Shoosmiths’ living sector specialists advised Countryside Properties on two successful phased acquisitions on 620 units of serviced housing parcels as part of a wider 1,800 unit scheme at Houghton Regis, Bedford, as well as the onward partnership disposals to several Private Rented Sector (PRS) and affordable housing providers.
The team was led by real estate partner David Perry and assisted by real estate tax partner Dan Kennedy.
Other members of the housebuilder team have separately and at different times also advised Storey Homes and Bellway Homes, led by Brian West, and Vistry Homes, led by Steve Wiltshire, on the acquisition of other parcels within the same development.
The Countryside parcels formed part of a larger residential development where there was significant interest in the new settlement scale scheme from national housebuilders and requiring prompt progress to secure the unconditional purchases.
The scheme title had been assembled from a patchwork of landholdings into a land pooling trust, with numerous historic title entries that needed to be navigated, and the parcel acquisitions each involved several layers of complexity:
- The unconditional purchase offers were to tight deadlines, limiting the extent to which conditionality could be used to mitigate title issues and progress of estate infrastructure works;
- The landowner had secured an outline planning consent without phasing provisions, and had put in place an escrow agent arrangement for management of site-wide Section 106 contributions which was designed to reduce Stamp Duty Land Tax (SDLT) liabilities, and which meant that each parcel would not be ‘consuming its own smoke’ for significant planning obligation requirements;
- The acquisitions were each on a deferred consideration basis, requiring negotiation over provisions for early / accelerated release, security substitution, and finessing requirements for paying down monies on the due dates;
- Detailed tax input was required in relation to the overall transaction structuring, deferred payments and ‘roof tax’ contributions under the section 106 agreement;
- Additional provisions were negotiated to cover step-in and set-off against deferred consideration to secure the site-wide infrastructure development works, as well as protections to true parcel boundaries to highways boundaries;
- The acquisitions were backed off against onward sales of part to PRS and affordable providers, to assist with project cashflow and planning delivery.
