Note: All downloadable documents linked in the text are also grouped at the bottom of the page, unfortunately in no particular order, which we cannot reorder!

LATEST:

FAIRBRIAR SERVES COUNTER-NOTICE ON AUGUST 18

A Note from RALA Freehold Committee Chairman Anthony Howe

Although Fairbriar had until the 30th September to serve their counter-notice, they have done so, perhaps sooner than anticipated, on 18th August. The counter-notice makes no concession in respect of our additional claims to parts of the basement but puts a valuation of £2,327,703 for the acquisition purely for the freehold and excluding the storerooms. This figure is based on the Cadogan Esates v. Sportelli case (explained at the July meeting) and contrasts with their previous counter-notice issued last September when they put a figure on the freehold of £900,000.

Haruna too have disputed our rights to claim the various areas, but do seem more prepared to enter into dialogue and hence we are arranging an on-site meeting in October ( the first available date) to see if any points of dispute can be amicably resolved.

Apart from that, bearing in mind the new demand which seeks to increase the price by a staggering 150 percent, our advisers' view is that there is no meeting of minds and therefore little point in seeking to delay proceedings in order to reach a sensible agreement. Accordingly our lawyers Rokeby-Johnson Baars have now applied to the LVT for an order for directions. We are thus now in advance of the somewhat pessimistic timetable we were envisaging in July, with the possibility of a hearing prior to the Christmas break.

Should the Tribumal consider that the Sportelli decison is binding on longer term leases and agree Fairbrair's demands, we will then have to consider "walking away" leaving Fairbrair with the task of finding a commercial buyer who will pay their artificially inflated price. However, in that scenario, if commercial reality subsequently were to reassert itself and Fairbriar then wished to sell at a sensible price, they would again be obliged to give us first refusal.

(A note of the future timetable can be seen Read or download here.)

BACKGROUND
The Annual General Meeting of Nell Gwynn House Freehold Ltd. was held on Wednesday, July 23 at 6 p.m. at The Vestry, St Luke's Church, Sydney Street, Chelsea SW3. The meeting was addressed by Chairman Tony Howe and attended by around 40 members.

MINUTES:

After the approval of the accounts, the Chairman advised the meeting that Treasurer John McKerrow would be resigning for personal reasons although would assist with the numbers until a suitable replacement could be found.

After closure of the formal meeting the opportunity was taken to update the leaseholders on progress.
(The slides of the meeting can be seen Read or download here.)

The Chairman explained that it is likely the matter will finish up at the Leasehold Valuation Tribunal (LVT).

A meeting had taken place with a representative of Haruna at which little was conceded. In addition, Fairbriar's valuer had written without prejudice to Mr Maunder Taylor with a valuation based on a decision of the Lands Tribunal in the case of Cadiogan Estates v. Sportelli. This would be challenged by NGHF as having no relation to the real world. Fairbriar's own real world proposals had been £750,000 in January 2007 and £912,000 in September 2007. This contrasts with a theoretical £2,300,000 "Sportelli" valuation as at April 2007 (this being the relevant date).

John McKerrow then gave the meeting details of the amounts spent to date and analysed the potential costs on a probable and worst probable basis.

Finally, the Chairman also commented on the remarks in the recent Moreton's newsletter:

Firstly, he confirmed that the company fully accepted the desirability of resident representation on the Board. It was important however to have regard to the range of skills represented. *(please see below)

Secondly, the Maintenance Trustee had suggested that the acquisition of the freehold would not affect the values in the short term. However the Chairman reasserted his belief that the values had already to some degree benefited from the prospective purchase and he demonstrated how, as time progresses, the cost of extending a lease would increase. The overriding purpose regardless of a value still remained the control of the building to prevent entirely any recurrence of the commercial exploitation of the building epitomised by the repellent relocation of the refuse bins to the annoyance and detriment of a number of tenants of the properties overlooking the area in question.

The Chairman lastly advised that further support would be canvassed from non-participants. No terms would be set until the acquisition was achieved. However, non-participants would obviously not be offered the same terms as the original risk-taking participants. Two years would have elapsed since the original participation agreement was concluded.

The meeting closed after about an hour and a quarter, those present at the meeting having thanked all the Directors for their efforts to date.

