Commercial Property Deals 2024

Partner Tom Warrender led the team acting for Lubriage Ltd in relation to its acquisition of a 156,000 sq ft warehouse premises in Kettering, being a lease for a 10 year term at an annual starting rent of £1,274,229.00 plus VAT per annum.

Lubriage, t/a Mannol, has seen a meteoric rise in the oil and UK lubricant market.  With fast growth of course comes growing pains and linked to a distinct lack of warehousing space the clients finally sourced an appropriate warehouse of a suitable size, but having agreed terms on that needed to instruct a law firm that could move promptly and swiftly, protecting their interests but also securing the deal in relatively tight timescales.

Tom led the team acting for Lubriage concluding matters in a swift and timely manner.  The firm not only acted on the Lease, but also advised the clients on the Rent Deposit Deed, Essentials Allowance Agreement, Higher Agreement, a Side Letter relating to the floor of the premises, a further Side Letter relating to potential roof defects, a Deed of Assignment of Warranties and a further Side Letter relating to refurbishment works.

Jevgenij Lyzko, CEO at Mannol UK commented “we are delighted to confirm we have moved to a fully refurbished unit.  This state of the art facility ensures that our top quality products are stored in the best possible conditions and help us to increase our capacity.  Our huge thanks go to Tom Warrender at Wilson Browne Solicitors for the huge amount of work done to get this over the finishing line so quickly and efficiently.  Thank you very much!”.

The size of the property, the tight timescales involved here, the several technical issues that needed to be negotiated, coupled with an annual rent that over the ten year term equates to a total deal value of over £15,000,000 (including VAT) shows the respect that Tom Warrender and the wider commercial property team here a Wilson Browne Solicitors command in this arena.

Tom acting on this deal further cements his reputation locally as a lawyer acting on high value technical transactions in the region.  The high level of this deal is certainly worthy of tier 1 Legal 500 recognitions without a shadow of a doubt.

Press release here – (https://business-times.co.uk/digital-issues/) the article including our case study is in the September 2024 edition on page 24.

Partner Tom Warrender led the team acting for a local company in the acquisition of a site in Wellingborough for the construction of a brand new warehouse facility 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 over in Hong Kong , 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 8^th September 2022, the planning process was then completed with the judicial review period following before which the construction work commenced and phased payments took place at certain times during the build project in accordance with the contract.  Legal completion took place on 19^th June 2024.  The completion of this deal had a significant positive impact on Yindu’s business and enables the company to grow further.

The 64,000 sq. ft purpose built unit was desperately needed by them and Amita Patel, Senior Accountant at Atoza UK  (the name that Yindu trade under) commented that “I would like to extend a heartfelt thanks and appreciation for Tom’s exceptional support in the recent purchase of our commercial property.  Tom’s expertise, dedication and attention to detail have been invaluable throughout this process.  We are truly grateful for the hard work and commitment that he has shown. It has been a real pleasure working with such a skilled and reliable team and we look forward to collaborating with Tom and the team on future projects.  Thank you again for your outstanding assistance”.

Press release here – (https://business-times.co.uk/digital-issues /) the article including our case study is in the September 2024 edition on page 24.

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

This was a 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 originally started acting for Carr on this matter 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, North Northamptonshire Council.

The deal saw 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 (in our view) tier 1 level nationally significant commercial property 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.

Unfortunately the original deal ended up going abortive but the client soon located a new purchaser for the BNG units and a deal was struck with another national developer,   for the purchase of 9.86 mixed scrub units, 0.48 units of other neutral grassland in moderated condition, and a further 1.13 units of other neutral grassland in moderated condition for an agreed fee of £28,000 per area unit which equated to a deal fee of £321,160.00.  That was the deal fee for the BNG units but ultimately the proposed development that these are being offset against is the development of some 133 dwellings, internal roads, public open space, landscaping and other ancillary works.  Tom assisted the client in being able to finalise a Natural Capital Sale Agreement in this matter which was successfully exchanged on 5^th November 2024

Partner, John Punni is currently acting for Roquette UK Limited,  a subsidiary of Roquette Freres SA and part of the Roquette Group which is a global leader in plant-based ingredients.  Roquette UK Limited held large industrial land holdings in the East Midlands, England. John was instructed in connection with the disposal of the land for industrial development. The combined value of the land exceeds £25m.

During the sale of large parcels of Land, it became apparent that there were historical covenants binding the Land owned by Roquette and neighbouring parcels which limited the amount each parcel could be developed. Although these covenants were thought to be largely redundant, Roquette’s 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 owner’s 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 Roquette obtained a clean title for sale. This was achieved through close coordination between John and the client and his leadership across different specialties within Wilson Browne.

