Offshore Real Estate Structures

In recent years, Jersey and Guernsey have capitalised on the large scale growth in property funds and other property holding vehicles including property unit trusts. A significant number of Unit Trusts were established to hold UK real estate in the two years up to the withdrawal of the seeding relief in March 2006. Since that date, there have been a significant number of 'secondary market' trades in units in offshore property unit trusts. We expect the trend for using offshore vehicles to acquire and hold real estate to continue for the foreseeable future.

Ogier

  • Ogier has significant experience in the establishment and administration of offshore real estate holding structures including funds, unit trusts, companies and limited partnerships.
  • Ogier currently administers structures holding commercial real estate with values in excess of US$30bn, including in excess of 250 Property Unit Trusts.
  • Ogier's Real Estate Team comprises ten partners and 20+ lawyers experienced in the establishment of real estate structures, as well as in excess of 50 highly qualified administrators who work on offshore real estate holding structures.

Our experience includes the following transactions:

2008

  • Acted as Jersey legal adviser to Qatar Islamic Bank and other investors in the 'Shard of Glass' development project in the London Bridge Quarter, London.
  • Acted as Jersey legal adviser to Allen and Overy LLP and Liquid Realty Partners in connection with the £30m acquisition of units in the Jersey based West End of London Property Unit Trust which holds UK real estate.
  • Acted as Jersey, Guernsey and BVI legal adviser to Reed Smith and Guernsey subsidiaries of Oakland Securities Limited in connection with the £10.3m financing and acquisition of a Jersey unit trust holding UK real estate consisting of the Monkswood Retail Park.
  • Acted as Jersey legal adviser to Arminius Real Estate Opportunity Fund, L.P. in connection with the €44.7m financing and acquisition of mortgage loans backed by German real estate; Mayer Brown International LLP acted as German and English legal adviser to Arminius Real Estate Opportunity Fund, L.P.

2007

  • Cayman Islands counsel to Morgan Stanley on the launch of its flagship institutional real estate fund, certain feeders of which are structured as Cayman Islands exempted limited partnerships. The main fund invests in real estate and real estate related opportunities throughout the world.
  • Acted as Jersey legal adviser to Tishman Speyer in respect of the sale of Daniel House and Peterborough Court, London to Jesta Capital for £355m.
  • Acted as Jersey legal adviser to Bank of Ireland Private Banking in their acquisition from the Hercules Unit Trust of 50% of the units in the Speke Unit Trust, resulting in a joint venture arrangement between Bank of Ireland and Hercules Unit Trust.
  • Acted as Jersey legal adviser to Safeland Active Management Unit Trust (SAMUT) in a £50m capital investment by Babcock & Brown into an existing JPUT structure between Safeland Plc and Electra Partners LLP.
  • Acted as Jersey legal adviser to Treasury Holdings in the establishment of China Real Estate Opportunities Limited, a Jersey company listed on AIM, to invest in commercial real estate in China.
  • Acted as Jersey legal adviser to Greenhills Real Estate, which acquired over £300m of UK real estate in 2007 to create an aggregate UK real estate portfolio of approximately £740m (consisting of 33 properties).
  • The acquisition of a London development on behalf of a NYSE listed financial services firm for in excess of £180m.
  • The acquisition of a development site in Wolverhampton for a JV between a major global bank and a UK based development firm for in excess of £300m.
  • The sale of a London office building by a major UK property firm for in excess of £100m. " The acquisition of the Telford Shopping Centre for in excess of £400m on behalf of Apollo Real Estate Advisors and the provision of administration services to the offshore holding structure.
  • The acquisition of a unit trust structure holding a portfolio of residential property for a leading US opportunity fund for in excess of £130m.
  • The acquisition of a London office building for a leading US opportunity fund for in excess of £85m.
  • The acquisition of a provincial UK office building for a major UK real estate firm for in excess of £30m.
  • Acted as Jersey legal adviser to Beacon Capital and Metlife Investments in respect of the acquisition of CityPoint.
  • The acquisition of a portfolio of hotels from Macdonald Hotels Limited for an approximate value of £440m+ on behalf of Moorfield.
  • The establishment of an offshore structure on behalf of Liquid Realty to effect the investment of US$60m in JER Real Estate Partners II-A LP.
  • The establishment of a complex Jersey structure on behalf of aAIM to acquire a portfolio of hotels with a value of approximately £270m.
  • Acted as Jersey legal adviser to Resolution Group on the establishment of Jersey corporate structure to acquire various residential properties.
  • Acted as Jersey legal adviser to Mapeley Group in respect of the acquisition of the property known as 'The Triad', Merseyside.
  • Acted as Jersey legal adviser to AMB Europe in respect of the first acquisition of UK real estate by AMB Europe.
  • Acted as Jersey legal adviser to Citigroup Property Investors in relation to its acquisition of the Crown Glass Shopping Centre in Nailsea, Somerset.

