Q&A – 2-14 Baker Street (10 Portman Square)

2-14 Baker Street (10 Portman Square), British Land and McAleer & Rushe

Q&A: Background and Facts

Subject: 2-14 Baker Street, London (10 Portman Square)

Background and Facts

McAleer & Rushe originally bought British Land’s  interest in the 2-14 Baker Street (10 Portman Square) site for £57.2m. At the time, British Land said the price agreed was “significantly above” its March 2005 book  value.

News of the deal was reported widely at the time including in the Belfast Telegraph. Interestingly, the deal was well beyond the capabilities of McAleer & Rushe who then borrowed the funds from Bank of Ireland. That loan is now with NAMA.

16th April 201o. British Land hits the jackpot – buying back the site in a deal reported at £29m – an incredible £28.2m profit on a ‘boomerang’ transaction. It appears Bank of Ireland is the loser – and ultimately the Irish State.

McAleer & Rushe sold the 2-14 Baker Street (10 Portman Square) site back to British Land. The site, out on holiday for five years, goes home. At a healthy profit for British Land!

Questions: What was the site at 2-14 Baker Street (10 Portman Square) really worth in 2005, and what was it worth in March 2010? Property indexes suggest that land values in Central Lo9ndon increased between 2005 and 2010.

What were the ‘private‘ arrangements between British Land and McAleer & Rushe?

The LSE announcement of the deal is dated the 16th April 2010.

Hidden Aspects of the Deal? Why go offshore?

1. On the 16th April 2010, 2-14 Baker Street Trustee No. 1 Limited (Registered Number  105523) and 2-14 Baker Street Trustee No. 2 Limited (Registered Number 105524) were registered with the Jersey Financial Services Companies Registry.

2. On 28th February 2011 the annual returns for the two companies named above were filed. Both these list the shareholders as being:

Surname: “Dominion Charitable Trust“; and

Forename: “Dominion Trust as Trustees of The”

Question: What is the real ownership of these two companies registered in Jersey on the 16th April 2010? Why are the real owners names not included? What agreement pertains to or connects 2-14 Baker Street (10 Portman Square) to these two Jersey registered companies?

Is NAMA aware of these two companies?; and

Is McAleer & Rushe or any of their directors or associates (or wives, or wives of friends or family) party to these two Jersey registered companies (or either one)?

Some Clarification on the Offshore Trusts

On McAleer & Rushe Annual Accounts 2010 the company lists Baker Street Investments Limited and Bakers Street Unit Trust as entities owned by their directors.

The Planning memorandum and Agreement signed is signed as a Deed by 2-14 BAKER STREET TRUSTEE NO.1 LIMITED acting in its capacity as co-trustee of the Baker Street Unit Trust and signed by Andrew McNulty.

London Stock Exchange Announcement on 16th April 2010

In the London Stock Exchange announcement of the acquisition of 2-14 Baker Street on the 16th April 2010, there is a statement as follows:

A joint development agreement has been entered into with McAleer & Rushe whereby British Land acts as the development manager and McAleer & Rushe, an established construction group based in Northern Ireland, is the contractor for the scheme. As part of the sale arrangement, McAleer & Rushe will take a share in the development profits.”

Question: What is the mechanism enacted whereby McAleer & Rushe will take a share of the development profits of the development at 2-14 Baker Street?

Is there any connection between this mechanism and the two companies registered in Jersey Registered numbers 105523 and 105524 respectively?

What is the mechanism and any beneficiary terms in respect to any liability of (and disclosures by) McAleer & Rushe referencing their Bank of Ireland Loans and any liabilities that now fall within NAMA.

What are the full workings of and all details pertaining to the establishment of the two companies named above and registered in Jersey. Please ensure you explain why these companies have been set up offshore.

Disclosure to British Land Shareholders?

Question: Has British Land disclosed any interest in or role in the two Jersey registerd companies (Registered numbers 105523 and 105524 respectively) to their shareholders – and are details of any participation in or ownership in offshore trusts contained in their annual report?

How will the proceeds of the entire deal be divvied out between British Land and McAleer & Rushe?

Are there other beneficiaries?

British Land Office Analyst Event 21 September 2011 – commentary on 2-14 Baker Street (10 Portman Square)

“...with 10 Portman Square, which we had sold six years previously, with a purchase at a 50% discount to that previous sale price. That purchase, at £254 a square foot capital value of the buildable floor area, looks a better deal every day.” David Lockyer, talking on British Land’s asset management.

“At 10 Portman Square, which we repurchased for approximately 50% of the value it previously sold for in 2004, we structured a three-way deal to purchase the site from McAleer and Rushe and the Bank of Ireland, with the consent of Nama…” ” This is not an insignificant achievement.” “The acquisition has already performed very well to date. Since purchase, the valuers have increased the site value by 52% net of capex.” Nigel Web talking on British Land’s Office Development Program.

These comments serve to add to the questions about this whole deal and particularly calls into question why McAleer & Rushe sold a site at £30m below what British Land now admit is the true market value.

Legal Statement: The author of this article makes no claim of any wrongdoing by any party named here or by any party who can claim association of any of the events, properties, banks, companies or indivuals named here either directly or indirectly or by association.

This article presents publicly available information and poses questions relating to this public information.

This article and its author make no specific claim of any connection real or intangible or otherwise between McAleer & Rushe and/or British Land or any other party with a commercial interest in 2-14 Baker Street (10 Portman Square), and the two companies registered in the same name in Jersey on the same date as the sale of the said property (16th April 2010) by McAleer & Rushe to British Land Plc.

Further questions about this deal have been raised on the blog NAMA WineLake and elsewhere.

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