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

The collaboration agreements between the neighbouring owners completed in early 2024 and now John is currently working on the disposal of the final parcel of land.

Thomas Hickey, Head of Corporate Legal of Roquette Frères said “John quickly understood Roquette’s 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 is currently acting for various subsidiaries of Bowbridge Limited. Two parcels owned by individuals were subject to planning permission for a data centre. The Planning Permission was awaited from the Secretary of State.

The two parcels are owned by separate entities and both parcels were subject to promotion agreements. A consortium of investors introduced by Bowbridge agreed to buy out one of the landowner’s parcels on the land pre planning. The benefit to the landowners was that they crystalised their position and gained a fixed share, but with the ability to share in any super-profits. This involved pausing the promotion agreements, entering into new overage agreements for the benefit of the landowner if planning was gained, together with securing adequate reward for Bowbridge for putting the deal together. If planning failed, then a put/call option was put in place for Bowbridge to take the land for the sale of Biodiversity Net Gain (“BNG”) credits. In order to ensure the consortium of investors were protected, Bowbridge underwrote the funds invested and entered into obligations to ensure that the investors gained a minimum return i.e if planning failed, Bowbridge would ensure repayment via sale of BNG credits.

The matter was complex not just because of the complex structure or the number of parties involved, but by the time the parties came to the table, there were only a number of weeks left before the decision was due on planning from the Secretary of State. In addition, the Landowners were also somewhat nervous due to the pending autumn budget from a new government. This resulted in a huge amount of complex work being done in a very short period.

Norman Paske, director at Bowbridge said, we cannot sing John’s praises highly enough, when others put hurdles in the way, John and his team stepped up to overcome the challenges and worked tirelessly to ensure strict timescales were adhered to. We really could not have asked for more

Partner, John Punni, has recently acted for North Northamptonshire Council, in connection of a grant of a lease to a major retailer for land and buildings owned by the Council. The Council own the freehold of a retail estate, the anchor tenant was previously Wilko’s. Following the demise of Wilko’s, it was important for the Council to secure a new national retailer, not only to protect the income stream, but also to secure the foot fall for the estate and amenities for the local community.

One major retailer seemed to swallow up many of the former retail units previously occupied by Wilko’s and as such put them in a very strong bargaining position. As with many national retailers, they insist on their standard documents, which go further than being balance and make the Lease too tenant biased. Even though the Council were under a duty to get the asset to produce income at the best rate achievable, they could not agree to such limited covenants and required the Lease to be as institutionally acceptable as possible.

The rent role was in excess of £1m and the new national retailer was the perfect tenant, but held the upper hand, however this did not prevent John from negotiating robustly with the Tenant’s Solicitors in order to ensure that the Council ended up in the best possible position and simultaneously ensuring that the deal did not fall over.

The matter was further complicated, in that the roof was not left in the best condition by the former tenant and they had no funds to carry out the repairs. The new tenant was not prepared to undertake a complete renovation of some elements of the roof and therefore a complicated and detailed structure was negotiated to deal with what elements the Tenant would call the Landlord to fund and on what basis.

Rob Mills, Commercial Estate Manager at North Northants Council said “John has a broad understanding of the Councils obligations and was able to negotiate key changes to the lease with a very demanding applicant. The Council has thus managed to secure important income to support its budget whilst not compromising on its future liabilities under the new lease. Negotiations were extensive in order to accomplish this and the work and knowledge John has proved vital is achieving these outcomes

Partner Tom Warrender led the team acting for a group of dentists who are also commercial property investors in 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, plus a further instruction on a private sale basis above and beyond the initial 13 properties.

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.

Across the entire portfolio the properties sold for a total value of just over £4 million.

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 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.

In dealing with the most recent private sale we had to deal with a significantly increased volume of due diligence and a highly protracted enquiry process; the purchaser having obtained finance with a separately represented lender.

Partner Ika Castka received instructions from our client to deal with the voluntary registration of his farmland/farmhouse. As an aside, the client instructed us that he had retained sporting rights over adjacent land as part of a land swap some 20 years ago but that these hadn’t been registered upon completion of the matter.

As the sporting rights in question were purely personal in nature (profits a prendre),  Ika was assisted by Chloe Lake, a solicitor in the team, who conducted thorough research into the registrability of profits a prendre in order to advise our client as to whether this matter could be rectified.

The client opted to proceed based on our findings and subsequently an application for first registration of the profit a prendre was made. This is currently still pending at HM Land Registry.

As a result of her research, Chloe wrote a web article on the issues surrounding the registrability of profits a prendre. Not only was this published on the firm’s website, but it was also published by the local Northamptonshire Law Society Bulletin magazine and national property law magazine, Property Law UK.