The MIPIM Team – Examples Of Work

60,000 + square foot warehouse facility. The deal is conditional on planning, building contracts and all of the usual conditionality for this type of transaction.

The commercial sensitivity of the deal means that client confidentiality is required at this stage but once the transaction reaches completion then watch this space for a further case study giving full details of the company that we acted for and what this transaction means for them as a business.

The instructing client commented;

Tom has been fantastic to work with, extremely responsive and always providing practical commercial advice and solutions along the way.

Partner, Tom Warrender, led the Team at Wilson Browne Solicitors acting for Ubbink and the matter recently reached a satisfactory conclusion.

Ubbink contacted Tom early, when they were looking at new premises. Tom was able to introduce them to Rob Keeves and Charles Church of Underwoods who were able to assist in negotiating terms on a new Lease. Having looked at a couple of properties, terms were finally agreed for the Property at Mansard Close and Underwoods successfully negotiated some fantastic terms for the Client and Tom was then able to act in dealing with getting the Lease and associated documents in place within the Client’s required timeframe. Underwoods were also able to assist via Bill Crowther, in putting together the Schedule of Condition to limit the Client’s repairing liability under the terms of the Lease.

As well as dealing with the legal complexities that a matter such as this can bring, it also required clear communication between all parties, including working with the Landlord’s Agent, Joe Smith of Drake Commercial, to ensure that those all important timescales were met.

Moving the UK business for Ubbink was an exhausting minefield of technicalities, way above my remit so how delighted was I that I struck a partnership with Wilson Browne and in-particular Tom Warrender, his knowledge, drive and understanding was absolutely key with great levels of communication and Charles Church from Underwoods was also vital, I have learnt that when you get into something like moving a business lock, stock and barrel, involve yourself with a very good, strong team as it pays off, I am very proud of the end result and our business will now go to the next level very quickly.

Martyn Chapman Founder & Chair of UPN said

Both myself & David Brown our MD worked closely with Tom Warrender and his team for many months with regard to finalising this deal. UPN has been a client of Wilson Browne for over eighteen years now and we have always found them to be professional and efficient with their advice. We work closely with several of their partners at the firm with regard to commercial law, employment law, trusts, property and trade marks. They are an integral part of our extended management team.

Full article here: TW.pdf (wilsonbrowne.co.uk)

Partner Tom Warrender – national chain of toy shops in relation to their property portfolio in England.

Tom first acted for the company when they opened their first toy shop in England being a shop in England, back in 2014.  Since then they have continued to grow their UK offering opening several shops a year.

All of the premises, bar the first one they opened (which was a High Street premises), that the client opened are in Shopping Centres across the country and they always negotiate a short term 2-5 year lease on a turnover rent basis subject to a capital contribution.

These transactions involve dealing with landlord’s solicitors who have clients who have model form leases for their Shopping Centres coupled with our own client’s requirements for their leases to be in as model form as possible at least in relation to the turn over provisions.  There are often fitout works associated with these transactions and quite tight timescales for when the client can get their own trades people over from Ireland to do the work in a tight window to open at the optimal trading times of the year.

Team Gill is a developer of commercial units, but unfortunately shortly after the acquisition of a unit, it was destroyed by fire.

Partner, John Punni acted for Team Gill Limited and assisted them with interpreting the security documents that they had entered into with their lender, negotiating an interim alternative security arrangement and providing help and assistance with their building insurance claim. The Client needed quick and detailed advice on an ongoing basis during this stressful and difficult period – John advised on their legal position and also offered practical solutions.

Sam Gill of Team Gill Limited said

This was a difficult and stressful time for us, but John was a real rock, he helped with legal and practical advice and was also instrumental in negotiations with our lenders. It is not just about the excellent technical ability that you get with John, but equally about the ability to negotiate a deal which is a good result for clients. John delivers on this in a big way.

John Punni acted for Cooney South Limited, in connection with the acquisition of a large industrial unit in Poole, to house their new state of the art boat manufacturing facility – a freehold acquisition of a large industrial building, with the aid of bank funding.