* WOULD ANY RESIDENT INTERESTED AND ALSO ANYONE WITH AN ACCOUNTING QUALIFICATION (WHETHER OR NOT RESIDENT) PREPARED TO SERVE PLEASE CONTACT TONY HOWE AT: tony.howe@collegiate.co.uk or at: 79 Crown Lodge, 12 Elystan Street, London SW3 3PR.

A LETTER TO PARTICIPANTS

April 29, 2008

Nell Gwynn House Freehold Limited
C/o Rokeby -Johnson Baars LLP
22 Gilbert Street
London
W1K 5HD

Dear Participating Leaseholder

This is my first report to you as chairman of Nell Gwynn Freehold Limited. Incredibly a year has passed since we first lodged our application to purchase the freehold so it seems a particularly opportune moment to bring you up to date with developments.

You may have attended the RALA AGM last November or received the minutes of that meeting,( report attached), in which case you will recall that we had failed to reach any satisfactory conclusion to the desultory negotiations, and had become aware that it was increasingly likely that the mater would have to be determined by the LVT. This belief was reinforced last December when Haruna Trading confirmed they would be separately represented.

In February Rokeby Johnson made the necessary application to the tribunal requesting a hearing date. The LVT has now given directions regarding meetings of experts, which are due to take place by the end of April with Fairbriar having appointed a Mr. Shapiro and Haruna, Mr. Perry. Our interests will be in the capable hands of Mr. Maunder Taylor.

As advised at the Rala AGM, negotiations had been hampered by the difficulty in resolving issues that had come to the fore since the application was first made in relation to various leases granted to Haruna Trading. Amongst the most important of those issues was Haruna’s alterations to the basement area designed to fulfill their intention of creating a commercial gymnasium /health club including relocating the old bin area in the basement and blocking off service corridors. The demise of the air space above the building it was felt might impede essential access. The demise of the ground floor toilet would put the management in breach of Health and Safety rules regarding the provision of staff toilets. We felt that these and other issues were sufficiently important to justify taking legal advice whether our initial claim could be extended to include other common parts and areas necessary to the effective management of our building.

It took some little time for the advice to be received but it was favourable, so instructions were given to Rokeby Johnson Baars to proceed with an application to the county court to amend the claim to include the roof space; the ground floor toilet; the relevant basement access corridors and the old bin area as being essential to ensure proper and safe management of the building. If these applications are successful and the amended claim upheld by the LVT, we will be able to restore the bin area to its proper place as
well as satisfy health and safety issues in relation to the provision of toilets and have ensured proper access for the maintenance of plant and machinery.

Unless the application to amend is consented to, and the experts come to some agreement, it will be a number of months before the result of these initiatives are known.

The acquisition becomes ever more imminent. Accordingly much thought has been given to the future management. As reported at the AGM, RALA took expert advice in relation to the 2006 service charge accounts: with the sale of Moretons to Crabtree and the partial retirement of Mr. Hurst, potential alternatives to Moretons have been identified. After examining the options it has been concluded by the freehold board, that our interests are best served by maintaining competent in house management and accounting under the supervision of a professional Maintenance Trustee.

We will of course keep you updated on material developments. In the meantime, whilst, as yet, no participant is a Member of the Company, I am nonetheless happy to extend to you an invitation to The Freehold AGM to be held at St Luke’s Parish Hall at 6PM on the 23rd July 2008 so that, as prospective member, you can be advised on the state of the fund and the general progress towards the acquisition. I very much hope you can attend and I look forward to seeing you there.

Lastly could I remind you that if you have sold or are minded to sell any flat in respect of which you have signed the participation agreement, it is advisable to ensure that your purchaser is substituted for you in the participation agreement by entering into a deed of adherence. It would be helpful if any such is notified to us as well as any change in your address or other contact details. May I thank you in advance for your cooperation?

Yours sincerely

Anthony Howe

Download the letter here.

28 Aug, 2007

Dear Leaseholder (and member of NGH Freehold Limited)

FREEHOLD PURCHASE

You will recall that we last wrote to you on 12th May to tell you that on April 27th, with the formal support of 324 Leaseholders, our solicitors served Notice on the Freeholder of our intention to purchase the freehold of Nell Gwynn House by ‘Collective Enfranchisement’.