2006

  • Acted as Jersey legal adviser to Arminius Real Estate Opportunity Fund LP, a €300m Jersey expert fund investing in German real estate opportunities.
  • The acquisition and refinancing of the Industrious portfolio of properties of circa £460m on behalf of Dunedin Property and the provision of administrative services to the offshore holding structure.
  • The establishment and administration of the general and limited partners in a limited partnership structure on behalf of Catalyst Capital LLP to effect the acquisition of the property at One America Square London for £116m.
  • The acquisition of a shopping centre for in excess of £190m for a large pension fund.
  • The establishment and administration of Safeland Active Management Unit Trust a joint venture opportunistic property investment vehicle for Electra partners and Safeland plc with initial capital resources of circa £50m.
  • The sale by JER Partners of their share in Belgrave House, London, (a joint venture with Grosvenor), to Henderson for in excess of £127m.
  • The sale by LXB of 3 commercial properties with an asset value of approximately £170m and provision of ongoing administration services to Hammerson plc.
  • The establishment and administration of a complex unit trust structure on behalf of Catalyst Capital LLP including the recent acquisition of a large commercial property in Bristol by a newly established unit trust.
  • The establishment of a Jersey company to effect the acquisition of a magic-circle law firm's headquarters for in excess of £300m from a German Fund Manager.
  • The establishment of a complex real estate fund for Greenhills with the acquisition of a portfolio of properties worth in excess of £500m.
  • The establishment and administration of an offshore structure to facilitate the investment in a series of Jersey unit trusts on behalf of Liquid Realty Partners at a closing NAV of £435m.
  • The establishment and administration of a complex unit trust structure to facilitate the acquisition by a leading US opportunity fund of a portfolio of 21 properties worth approximately £400m.
  • The establishment and ongoing administration of 9 JPUTs for a subsidiary of a NYSE listed entity with a value of in excess of £65m.
  • The establishment of Jersey companies to effect the investment of in excess of £82m in offshore property unit trusts on behalf of a European public sector pension fund.
  • The establishment of a Jersey company to effect the acquisition of a prestigious central London hotel on behalf of a private investor for a value in excess of £100m.
  • The establishment of and administration of a unit trust to facilitate the acquisition by Propinvest Holdings Limited of a shopping centre in Paisley worth in excess of £45m.
  • The establishment of and administration of a Jersey unit trust structure to facilitate the acquisition of UK office buildings worth in excess of £75m on behalf of Catalyst Capital LLP.
  • The establishment and administration of a Jersey Expert Fund on behalf of aAIM targeted at high net worth investors to invest in high value commercial property let on long leases to financially strong tenants and to deal with the acquisition of an office block in Warrington for in excess of £20m.
  • The establishment and administration of unit trusts in order to facilitate the acquisition by the Moorfield Real Estate Fund of a portfolio of hotels worth approximately £110m.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.