Sharon Ayres

Joint ventures/Investment Structures and Funds

• Advising Universities Superannuation Scheme (the largest UK pension scheme) on a long-term £400 million investment JV arrangement with Assura plc (a healthcare property investor and development) involving the establishment of a complex structure (with an English limited partnership and a new private REIT and various property holding SPVs). Assura hold a 20% interest in the joint venture which has an initial term of 20 years. Gowling WLG advised on the structuring and implementation of the joint venture and the acquisition of the seed portfolio of seven assets (£107 million). The acquisition strengthens Assura's balance sheet – and provides USS with a long-term inflation linked income.
• Advising the London Borough of Barnet on and implementing the joint venture arrangement on the £4.2 billion redevelopment of Brent Cross. Sharon advised on the preliminary investment structure which involved looking at a number of complex options that would cater for the project over its lifetime. The joint venture effectively involves a the development of a new town centre, incorporating 7,500 homes, 27,000 jobs, three re-built schools, re-development of Brent Cross shopping centre, new parks and community facilities and an additional Thames link train station. Sharon and her team advised on the variety of complex tax issues; financial services issues; procurement/state aid issues and corporate structuring. The project was nominated for Real Estate Deal of the Year at the Legal Business Awards 2017.
• Established two wind farm funds for a long-standing client. The structures included a limited partnership in which a variety of investors invested into a feeder fund in the form of an English Limited Liability Partnership and a Scottish Limited Partnership as the carried interest vehicle. Sharon and her team advised on the fund set-up, the associated financial services promotions issues and related ancillary documents.
• Advising the University Superannuation Scheme (the largest UK private pension scheme) on a long-term partnership investment arrangement with BP. It included the acquisition by USS of a 49% stake in a newly formed Private Fund Limited Partnership for £400 million alongside BP. The PFLP acquired a portfolio of 202 petrol stations from BP, which were then leased back to BP, who will manage their future operation. The investment secures a lucrative, long-term, inflation-linked income stream for USS whilst allowing BP to realise £400 million in capital to be reallocated to other areas of its group.

Mergers & Acquisitions

• Advising Hyde Group on the acquisition of the Pinnacle Group; an organisation managing over 70,000 homes on behalf of central and local government, institutional investors and housebuilders. Hyde confirmed that the expertise and guidance from the Gowling WLG team was absolutely critical to us being able to complete the transaction in tight timescales.
• Advising on the sale of a large data centre site (£300 million) involving the sale of a complex structure including a Jersey property trust and limited partnership. The sale also involved a pure synthetic W&I policy.

Living Sector - Build to Rent / Private Rented Sector

• Advising NFU Mutual on its £100 million+ investment into a complex multi-layered investment platform alongside Apache Capital and Harrison Street, investing in large exclusive Build to Rent (BTR) projects. The Gowling WLG team advised on first close in 2018 and the subsequent acquisition of assets brought onto the platform each involving complex negotiations with a different senior lender. On each occasion the structuring of the Platform needing to accommodate the ringfencing requirements of the additional secured lender. The Platform involves largely Jersey and English entities (being limited partnerships and asset holding spvs).
• Advising University Superannuation Scheme, on the setup of a £300 million+ joint venture fund with Places for People/Thriving Investments (involving a JPUT/English limited partnership structure).
• Advising Moda Living on a long-term investment and development structure with Aviva Capital Partners, investing in a £400 million project to deliver 1,000 Build to Rent homes. Moda are appointed as the development manager for the site and have taken a co-investment which helps to ensure that their interests are aligned with Aviva's on the future success of the long-term project.

Living Sector - Student Accommodation

• Advising St Modwen on the £90 million sale of its 45-year leasehold interest in its purpose-built student accommodation at Swansea University Bay Campus to University Partnerships Programme (UPP Group Limited, "UPP"), a specialist provider of on-campus student accommodation infrastructure and support services. The assets that have been sold comprise St. Modwen's interests in the completed student accommodation buildings, including ancillary commercial leases. The sale is by way of a disposal of the entire issued share capital of St. Modwen Properties VIII S.à.r.l. and St. Modwen (SAC 2) Limited and certain freehold interest.
• Advised an established client on a further capital investment and refinancing of a Student Accommodation Fund, with a fund value of £450 million.

Living Sector - Social Housing / Affordable Housing / Shared Ownership

• Advising the Hyde Group (a charity and one of the largest housing associations) on a ground breaking joint venture with Homes England (a government related body targeted with increases housing supply) and AXA (a private sector investor) to creating a bespoke funding model to accelerate the delivery of affordable homes. The project involved drawing together quite different entities into a long-term investment arrangement for a common purpose.
• Advising the Hyde Group on an investment arrangement with M&G involving a cornerstone investment into the M&G Shared Ownership Fund (taking the form of a UK limited partnership and a REIT).
• Advising Universities Superannuation Scheme on the setup of a landmark £100 million+ joint venture fund between USS and Morgan Sindall Investments Limited investing in specialist supported housing accommodation. The innovative transaction brought together USS, one of the largest pension schemes and real estate investors in the UK, with MSIL's market-leading expertise in social infrastructure development and investment. This is a relatively new asset class and raised some novel issues to be resolved. The team provided advice on the structure of the venture at the outset; advice on the complex suite of documents and advice on the initial acquisition of the assets into the fund.

