Sharon Ayres

Sharon Ayres is a corporate lawyer with around 30 years' experience of helping clients secure a preferential outcome on transactions. She handles every deal with a passion for achieving the best result for her clients, finding solutions to the trickiest of issues.

Sharon specialises in private investment funds and complex joint ventures largely in the real estate sector (with particular interest in retail, industrial, student accommodation, housing and regeneration, BTR, and mixed use); she also advises on private equity funds, hedge funds, renewable energy funds; infrastructure funds and a variety of social impact investment fund/structures. Her projects include advising on EIS (Enterprise Investment Scheme) and Seed EIS investment funds, equity crowd-funding and investment structures involving public sector bodies investing alongside private investment and more recently private REITs as a result of the recent relaxation of the regulations.

In addition to advising on the formation of investment funds (and the subsequent acquisitions/divestments made by such funds, refinancing and restructuring exercises) Sharon developed a specialist team that advises institutional investors on taking key interests in large investment funds. Advice is given swiftly and cost effectively. Having advised on many restructurings and refinancings of complex cross-border structures following the global financial crisis that began in 2007, she is very mindful of the additional protections that can be included in documents to give clients peace of mind.

Sharon also advises on complex joint ventures (whether corporate, partnership, trust-based or contractual in form) often involving multiple jurisdictions. Her team are specialist at managing cross border projects in a seamless fashion.

Sharon also leads our Governance team – which forms part of our ESG task force (a specialist team with experts drawn from across the firm to handle the diverse and evolving range of support our clients need in the area of ESG matters). Sharon regularly provides advice and guidance at Board level on the governance aspects of ESG.

Sharon's clients include fund managers, funds, investors of all types and in particular institutional or high net worth individuals, family offices, joint venture partners, asset managers, real estate developers and entrepreneurs, operators and business angels.

Quotes

"Sharon Ayres – great to have her defending your interests or pushing to improve positions. She is completely across the docs and makes compelling arguments." 'We get top-notch support from our team at Gowling on managing our real estate fund transactions.'
Legal 500 2023

'Sharon Ayres was completely across the documentation, very available and responsive and really fought our corner in the negotiations.'
Legal 500 2022

Experience

Advising Hyde Housing Association on its complex new partnership arrangement with AXA Investment Managers and Homes England. A development joint venture that will target 20,000 homes over the next 10 years.

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.

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 £700m development including 480 much-needed new homes, of which a minimum of 35% will be affordable.).

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 Legal & General Affordable Housing on its 50:50 joint venture with housing association MTVH to deliver 2,500 homes in London and the South east.

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.

Advising Transport for London on its joint venture with Ballymore relating to the redevelopment of Edgware town centre in North London.

Advising Royal London on a new joint venture with French state investment firm Caisse des Dépôts et Consignations to acquire and invest in a prime London office site. The joint venture combines the UK asset management expertise of RLAM and CDC, two institutional investor heavyweights.

Advising University Superannuation Scheme, on the setup of a £300 million+ joint venture fund with Places for People.

Advising NFUM on its cornerstone investment into a new premium BTR investment platform established by Apache Capital and Harrison Real Estate Capital. We advised on set up and in relation to each asset acquisition with the Platform looking to acquire seven premium city centre sites across the UK.

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 a long standing fund manager client on the structuring of a sale for a limited partnership in which the key asset (£180m) 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.

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 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.

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 life time. 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.

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.

Advising BEIS in relation to its investment in the LEAF coalition and its goal to halt deforestation by financing large scale tropical forest protection in a complex carbon credit arrangement (which has secured support of $1bn financing from public-private sources).

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.

Advising Greater Manchester Pension Scheme on a 50:50 investment limited partnership with Henry Boot relating to the redevelopment of the Island Site, Manchester.

Advised Telereal Trillium on its £120 million acquisition of Lands Improvement Group which specialises in acquiring greenfield and brownfield sites with a view to residential-led development, and has an estimated pipeline of 13,000 new homes across 2,500 acres of landholdings. Sharon led the corporate team which undertook due diligence and the negotiation to acquire the portfolio of companies in England and Luxembourg.

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 on the secondary sale of two holdings in different Infrastructure Funds (valued at around £100 million) including the complex navigation of the pre-emption round;

Advising Triple Point Social Housing REIT (which raised £200 million in order to invest in social housing) on its initial seed portfolio acquisition and its subsequent corporate acquisitions (all on a very tight time scale);

Taylor Wimpey on a significant, long running and complex joint investment arrangement with Dorchester Regeneration with the original arrangement and continuing to act on new phases of the development that are structured in different investment vehicles.

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.

Established two wind farm funds for 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 advised on the fund set up, the associated financial services promotions issues and related ancillary documents.

Advised an established client on a further capital investment and refinancing of a Student Accommodation Fund, with a fund value of £450 million.

Advised on the formation of an English LLP to act as the fund management vehicle for a high frequency trading fund, and through which a number of managers and key employees would hold an equity interest.

Advised a client on the set up of a £150 million real estate fund using BVI and Jersey companies for investing in residential real estate in Knightsbridge, Chelsea, Mayfair and Belgravia.

Advised on the formation of a Benelux real estate fund, involving the acquisition of over 30 sites in two jurisdictions and establishing 14 new entities. Three different loan facilities were issued to the fund, raising debt of over €160 million and equity commitments from a variety of investors (including a number of pension funds) of approximately €130 million.