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Deals
– Company Commercial |
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Corporate
restructuring and joint ventures |
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Acting
for a private property investment
and development company in relation
to a buy-back of shares in the company
held by an institutional investor,
under the procedure set out in sections
159 to 181 of the Companies Act 1985. The
company also undertook to pay the
institutional investor ordinary and
preferred dividends of agreed amounts
prior to completion of the share
purchase. The transaction included
an overage arrangement, under which
the institutional investor will retain
a small number of shares and may
receive dividends on these shares,
the amount of which will depend on
the outcome of a number of ongoing
projects. On completion, the
institutional investor will purchase
a 50% share in a joint venture with
the company, relating to a proposed
major residential development. |
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| Jersey
Property Unit Trusts |
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| We
acted for two Isle of Man companies
in relation to their purchase
of a Jersey property unit trust
for a total consideration in
excess of £30 million.
The unit trust is the owner
of a portfolio of freehold
and leasehold properties, which
are each the subject of occupational
leases. The transaction included
the amendment and novation
of an existing purchase contract
as well as due diligence on
the constitution and operation
of the unit trust, various
related contracts and the properties. |
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| Share
Sales |
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| Acting
for an individual property investor on
the sale of a special purpose vehicle,
which was the owner of an office building
in Newbury subject to a mortgage in favour
of Skipton Building Society. The transaction
involved the quantification of existing
liabilities, the preparation of completion
accounts and apportionment of rent, VAT
and interest on the Skipton loan. |
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| Secured
Lending and Property Finance |
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| We
acted for a privately-owned property
investment and development group in agreeing
bank facilities and related security
arrangements for the acquisition of a
business park. Subsequently, we advised
on an increase in that facility and additional
security arrangements to enable the group
to acquire an additional property investment. |
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| Joint
Ventures |
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| Acting
for a property developer
in setting up a joint venture
with a leading listed property
company, to acquire a site
in Barnes, London SW11 for
redevelopment as a convenience
foodstore and housing. The
listed company agreed to
provide any funding required
for the project that was
not obtained from banking
sources or by the forward
sale of the development.
We set up a joint venture
company, prepared the joint
venture agreement and related
documents and advised on
the loan and security documents
entered into between the
joint venture company and
the listed company. |
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| Private
Company Sale |
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| We
acted for a private investment company
on the sale of its fruit and vegetable
trading subsidiaries to another food
trading group for a total consideration
of just under £8 million. Part
of the purchase price was placed in a
retention account as security for warranty
claims, to be released in tranches over
a period of time. It was agreed that
the principal directors of the vendor
would continue to work for the business,
and they entered into new employment
agreements with the main trading company.
The purchaser funded the acquisition
with the assistance of a bank facility,
which was secured on the assets of the
companies being acquired, in accordance
with the procedure set out in sections
151 to 158 of the Companies Act 1985. |
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