The Freeholder (NGH Properties Limited, a wholly owned subsidiary of Fairbriar Limited) subsequently approached us to see if it might be possible to agree terms for a ‘voluntary’ sale. If such an agreement could be reached, it would save both parties significant legal and other costs. We have therefore agreed that our advisers should enter into ‘without prejudice’ negotiations with the Freeholder’s agents. In order to facilitate these negotiations, we have agreed to an extension of the deadline for the Freeholder to serve their Counter Notice.

The revised deadline is now approaching and, if we do not think that sufficient progress is being made in the negotiations, we shall require the Freeholder to serve their Counter Notice without further delay. We are fully prepared to continue with the CE process all the way to the Leasehold Valuation Tribunal in order to complete the purchase of the freehold.

We will continue to keep you advised of developments.

Yours sincerely
Simon Davie
Chairman, NGH Freehold Limited

Download the letter updating freehold purchase Participants.

EARLIER:

CE Notice Served on Fairbriar

The initial notice has been served on Fairbriar. Owners of 324 flats have committed their support for CE, a fantastic result. Fairbriar has until 4 July to respond. Download the full letter to leaseholders from RALA in case you have not received it.

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Withdrawal of S5 Notice by Fairbriar

You may have received a letter from Denton Wilde Sapte today saying that Fairbriar have withdrawn the S5 Notice. This means we have no choice, unless an earlier agreement can be reached, but to go for collective enfranchisement, a process for which we already have enough support. We will be clarifying the position and will be writing shortly to let everyone know where we stand.

Regards

Tony Howe
Chairman
Freehold Purchase Subcommittee
mailto:freehold@nellgwynn.com

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300 Flats Commit to Freehold Purchase!

Already approx owners of 300 flats have committed to freehold purchase, following recent communications with leaseholders by the Freehold Purchase Subcommittee and Rokeby Johnson Baars, Solicitors. Read the letter emailed to leaseholders announcing the news. Communications regarding the next stage will be forthcoming shortly.

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The second briefing for leaseholders on Mon 12 Feb was very positive indeed - St Luke's Parish Hall in Chelsea was filled and the overwhelming mood was of support for the Subcommittee's work and recommendations to leaseholders, with many leaseholders asking questions and making their commitment to freehold purchase. Download detailed note of the meeting, the Subcommittee's presentation (large document) and FAQs.

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Advice letters and Participation Agreements posted to Leaseholders on 2 February

Letters of information and advice from the RALA Freehold Purchase Subcomittee and our solicitors Rokeby Johnson Baars enclosing Participation Agreements and supporting documents were posted to all leaseholders today, also emailed to leaseholders for whom we have email addresses. After all the talk, Leaseholders' opportunity to take control of the building has arrived! Download:

FPSC letter to Leaseholders
RJB letter
NGH Participation Agreement
Draft Initial Notice

NB - you must respond to the postal copy; these electronic documents are for reference only.

There will be a briefing for all Leaseholders in Chelsea, London on Mon 12 Feb. Details

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Freehold offered to leaseholders under s 5A notice - the Subcommittee's initial response and advice is here.
Download the notice here.

Last letter from Tony Howe, Chair, CE Subcommittee, as emailed to those in email contact:

(also downloadable here)

19 November 2006

To The FREEHOLD SUPPORT GROUP

Dear fellow leaseholder,

I am happy to let you have an update on the present position.

The actual support that we have received so far comes from the owners of 270 flats. We have also received just over £40,000 towards the fighting fund.

Of the flats, 45 cannot count for the purposes of achieving the required majority. However, even after deducting these we still have 225, which, being more than 50% of the eligible flats, means that we are in a position to bring this matter to a successful conclusion.

This certainly represents encouraging progress. Nonetheless we would like to increase further the comfort zone, hence support is continually being generated and we aim to exceed 300 flats by the time we send round the documentation. Ideally we will eventually achieve a much better level of participation than the 75% figure we were originally aiming at and on which our estimated costings were based.

I am pleased to say that as a result of this support, we have sufficient interest and have been able to instruct the lawyers to commence the preliminary work in preparation of the Participation Agreement and Notice, as well as to invite Fairbriar to negotiate with us to avoid a potentially lengthy process culminating in a tribunal heading. It remains to be seen how Fairbriar will respond.

