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SJ Berwin Advises on Nearly £3 Billion of Transactions Prior to Royal Assent

Thursday 12th August 2004

David Ryland, Head of Real Estate Finance at SJ Berwin and leading property finance lawyer, and his team acted on a total of 26 transactions which needed to be completed prior to Royal Assent of the Finance Act this year.

The transactions involved an aggregate value of nearly £3 billion and were completed within a very tight time frame and required detailed consideration of a wide range of property, partnership, corporate, banking, tax and financial services related issues.
The structures involved the combined use of offshore unit trusts and partnerships. SJ Berwin pioneered the use of offshore unit trusts as property investment vehicles in the mid/late 1990s and worked on the first hybrid partnership/trust structures in 2001. The firm developed this further as a vehicle to reconstruct partnerships in late 2002, thereby again anticipating the market.

The transactions included the following:

(a) Arlington Property Investors (API), part of Arlington Securities Limited – a restructuring of the Regent Retail Parks Partnership, the Regent Residential Partnership, the Whitgift Limited Partnership and the Two Rivers Limited Partnership.

(b) Matrix Securities – restructuring of the Matrix Portfolio No 1, Portfolio No 2 and Sherburn Limited. Two separate loan facilities were entered into with the Bank of Scotland for an aggregate value of nearly £500 million.

(c) Capital & Regional – restructuring of the X-Leisure Umbrella Partnership.

(d) X-Leisure Fund – buyout of Burford’s interest in the O2 Complex, Finchley Road, NW1

(e) The Leisure Fund Limited Partnership restructuring.

(f) Schroders – the restructuring of Legal & General's partnership interest in the Bracknell Regeneration Limited Partnership.

(g) Schroders – the reconstruction of the West End of London Property Unit Trust by the restructuring of the Partnership owning vehicle and consequential changes to reflect the takeover by GE Capital of Benchmark Group plc.

(h) A joint venture acting for a major pharmaceutical company to establish a vehicle for the future development of its research and development site in Bedfordshire as a world class science park.

(i) Scottish Widows – the investment by Scottish Widows in the Mall Unit Trust and a further investment into Threadneedle Capital and Income Property Fund.

(j) Stannifer – the transfer of interests held in various major UK shopping centres into four separate fund vehicles.

The team working with David Ryland in relation to the transactions included Delphine Currie, Heather Corben, Adrian Brettell, Stephen Marshall, James McDonald, Sian Owles, Darren Stolzenberg, Angela Newton, Tom Dane and Alex Moezi.

David Ryland continued, “The level of activity has been phenomenal. All members of the team were required to work very long hours against very tight timetables and a wide range of disciplines were required across the firm.“


Notes:
  • SJ Berwin's Real Estate Division totals just under 100 staff of which 17 are partners and 45 assistants, encompassing the disciplines of Commercial Real Estate, Construction, Planning & Environment, Property Litigation and Real Estate Funds.
  • There is an increasing emphasis on cross divisional activity with related areas of Banking, Corporate and Tax. The division acts for blue chip clients including British Land, Royal Bank of Scotland, the Hilton Group, Brixton plc, AXA, the Crown Estate, Marks & Spencer and Gazeley.
  • The Real Estate Team has recently been awarded "Real Estate Team of the Year" in the Lawyer Magazine Awards 2004, following its advise on the RBS/Canary Wharf transaction.
  • Revenue from Real Estate represents approximately 21% of the firm's total revenue.
  • David Ryland partner at SJ Berwin since 1988. Throughout his career he has specialised in commercial property work with particular emphasis on property finance, investment, hotel transactions and urban regeneration. David has been ranked in a series of publications as one of the leading lawyers in his area. In Legal 500 2000, he was described as "a pioneer in the development of new property vehicles" and "property finance guru". In Chambers 2001- 2002 he was described as "the best legal mind in the country" and "in a class of his own". In Legal 500 2002 he was described as "magnificent property finance partner" and "incredibly clever .… pioneer of the "now terribly trendy" offshore unit trusts – and other innovative and complex vehicles, several of which have been generally adopted in the marketplace". In Legal 500 2003 he was described as "outstanding". In Chambers 2002-2003 he was described as "one of the brightest guys around", "one of the pioneers", "streets ahead of everyone else", "there is not a better brain in the legal world" and "first class - a leading light". He has also been ranked in surveys in Euromoney as one of the world's leading real estate lawyers and in the Times 2003 as one of the leading real estate lawyers in the country.
  • David has extensive experience of a wide range of property finance mechanisms, including development agreements, joint ventures, forward sale, overage sale, side by side leases, trusts for sale, secured lending and equity kicker agreements. He is also widely recognised as a specialist in investment mechanisms including limited partnerships, and unauthorised unit trusts. He has also worked on numerous tax-related property transactions including finance and operating leases, enterprise zone schemes, and transactions to securitise cash flow from properties and maximise tax benefits from property related cash flows. He has been personally involved in the establishment of property funds for an aggregate value nearing over £7 billion and on the syndication of property among retail investors for an aggregate value in excess of £2.5 billion. He has also developed various structures to facilitate differential levels of gearing exposure to the same underlying assets.
 
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