment practices and abuse, gaining support from over 60 construction and maintenance trade bodies;[290] on 23 April 2018, ahead of its second reading (twice postponed, and now scheduled for 26 October 2018),[291][292] the Aldous Bill to amend the 1996 Construction Act had gathered the support of over 120 MPs and 76 trade bodies representing over 355,000 companies and many self-employed professionals.[293] The UK government also began consultations on proposals excluding suppliers from major government procurement processes if they cannot demonstrate good payment practices.[294]

A private members' bill was introduced by Labour MP Andy Slaughter (backed by the Campaign for Freedom of Information) to make contractors carrying out public works (such as Carillion, G4S and Serco) subject to freedom of information requests.[295] This change, as well as extension of the Social Value Act, were among proposals made by the Trades Union Congress in an April 2018 report on lessons to be learned from Carillion's collapse.[296]

The Financial Reporting Council proposed reforms to the treatment of listed company directors' share-based bonuses, requiring them to be held for at least five years.[297]

OperationsEdit

 
Tower block in Birch Street, Wolverhampton and from July 1999 to March 2015, the head office of Carillion
 
The former Staffordshire Building Society office and, from March 2015, the head office of Carillion

Carillion provided facilities management services (including cleaning, school meals, hospital maintenance, and defence accommodation – it maintained around 50,000 service family homes in 360 defence establishments),[298] provided architectural and engineering design and project management services (through TPS Consult), and undertook a range of construction projects in sectors including: aviation; central government; commercial, retail, residential and leisure; corporate; defence; education; financial services; healthcare, local government; oil and gas; and transport.[299]

Most of its business was in the United Kingdom, but it also operated in several other regions including Canada, the Middle East and the Caribbean.[300] As of January 2018, the UK Government has been required to provide funding for Carillion's public sector work, which continues despite the company's entry into compulsory liquidiation.[301]

Carillion comprised 326 subsidiary companies, joint ventures (a mix of majority and minority shareholdings) and holding companies, 199 in the United Kingdom,[215] plus others in Canada and other countries. Sarah Albon, chief executive of the Insolvency Service told MPs on 30 January 2018 that Carillion had 169 directors in total but poor Carillion record keeping had made determining that number difficult.[215]

Board of directorsEdit

As of 16 January 2018, Carillion plc's board comprised (in order of appointment to board):[302][303]

Previous directors included (in order of resignation from board):

  • Richard Adam (finance director, appointed April 2007, resigned 31 December 2016)*
  • Ceri Powell (non-executive director, appointed April 2014, resigned 31 March 2017)
  • One-time CEO Richard Howson (appointed December 2009, resigned 10 July 2017)*†
  • Zafar Khan (finance director, 1 January – 10 September 2017)*
    • Emma Mercer (succeeded Khan as finance director in September 2017, but was not a plc board director)*†

(*The directors marked with an asterisk gave evidence to the House of Commons Business and Work and Pensions select committees on 6 February 2018.[225]
† The directors marked with a cross gave evidence to the Public Accounts Committee on 27 February 2018.)[213]

Problem contracts and prosecutionsEdit

In November 2013, Carillion was fined £180,000 plus £28,551 in costs for breaches of health and safety regulations which led to a motorcyclist being completely paralysed in an accident on the A12 in England. The Health and Safety Executive said that Carillion had failed to put up signs to warn motorists of a road closure in good time.[304]

Its subsidiary Clinicenta had a contract to run a treatment centre at Lister Hospital in Stevenage which was terminated in 2013, after the Care Quality Commission found the unit was not meeting minimum standards.[305]

In January 2016, Carillion was fined $900,000 for failing to clear Canada’s Queen Elizabeth Way of snow on two occasions following winter storms in November 2015.[306] In October 2016, Carillion's Canadian operation was convicted and fined $80,000 plus a $20,000 victim surcharge by the Government of Ontario for improperly disposing of waste material in an unapproved area.[307]

In November 2016, it was reported that Nottingham University Hospitals NHS Trust planned to end its estates and facilities services contract, awarded in April 2014 to the company, after nurses had been forced to clean the wards because of a shortage of seventy cleaning staff.[308]

Major projectsEdit

 
Government Communications Headquarters (2003) built by Carillion
 
The Beetham Tower, Manchester (2006) built by Carillion
 
The Yas Hotel Abu Dhabi (2009) built by Carillion
 
Angel Gardens, Manchester. On-site but incomplete at the time of liquidation

Major projects involving Carillion have included:

AwardsEdit

In 2008, the company secured first place in the category for large and medium-sized companies with high environmental impact in The Sunday Times Best Green Companies Awards[366] and, in 2017, the company received the Queen's Award for Enterprise in the Sustainable Development category.[367]

See alsoEdit

Notes and referencesEdit

  1. ^ Carillion's Annual Report and Accounts for the year ending 31 December 2016 said the group had 31,628 employees - 19,256 in the UK and 12,372 overseas - plus 11,429 staff employed in joint ventures located in the Middle East.[3]
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External linksEdit