The title to the Property was vast and unfortunately, John Punni discovered various defects on the title, which he worked tirelessly on to resolve, to the satisfaction of both the Client and their Lender. The transaction was time-critical, as there was fierce competition for industrial units in Poole. The Client had also been looking for a home for their manufacturing business in Poole for some time and this unit was the only real viable option. Therefore, it was with paramount importance to deal with the defects at speed, so as not to lose the unit.

James Cooney, Director at Cooney South Limited said

John has both attention to detail and brilliant problem solving capabilities. The way in which he kept both me informed on a daily basis, as well as the Seller’s Solicitors and the Seller’s Agents helped ensure that we didn’t lose the deal, when the defects were discovered. I don’t believe we would have achieved the same successful result with someone else at the helm!

Partner, John Punni was instructed in connection with the disposal of the land for industrial development.

During the sale of large parcels of Land, it became apparent that there were historical covenants binding the Land and neighbouring parcels which limited the amount each parcel could be developed. Although these covenants were thought to be largely redundant, the Land was encumbered by restrictions preventing dealings unless Buyer’s covenanted to comply with the restrictions. John engaged with the Solicitors acting for the five neighbouring owners and assisted in brokering a deal to remove the covenants and restrictions as well as negotiating and putting in place agreements for each party to contribute to the cost of remedial work needed to an unadopted road.

The substantial legal and technical challenges in respect of title, not to mention the number of parties involved, required legal and commercial solutions to ensure that the seller obtained a clean title for sale. This was achieved through close coordination between John and the client and his leadership across different specialities within Wilson Browne.

John not only dealt with the legal aspects of the transactions, he was also heavily involved in strategic and commercial decision-making. He has weekly meetings with the clients and other professional advisors in order to resolve bottlenecks.

The client said

John quickly understood our objectives and partnered with those responsible for the sale process to help achieve those goals. He secured the trust of other relevant stakeholders, critical to developing and structuring the solutions to a complex set of circumstances.

Partner, John Punni acted for a client in connection with redeeming indebtedness with the existing lender and the refinance of a portfolio of properties to another lender. The portfolio was split over two industrial sites, one of which was occupied by third-party occupiers from the waste industry. There were various occupational tenants in occupation of both sites. This was a time-critical transaction, underpinned by the client being required to pass a strenuous vetting process due to the occupation of tenants in the waste industry.

The complexity of this case resulted in excess of 300 documents transfers between various parties. Multiple communications between several parties and organisations.

The Client said

…the refinance transaction was a big deal for us, as this gave us the ability to continue to grow the business and exploit new opportunities. With John Punni on board, we were able to complete all elements of the transaction on time, within budget whilst continuing to move the business forward. It was not just about the legal knowledge and problem solving that John demonstrated in this transaction for which we are grateful, but also his mentoring and counselling which kept us all sane. Throughout this process John demonstrated time and time again why we approached him in the first instants to act on our behalf. We will continue to use John and the wider team at Wilson Browne for all of our legal transactions.

Partner, John Punni acted for a Client in connection with taking a mineral extraction and infill lease of a land in the East Midlands.

The lease contained complex formulas for the payment of royalties for extraction of minerals, infill royalties for inert materials, tipping royalties, wayleave royalties, as well as surface rent for sterilised land and fixed conventional rents. The terms for how the royalties were offset between one another were complex and required detailed negotiation.

In addition it became apparent there were issues with the title in that one of the parcels of land was bound by a restriction which could not be overcome and the title to the Property was in the name of former trustees of the Landlord. An agreed structure needed to be agreed to overcome the issue, so as to protect the Tenant and prevent the deal from being delayed or becoming abortive. John Punni successfully negotiated, approved and advised on the non-conventional structure, so to avoid the deal from falling over.

The matter was delayed due to the planning permission permitting extraction needing to be renewed. However, due to John Punni’s skilled negotiation and determination, a positive outcome was achieved for the Tenant and all title issues resolved.

John explained matters to us in crystal clarity and was extremely focused in resolving matters to our satisfaction in a timely and efficient manner. Nothing seemed to be too much trouble. When many others would have lost their patience and given up, John persevered until we gained the right result.

Partner, John Punni acted for an undisclosed client in relation to putting in place a Hybrid Promotion and Option Agreement with a National building company.

