Decision

The Assistant Director of Property and Investment has approved the amendment to the planning overage provisions in respect of the sales of Hamilton Building and Conway Building to APG Capital Ltd to the effect that the overage provision takes effect upon the buyer securing planning consent for more than 62 residential units for each property but with the sale to be on terms otherwise in accordance with the published officer decision of 4 December 2025

Reasons for the decision

Hamilton Building and Conway Building, Birkenhead have both been declared surplus to requirements by the Policy and Resources Committee with an instruction that they be sold on the best terms reasonably possible.

The disposals were considered further by Policy and Resources Committee at its meeting of 10 September 2025 which mandated sale of the properties on the basis that the purchaser securing planning consent as a condition of the purchase.

The properties were marketed by property consultants, Lambert Smith Hampton, which resulted in terms being agreed and approved by published Officer Decision on 4th December 2025. Details of the bids received, and sales terms were included in an exempt appendix.  APG Capital Ltd was identified as the preferred bidder for both properties, although it was noted that they would set up a separate company specifically for the schemes.

The offer from APG Capital Ltd and the agreed heads of terms included an overage provision based upon the buyer securing planning permission for 50 residential units in Conway Building and 40 residential units in Hamilton Building.  The overage provision was Intended to enable the seller to share in any increase in value arising from the grant of planning permission for a greater number of units than those thresholds. This would only take effect once contracts have been exchanged.

Following further investigation into the planning potential the buyer now considers that a higher density scheme is likely to be available and has requested that the overage provision is only triggered if planning permission is obtained for more than 62 units per property.

This is a departure from the originally agreed terms and, had contracts been exchanged on those terms, would have resulted in an additional receipt to the Council.  However, as this request has been submitted prior to the contract stage the overage provisions have not yet taken effect.  Lambert Smith Hampton has confirmed that despite this amendment the proposed terms of sale are still considered to be the best offers reasonably obtainable and have recommended acceptance of the amendment to the overage provision.

It should be noted that the agreed terms also include a further overage provision which would come in to effect if the buyer sells on the property at a profit.  Further details of this are with the exempt appendix of the report accompanying the published Officer Decision 4 December 2025.

Alternative options considered

The Council could decline the proposed amendment to the overage provision; however, the buyer has indicated that in those circumstances they would withdraw from the transaction.  Lambert Smith Hampton has advised that, should the properties need to be remarketed, there is no guarantee that an alternative purchaser would be secured on terms that would generate an equivalent capital receipt for the Council.