THE Co-Operative Group Head Office Sale and Leaseback One Angel Square manchester 1 A 25 YEAR, UNBROKEN INDEXED LEASE to one of the world’s largest consumer co-operatives One Angel Square Manchester www.Oneangelsquare.co.uk 3 2 Investment Summary — Prime office investment located in Manchester city centre — Substantial island site comprising 1.27 acres (0.51 hectares) situated at the heart of the NOMA scheme: www.noma53.com — One Angel Square forms the first phase of NOMA, which comprises 4,000,000 sq ft (371,600 sq m) of mixed-use accommodation — Iconic corporate head office building providing a total net internal area of approximately 327,643 sq ft (30,439 sq m) over basement, lower ground, ground and 14 upper floors — One Angel Square is due to complete in September 2012 and will be one of the most sustainable buildings in Europe with a BREEAM rating of ‘Outstanding’ — Highly specified floorplates with excellent natural light — Freehold — Securely let to The Co-operative Group Holdings (2011) Limited, with lease obligations guaranteed by The Co-operative Group Limited — 25 year inflation-linked lease expiring in 2037 — 5 yearly upward only rental uplifts to the CPI (Consumer Price Index), with annual collar and caps of 1.5% and 4% compounded — Initial rent of £9,000,000 per annum reflecting an average rent of £26.15 per sq ft (£281.45 per sq m), excluding cars One Angel Square manchester www.Oneangelsquare.co.uk 5 4 EXECUTIVE Summary Location Tenure Capital Allowances One Angel Square is a landmark head office for The Co-operative Group. Located within Manchester city centre, it forms part of NOMA, the leading next generation mixed-use development scheme in the United Kingdom. Freehold. It is the Vendor’s intention to retain all plant and machinery Capital Allowances. Tenancy The property is to be let in its entirety to The Co-operative Group Holdings (2011) Limited, guaranteed by The Co-operative Group Limited, on full repairing and insuring terms for a term of 25 years from September 2012 (Lease expiry 2037). The tenant will have the right to extend the lease. Description Designed by 3DReid Architects, One Angel Square is an iconic new office building, completing in September 2012. The property comprises a total of 327,643 sq ft (30,439 sq m) of high quality office accommodation arranged over basement, lower ground, ground and 14 upper floors. There are 146 secure car parking spaces located at basement level, in addition to 105 bicycle racks and 23 motorcycle spaces. Initial Income VAT The property is elected for VAT purposes and therefore VAT will be payable on the transaction. Investment Proposal Offers are invited for the freehold interest in One Angel Square, subject to contract and exclusive of VAT. The initial rent of £9,000,000 per annum, equates to an average overall rent of £26.15 per sq ft (£281.45 per sq m) and £3,000 per car space. Rent Review The lease provides for 5 yearly upward only rent reviews based on the increase in Consumer Price Index (CPI), which is subject to a minimum increase of 1.5% per annum and a maximum increase of 4% per annum, compounded over each 5 year review period. Sustainability One Angel Square is one of the most sustainable buildings in Europe. The building will comprise the first BREEAM ‘Outstanding’ regional office building in the UK and will be EPC ‘A’ Rated. Projected Income Profile The rent will be inflation indexed to CPI within the following range during the term of the lease: Minimum Rent (£) Years Maximum Rent (£) Per Annum Per sq m Per sq ft Per Annum Per sq m Per sq ft 1-5 9,000,000 281.45 26.15 9,000,000 281.45 26.15 6-10 9,695,556 303.20 28.17 10,949,876 342.42 31.81 11-15 10,444,867 326.63 30.34 13,322,199 416.61 38.70 16-20 11,252,089 351.87 32.69 16,208,492 506.87 47.09 21-25 12,121,695 379.07 35.22 19,720,108 616.68 57.29 One Angel Square Manchester www.Oneangelsquare.co.uk 6 7 Contents Manchester 8 Location/Communications 12 Situation 16 Noma 20 Description 26 Professional Team/warranties 29 Specification 30 Sustainability 32 Accommodation 34 Floor plAns 36 Tenure 38 Tenancy 40 PLANNING AND TAX 41 Covenant 42 Appendices 47 Investment Proposal 54 Contact Information 56 One Angel Square Manchester www.Oneangelsquare.co.uk 9 8 MANCHESTER – THE UK’S SECOND CITY THE ECONOMIC AND CULTURAL CAPITAL OF THE NORTH-WEST Manchester is the largest and fastest growing regional capital in the UK, generating wealth equal to that of Leeds, Liverpool and Sheffield combined. It comes second only to London both in business terms and the quality of its city environment, retail and leisure amenities. A dynamic series of public/private partnerships has delivered an unrivalled track record of development across the built environment. Greater Manchester has a population of 2.5 million, a welleducated, skilled workforce of 1.3 million and a GDP of £28 billion. The workforce – 65% of it aged under 45 – has excellent language, technical and customer service skills. The university population is one of the largest in Europe. These factors combine to make Manchester an ideal location for corporates. — Greater Manchester is the largest commercial finance