The deal involved the Builder to promote the Land to the Local Planning Authority, so that the Land fell within the Local Development Plan. The Builder had a period of 6 years to achieve the allocation and this time period was potentially extended by a further 6 years. Once the Land was allocated in the Local Development Plan, the Builder is then under an obligation to gain planning permission to maximise profitability and minimises cost. It is likely that the planning permissions sought would be in excess of 700 dwellings. Once the Planning Permission for the residential units was obtained, the Builder has the right to purchase the land where 60% of the dwellings were to be constructed, at a discounted market rate and the Sellers was entitled to sell 40% on an open market basis to third parties. There were also detailed provisions in relation to core infrastructure that needed to be delivered, percentage splits and a vast array of different scenarios that needed to be catered for.

The documentation involved was hugely complex and the initial agreement completed in a short space of time.

Partner, John Punni acted for a Client in relation to the disposal of a farm, which had partly been developed over years into a residential lettings business, partly farmed, partly offices and partly commercial. There were numerous tenants of occupying different parts of the farm for different uses.

The farm has been in the family for many decades and the various letting business operated from the farm have evolved over that time. There were various defects in many of the tenancies/leases, which required remedying or buyer/Buyers solicitors needed to be persuaded to take a view on them. John Punni successfully remedied those defects that were capable of being remedied and negotiated away the other points with the Buyer’s Solicitors.

The number of documents to be disclosed and enquiries were vast, but with the help of his team, John Punni made ploughed through the enquiries and made all the relevant disclosures with some pace.

Due to the different uses the site was put to, there were various different regularity requirements to cover the farming, residential, office and commercial use. John Punni was best position to deal with this transaction as he has in excess of 20 years’ experience in dealing with Property Law and in that time has covered all component parts of the transaction.

We always use John as our first point of call for all our legal needs. He’s service level and commitment to getting the deal done is second to none. Throughout this transaction, John was always proactive and very pragmatic. Having regard to the volume of documents involved, I am very impressed he achieved to complete the transaction in such a short timescale.

Partner Nina Wilson has dealt with property matters for a Logistics client for several years. She recently acted for the client in the acquisition of a new lease.

It was time sensitive as the landlord wanted to ensure there was no gaps in occupation between the outgoing tenant and the Client taking over. The agreement for lease was conditional on vacant possession and the landlord carrying out various works to the premises. After exchange of the agreement for lease we also had to negotiate a side letter as some of the landlord’s timings slipped but completion successfully occurred on the expected date.

She also acted in connection with a renewal lease for 12 years. There were surprisingly difficult negotiations as the landlord attempted to introduce some clauses to protect the landlord from having to improve the energy efficiency of the building.

Wilson Browne secured overage for this client, a private trust, several years ago by way of a ransom strip lease around a large development site on sale of the site. The site has finally obtained planning and it is being sold off in parcels. As the client is a property owner (rather than the usual situation in overage) the client has been a party to all the property documents. The property transactions have involved a number of options, exercisable over 1 – 2 years, adjustable purchase price, retention provisions and large scale obligations by the purchaser, main seller and the promoter together with variations and latterly an expert determination. Nina has had to deal with numerous parties in connection with complex property arrangements.

The client is a national union with substantial property holdings and has been a client of the firm for many years,  who wanted to consolidate its London offices and its Wandsworth offices, on the banks of the Thames, became surplus to requirements.

The transaction including applying to the Land Registry to recognise the union.  The client’s interest was long leasehold so the transaction also involved negotiation with the freehold owner, the licence to assign and the change of use. The transaction was to a tight timescale as the client’s fallback was an auction at a set date if the sale to the buyer had not proceeded.

Partner Ika Castka has been dealing with various property matters in relation to the estate of a farmer who had substantial landholdings and in his will left them with complex trust arrangements.

As there was a substantial sum owed to the AMC and the estate had few assets other than the property the executors have had to accept that a sale of substantial parts of the property will be inevitable and agents have now been appointed to market.

In addition, there are ongoing negotiations relating to numerous property matters including renewal leases of a garden centre, a telecommunications site, an option agreement for a development site, a complex option arrangement regarding the DIRFT site in Daventry which will be multi party. There are approximately 18 different titles involved across the estate, the deceased having acquired the land over many years. Some of the areas have overage provisions affecting them.