Living Sector - Regeneration / Mixed-Use

• Advising Muse Places (a mixed-use developer) on a £54 million joint venture investment partnership with Pensions Insurance Corporation and Homes England to deliver 3,000 affordable homes over 12 years, structuring an equity partnership model with Muse acting as development manager and the project designed to unlock private institutional capital into the affordable housing sector.
• Advising Transport for London on its joint venture with Ballymore relating to the redevelopment of Edgware town centre in North London to deliver on the shared vision of creating an outstanding place for modern urban living, with thriving commerce, new and integrated public spaces, improved connectivity and public transport, new leisure and cultural offerings and a variety of new homes.
• Advising St Modwen on its joint-venture with Merton College involving a 97ha site in Worcester targeting to create 1,250 new homes, community space, a new town centre and employment.

Industrial

• The sale by Goodman of it prime distribution park, Bedford Commercial Park featuring five units (660,000 square feet), including a unit let to Amazon.
• Advising on the establishment of a large complex joint venture investment arrangement (growing to in excess of £1 billion) involving an English limited partnership and various Luxembourg entities with SPVs holding separate industrial sites.

Science Parks / Life Sciences

• Advising Thomas White Oxford Limited on its complex 50:50 long-term joint venture arrangement with Cadillac Fairview and Stanhope (who will provide development management expertise and finance to the project) in relation to the development of 'Oxford North' a new global life sciences district for Oxford (a 64 acre £700 million development including 480 much-needed new homes, of which a minimum of 35% will be affordable.).
• Advising Royal London on the acquisition of a 50% interest in 1 Triton Square to form a £400 million joint venture with British Land to transform the Regent's Place scheme into a world-class life sciences and innovation hub. The structure involved a private REIT structure.

Data Centres

• Advised Texas-based Lincoln Rackhouse on its first venture outside of the USA, being the formation of a 50:50 joint venture with a Korean investor Sprott Korea to acquire a 145,000 square foot data centre in Camberley London. The transaction also involved the partial sale-leaseback with a Fortune 100 financial institution, which signed a long-term lease for around half of the facility.
• Advising on the £300 million sale of a large data centre site structured via a Jersey property trust and limited partnership and involving a pure synthetic W&I policy.

Retail / Shopping Centres

• Advised New Frontier Properties Limited on the £105 million purchase of the 302,000 sq ft Houndshill Shopping Centre in Blackpool. The transaction involved numerous jurisdictions and complex financing issues.
• Advising M&G Real Estate on the set-up and structuring of a circa £100m JV investment structure, bringing together institutional investors to acquire, redevelop, and invest in Selly Oak Retail Park (and in which M&G Real Estate would act as asset manager) using a private fund limited partnership.
• Advising a long-standing fund manager client on complex structuring of a sale for a limited partnership in which the key retail asset (£180 million) had construction issues that hampered the sales effort and required analysis of unique issues related to limited partnership law and consequences applying upon the expiration of its agreed term for the investors; and ability to transfer key contracts of the Partnership as part of a sale of the partnership interests.

Offices

• Advising M&G Real Estate on the setup and structuring of a circa £105 million JV investment bringing together both national and international professional investors. Sharon and her team provided advice on the complex suite of documents forming the joint venture and on the variety of legal issues The joint venture fund was established to acquire a highly sought after UK office space, situated in central Manchester.
• Advising Greater Manchester Pension Scheme on a 50:50 investment limited partnership with Henry Boot relating to the redevelopment of the Island Site, Manchester (a £66 million GDV speculative office development).
• Advising Royal London on a new 50:50 joint venture with French state investment firm Caisse des Dépôts et Consignations to acquire and invest in a prime 89,000 sq ft London office site in the heart of Farringdon. The joint venture combines the UK asset management expertise of RLAM and CDC, two institutional investor heavyweights.

EIS Investment Funds

• Advising Encore Ventures LLP (one of the most successful providers of EIS funds) on the launch of a number of EIS funds and on issues arising during the life of such investment funds.
• Advising on the terms of a new EIS fund and the regulatory compliance and tax issues.

ESG Impact Funds

• Advising Defra in relation to the procurement and launch of the Big Nature Impact Fund. Defra selected a fund manager to help it take forward the fund which will be a new public-private impact fund to invest in restoring nature with Defra providing the seed investment of £30 million to the fund which is targeting £400 million+. The Fund will aim to bring back Britain’s lost rainforests, and focus on carbon-rich biodiverse habitats, primarily native woodlands and restored peatlands.
• Advising BEIS in partnership with CCLA to establish a new £40 million Clean Growth Fund aiming to invest in the country's most promising early stage clean growth ventures. The Fund successfully launched and raised its target of £100 million with the fund investing in "clean growth" companies pioneering carbon emission reductions in the areas of power and energy, buildings, transport and waste that are scalable and involved in sustainable technology businesses, primarily in the UK.
• Advising BEIS in relation to its International Climate Finance Programme – part of the Government's commitment to invest £11.6 billion of climate finance to drive urgent action to tackle climate change by supporting low carbon growth and adaptation in developing countries.

Governance

• Advice (and training) provided to Boards on directors duties; conflicts of interest; governance frameworks and policies and developing issues.
• Advice on various changes introduced by the Economic Crime and Corporate Transparency Act 2023 and other legislation targeting governance.
• Advice to joint venture Boards on policies to be adopted in light of the requirements of the new venture.

Company Secretarial

• Management of the Gowling WLG CoSec team for over 10 years dealing with a range of services including formation of entities; provision of annual support service for over 400 client entities; rectification of Statutory Registers; audit of Statutory Books; advice on group simplification exercises and striking off of companies; drafting resolutions for Board or Shareholder meetings; advice on changes to the articles or other constitutional documents.