As part of this preparatory work, more is being done by the Subcommittee to refine the proposition; For instance we are examining with our advisers the precise corporate structure and are investigating what improvements could be made to the new long term lease. We are also investigating with Counsel, a number of other issues, some of which will be relevant to valuation and to the ongoing management arrangements. We are also seeking advice on the important question as to whether we will be able to insist upon the purchase of all the parts of the building - for instance some or all of the storerooms - which we would ideally like to acquire. We are hopeful that all this work will come to fruition by mid to late January 2007.

I will be out of the country from Sunday, 10th December 2006 until Monday,
22nd January, 2007. Thus, if you wish to communicate with the Freehold Subcommittee, I can still be contacted by email: at canthonyhowe AT aol.com or better still at the new email address freehold AT nellgwynn.com. If you are communicating by post, it would be better if it were sent to The Freehold Subcommittee, Residents & Leaseholders Association, Nell Gwynn House, Sloane Avenue, London SW3 3AX. In my absence my fellow committee members Tonianne Dwyer and Robin Dunipace will be able to respond.

I will be at the RALA AGM to give a further report to the meeting and I aim to send one further update before my temporary departure in mid December or if anything major occurs.

Thank you once again for your support.

Tony Howe
Chairman

Rala Freehold Purchase Subcommittee"

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Previous report, 27 October:

"I promised I would give regular updates on progress particularly to those whose email addresses I have. The attached constitutes my second such report. It will obviously be posted on the rala website along with the slideshow presentation and the frequently asked questions document prepared by our lawyers.

We are well on the road to a successful conclusion but will not let up our efforts to garner as much support as possible to keep the funding for non participants to the absolute minimum. I think the message now is not so much will we get there? but becoming far more Why miss out?"

Download Tony's progress report of 27 October here. Also a copy of a letter from Simon Davie mailed to leaseholders with a progress report on CE.

Initial Response form

For those who have not received or returned it, the form for leaseholders to indicate their initial response to CE in principle can be downloaded here.

Main Documents from the CE Briefing, 19 October

FAQs

: The main questions for Nell Gwynn leaseholders answered by Rokeby Johnson Baars LLP, the specialist law firm advising RALA. Download here.

Presentation

- what, why, when, how much and so on. Download here. (1mb file, so better on broadband)

Collective Enfranchisement - General Background

RALA believes that the problems of the building for the most part derive from the conflicting interests of the leaseholders and the freeholder and could best be resolved if the building were run for the benefit of leaseholders and residents. The only practical way to achieve this is for the leaseholders to buy the freehold.

Collective enfranchisement is one way of doing this (often referred to as "CE"). A useful summary of what this process entails can be found on The Leasehold Advisory Service website.

A small sub-committee of the RALA Committee has been set up to drive this forward. Its members are:

* Tony Howe (chairman) * Tonianne Dwyer * Robin Dunipace * Rupert Rokeby-Johnson *
Shirley Manson is kindly offering secretarial support.

Initial responses to the proposal are overwhelmingly positive and the process is going ahead strongly.

If you have queries, comments, suggestions etc please contact Tony in the first instance by email or at: 79 Crown Lodge, 12 Elystan Street, London SW3 3PR.

Below are relevant downloadable documents for leaseholders regarding CE. Owing to commercial confidentiality and legal considerations, not all documents will be posted here - leaseholders will receive all correspondence and documents directly.

Attachment	Size
CE2webstatement 27oct06.doc	33.5 KB
CEupdate17Sep06.doc	28.5 KB
Letter to Leaseholders CE 27oct06.pdf	16.72 KB
CE RESPONSE FORM.doc	26.5 KB
Collective Enfranchisement FINAL 18 oct 06.ppt	1.1 MB
s5Anotice11Jan07pdf.pdf	162.58 KB
FPSC Letter to Leaseholders 12-01-07.doc	25 KB
Update April 29, 2008.doc	26 KB
FPSC Letter to Leaseholders 01-02-07 FINAL.pdf	42.06 KB
RJB letter CORRECT.pdf	87.47 KB
FPSC Meeting 12-02-07 final.ppt	1.12 MB
FPSC FAQ's 12-02-07 final.pdf	35.6 KB
DirectionsSept08.pdf	88.58 KB
NGHF letter to participants 22may05.pdf	24.2 KB
SD participant letter 28aug07.pdf	18.28 KB
FreeholdUpdate29Apr08.pdf	67.21 KB
NGHF AGM JULY 08.ppt	523.5 KB