 

Ika Částka acted for a farming/landowning family in connection with the sale of land to a well know national residential developer. Previously Ika had acted in 2003 in relation to the release of restrictive covenants affecting the land in return for the grant of overage to the persons having the benefit of the covenants. There was then an Option Agreement with a developer, which was never exercised. Then Ika acted when the clients entered into a Promotion Agreement with a land promoter who promoted the land through the planning process and were successful in obtaining planning for residential development of the site, and a sale to the national developer was subsequently negotiated.

The matter was complex as the developer wished to obtain release of rights affecting the property as well as further deeds relating to the overage etc. Ika had to deal with the developer’s solicitors regarding the sale, the promoter’s solicitors in relation to the terms of the Promotion Agreement and the solicitors acting for the persons having the benefit of the overage/rights. Furthermore the purchase money was to be paid in tranches, so there was a legal charge to secure the outstanding sums on completion.
The negotiations were complex, particularly given the number of parties involved, and there were many virtual round table meetings to discuss issues.
Ika worked closely with the clients’ land agent to try to bring matter forward to a conclusion satisfactory to all parties.

Deal value £7,600,000.00

Originally the clients were using other solicitors but the matter became too complex for them and Wilson Browne were instructed. The family were to retain the farmhouse and a significant amount of land but due to issues which arose during negotiations with the original buyer’s solicitors regarding access the original sale fell through and we were subsequently instructed on a sale of almost all of the land including the farmhouse, with the family only retaining a minor amount of land. That sale fell through due to issues around water supply but another buyer was found and the matter finally completed, but with a substantial retention regarding resolution of the water supply issues.

The land was owned in eight separate titles, between three different owners, with charges on some parts. The sale was originally to include Single Payment Scheme Entitlements and the contract was initially prepared on that basis, but eventually the client decided to take the Lump Sum Exit Payment.

There was a historic dispute about access leading to detailed disclosures; planning issues; water supply issues and numerous other problems. We worked closely with the client’s agent and bank manager to work towards a successful conclusion to this complex transaction, made more complex as it is linked to the divorce settlement of two of the parties and pressure from the bank to redeem their charge.

Deal value £2,100,000.00

Ika Částka acted for a farming partnership in connection with the sale of development land to a national house builder.

Originally there was an option agreement. The site was complex and involved multiple landowners. Given the size of the proposed development the planning issues involved all landowners in relation to matters such as access roads, open space, services, site layout etc.

There were of course s106 Agreements to be entered into. Ransom strips were created to protect the landowners in relation to potential development of land outside of the ownership of the relevant parties. Once the developers had obtained planning and exercised the option there were then variations to accommodate phased payments, requiring charges over various parts of the site (which involved detailed negotiations regarding protection of value amongst the various landowners). There were cross obligations amongst the landowners regarding potential future phases. Subsequently the developer came back to try to renegotiate the ransom provisions in connection with the sale of a school site.

Deal Value Original total deal value for all parties was £10m

Whether dealing with a multi-million pound construction claim against surveyor and builder’s agent for alleged gross negligence in sign-offs; a claim against the landlord and their builders (under a long lease), where significant distortion was encountered in the dock levellers at a distribution centre, together with poor subterranean preparation works to a yard; claims against a commercial vendor for fraudulent misrepresentation in the Sellers Property Information Form; disputes under a lease; to disputes involving head landlord under a superior lease, subsequent landlords and tenants in a mixed use premises in Brighton with approximately 80 residential flats, a number of offices and a number of retail units; or complex breach of contracts in the supply chain for over 20 years Kevin Rogers has been the go to litigator and works in one of the largest regional litigation teams in the area, recognised by the Legal 500 (Tier 2).

A leading individual in the Legal 500, Kevin and the team can also advise on a wide range of funding options and both before the event and after the event insurance.

Kevin swiftly grasped the key elements of the case and quickly put my mind at rest in this dispute with the construction company that my business had engaged. Knowledgeable, down to earth, professional and positive and made a difficult situation easier with his patience and experience in similar situations….attention to detail and tactics proved imperative in successfully concluding the case.

