Methodology
As Project Leader, Jonathan’s role throughout the Project will be to proactively co-ordinate and oversee our work to ensure that it’s properly resourced, that we deliver each element on (or before) time, that all our work is consistent and that nothing ‘falls between two stools’. He’ll be available as a single lead point of contact to answer any query or ensure its swiftly answered by the relevant specialist.
Stage 1:
1. Kick off meeting: Immediately following appointment we’d seek an initial meeting between our Core Team and yours, to fully understand: what preparatory thinking has already been done, who the counterparty is or could be, the discussions to date, any unusual site issues, timing requirements and the parties’ overall objectives and desired outcomes. We will also consider and discuss the key considerations to Sovereign Network Group and your structure in relation to contracting with such a party and factoring in key regulatory considerations to ensure that these are properly considered at an early stage.
2. Information gathering: We’ll need to understand title and contractual issues relating to the relevant sites– from title restrictions and overage to assignment restrictions in the relevant agreements. At the initial stage we would agree specific workstreams and timescales with you for carrying out the due diligence work and set up a data room for ease of information sharing.
3. Negotiation of heads of terms: We will work with you to prepare and negotiate heads of terms to be entered into with the proposed partner. In addition, you may wish to enter into a lock-out/exclusivity agreement with the proposed partner to cover the due diligence phase, we can advise You on this, along with any NDA that the proposed partner may require.
Stage 2:
1. We will review the option agreements and provide detailed reports on the key terms and risks. Prior to commencing this work, we will discuss over-arching key concerns for SNG to ensure that the reports are tailored to and specifically address your needs and concerns. Due diligence will also be carried out by reference to the heads of terms, with a view to ensuring that any incompatibility between the option agreements and the heads of terms are flagged as soon as possible so that they can be resolved.
2. We will carry out title due diligence and provide development focused reports on title to you. As part of this exercise, we will agree wit You the searches to be carried out to ensure that work is not being doubled up – for instance, we would not want you to pay for utility reports if the delivery partner had already carried out detailed utility surveys and reports and was able to offer You reliance on these.
3. Following completion of the due diligence exercise and reporting, we can prepare a high level overarching risk register to ensure that key due diligence risks are set out in a single, easy to read document. We would also recommend having a meeting with you to specifically discuss the results of our due diligence and to agree risk mitigation strategies for any risks identified.
Stage 3:
1. Jonathan will lead our team on the creation of the LLP, the negotiation of the LLP Agreement and the documents required to transfer the option agreements into the LLP. We will also discuss with You options in relation to securing the affordable housing provision on the site, which could be by way of a pre-emption agreement or a conditional agreement for the acquisition and development of the affordable housing. We will advise You on which route would be the most appropriate, taking into account the planning timeline, the delivery partner and the delivery strategy for the scheme.
2. We will host regular catch-ups with You to ensure that the transaction proceeds at the required pace, that You are kept fully up to date and to discuss any potential issues as they arise. We will provide an over-arching transaction report setting out the key details and risks, along with detailed reports on each transaction document. We can tailor these reports to Your organisations specific requirements and can present to Your board and respond to any questions on the transaction that they may have.
3. Contract Close: We’d liaise with you and the counterparty to ensure the full documentation package is engrossed and executed. We’d agree a completion agenda with our counterparts and hold a completion meeting (likely virtually).
4. Bible & critical dates table: Following completion, we’d prepare a bible collating scans of all documents, title certificates, advices and reports and documentation summaries and including a schedule of any critical dates and make this available to you electronically.
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