Offers are being sought for 100% of the shares in the vehicle whose subsidiary will acquire the Long Leasehold property (“Target”) (the “total bid price”).

The total bid price should be the aggregate amount the bidder is prepared to pay to acquire the shares in Target on a debt free basis assuming that the Target has acquired the property interests required to be transferred to TTLP in order to acquire the long leasehold interest in the development site from 4C Minories 2 Ltd (the “4C Property”). The cost of the 4C Property will be treated as a debt of the Target to be settled with funding provided by the bidder to the Target at completion.

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Following completion of the share sale, the buyer will be liable to put Target in funds for certain other costs to complete the property acquisition from TTLP, including:

• SDLT on the headlease acquisition from TTLP;
• reimbursing SDLT and other costs incurred by TTLP;
• the premium to be paid to TTLP, plus any liability for overage payments to TTLP; and
• all development costs.

These represent buyer costs and should not be included within the total bid price.

Proposals for payment of the total bid price in stages (subject to long stop dates) may be considered provided the ‘initial’ amounts to be paid on completion of the share sale are above [£30m - TBC].

There are fixed overages that should be assumed as part of the proposal to include those due and payable to TfL (see attached fixed cost note) and a fixed £5M overage payment to 4CM2 or an associated group company/subsidiary should a net sales yield of better than 4.5% be achieved at sale (or forward sale) of the completed development.

Upon payment of the first instalment the Buyer will receive security over the 4C Property by way of a first charge.  Acquisition of the Long Leasehold interest and therefore ownership of the full site will occur at Gateway 1.