Biodiversity Net Gain site

Partner Tom Warrender let the team acting for a local farmer in relation to the proposed sale of Biodiversity Units to a local developer who could offset that against their planning conditions.

This is an ongoing complex matter and is particularly timely given the national press given to the importance of Biodiversity Net Gain (BNG) sites and the importance that is being shown to them in planning applications at the moment.

Tom is acting for the client in relation to their proposed sale of Biodiversity Units to a national developer so that in turn will comply with the condition of their planning permission. In order to be able to sell these units then they need a way of calculating the same and the parties are attempting to agree a Management Agreement pursuant to section 39 of The Wildlife and Countryside Act 1981 with the local authority

The deal has already seen numerous round table meetings involving the local authority, planners, the developer, the developer’s legal team, Tom Warrender from Wilson Browne Solicitors and other third parties on the periphery of the deal.

Whilst there has been lots of talk about BNG sites, they are still very much in their infancy and so this has required some very bespoke drafting, working in partnership with all parties involved and clear communication throughout. It is certainly no over statement or over exaggeration to say that Tom’s involvement in this project is a sign of the nationally significant cutting edge work that Tom and the rest of the team get involved in and is a testament to the high regard within which Wilson Browne Solicitors are held

Partner Tom Warrender led the team acting for a group of dentists who are also commercial property investors in numerous auction sales of their commercial property portfolio. In total Tom was instructed on 13 auction sales, one of which ended up proceeding on a private sale basis, 11 more have been sold at auction and 1 more is in the process of being sold further to auction shortly.

The property portfolio is held in a number of ways, so some are owned between the individuals as a partnership, others are held within their pension funds and so this project involved dealing with numerous properties and titles, all of the properties being subject to existing commercial leases to occupiers, different forms of ownership and a mix of properties with different lenders to deal with as well.

The properties were across the country. Across the entire portfolio the properties will be sold for a total value of just under 4 million pounds.

In putting together the various auction packs we had to disclose details of the existing leases, deal with rent reviews that the parties had previously missed or at least not documented properly and rectify those to ensure all of the due diligence was passed correctly to potential purchasers via the auction packs, as well as dealing with pre-auction enquiries, and post auction completions on the 11 matters that have been sold at auction together with completing the private sale in very stringent time frames. The final property was successfully bid at auction with completion set for the end of March.

£10million+ warehouse deal for international client

Partner Tom Warrender led the team acting for an international client in relation to their acquisition of a site in Wellingborough for the construction of a new warehouse in a deal worth over £10,000,000.

The deal was conditional on planning, allowing for the usual judicial review period, it allowed for staged payments, also provided for a retention subject to certain conditions being met along the way.

This was an extremely urgent deal, but given the value and that the client’s parent company who ultimately were funding matters were based abroad, it was essential that significant attention to detail was paid to ensure all bases were covered for the client on this particularly complex transaction. Following the agreement of final Heads of Terms, contracts were exchanged on 8th September 2022, the planning process has now been completed and construction is ongoing; the property should be fully constructed within the next few months, which will have a significant impact on the client’s business and will enable them to grow further.

£Multi-million lease deal

Partner Tom Warrender acted the UK arm of an international group of companies in relation to a Reversionary Lease of a significant site in Wellingborough. The clients had occupied the site for a number of years but it was crucial to both them and their landlord, the local council, to agree terms for an extension which was dealt with by way of a Reversionary Lease. That lease completed and saw a new term (to kick in at the end of the existing lease) to run from 18th May 2023 through to 17th May 2033 at an initial rent of £319,499.25 per annum.

The matter also saw the team assist the client in agreeing a Rent Review Memorandum which saw agreement of previous rent reviews so that 2018/2019 rent review was agreed at £200,000.00 per annum, 2019/2020 and 2020/2021 also agreed at £200,000.00 per annum, 2021/2022 agreed at £379,500.00 per annum and 2022/2023 agreed at £379,500.00 per annum. Including those rent review periods and the rent role for the Reversionary Lease the deal value is some £4,553,992.50.

This deal saw partner Tom Warrender lead the team assisting the client in the UK but also liaising, where appropriate, with their legal teams at their head office in Europe.