centre outside London in terms of venture capital and corporate finance activity. — The region has 350,000 employers – the highest number for UK regional business centres. — Manchester is rated best city in the UK by the Economist Intelligence Unit. — 80 members of FTSE 100 are based in Manchester. — Over £3 billion committed to major real estate infrastructure projects in Manchester. — Rapid access to London and other financial centres by road, rail and air. — Status as a cultural centre reinforced by BBC relocation from London. — Financial services credentials proven by relocation of Bank of New York Mellon. — Readily accessible pool of financial talent, and a larger labour force within a 60-minute drive-time than any other comparable city. 80 members of the ftse 100 are based in manchester the bbc’s recent move to manchester marks a large-scale decentralisation from London LOCAL OCCUPIERS One Angel Square Manchester www.Oneangelsquare.co.uk 11 10 MANCHESTER – LIFESTYLE Cultural And Creative Centre Retail and Leisure Market Manchester has always been known for the vitality of its cultural life, from Barbirolli to Morrissey, from Lowry to Madchester, and the capital of the north continues that tradition in new and established venues across the city. Manchester currently sits in fourth place in the CACI retail rankings, providing approximately 3,250,000 sq ft (301,925 sq m) of retail accommodation. With NOMA delivering 500,000 sq ft (46,450 sq m) of retail, leisure and hotel accommodation to the Manchester market, the city’s offering continues to strengthen. NOMA is situated adjacent to the Manchester Arndale Centre. With 1.4 million sq ft (130,060 sq m) of retail floor area and 38 million visitors annually, the Manchester Arndale Centre is the UK’s largest inner city shopping centre and the most visited in the north-west. International Sporting Destinations The Manchester Arena is Europe’s busiest indoor concert arena. The Hallé orchestra thrives in its architecturally stunning new home, the Bridgewater Hall, and the Manchester Camerata plays at the Royal College of Music. Manchester’s thirteen theatres create the UK’s best theatre repertory scene outside London’s West End and host top touring companies at the Royal Exchange Theatre, Manchester Opera House and Palace Theatre. The city centre has a substantial leisure provision ranging from mass market bars and restaurants within The Printworks, through to destination locations including Spinningfields, Deansgate, King Street and The Northern Quarter. Manchester is recognised the world over for its sporting achievements – home to Manchester United, Manchester City, Bolton Wanderers and Wigan Athletic football clubs and in 2002 host of the Commonwealth Games. “The thing about Manchester is it all comes from here” Noel Gallagher The region’s sporting star is in the ascendant: recent major sporting events include the Paralympics World Cup, the UEFA Cup Final, the FINA World Swimming Championships and UCI Track Cycling World Championship as well as the BUPA Great Manchester Run. Manchester has been at the forefront of many social movements: England’s professional football league, the trade union movement, the Suffragettes, vegetarianism, and of course it is the birthplace of the global Co-operative Movement. 3.25 million 21,000 Sq ft of retail accommodation The Manchester arena is a large indoor arena with a capacity of 21,000, larger than the 20,000 O2 Arena in London 38 million Thirteen Visitors to the Manchester Arndale Centre per annum – the UK’s largest inner city retail centre Theatres One Angel Square Manchester www.Oneangelsquare.co.uk 13 12 Location/COMMUNICATIONS Manchester is located in the heart of the United Kingdom, 181 miles (290 km) north-west of London and benefits from a world class, multi-modal integrated transport infrastructure that provides fast and affordable connectivity throughout the conurbation and beyond. Edinburgh 217 miles (347 km) Glasgow 215 miles (344 km) Road Bus/ Tram Rail Air Manchester has excellent road links including one of the most comprehensive motorway networks in the country with orbital and linear motorways providing direct access to Leeds, Liverpool, Sheffield, Glasgow, Edinburgh, London and Bristol. The Shudehill Transport Interchange is situated adjacent to NOMA and receives buses from Manchester’s Northern environs and trams heading to and from Piccadilly Railway Station, Salford Quays and the affluent South Manchester suburbs. Manchester Victoria lies directly adjacent to NOMA, which together with the city’s expanding Metrolink tram service, facilitates easy commuting. Since its upgrade, the West Coast Mainline train service has a reduced journey time to London Euston of just two hours, with three trains per hour. Manchester Airport is located only 5 miles (8 km) to the south-west of Manchester and is the north’s only major international gateway and the UK’s third largest air hub. The Airport was awarded best UK Airport 2010 in the business travel awards and presently it offers routes to over 225 destinations on all five continents including 65 flights per week to the US. Dublin Liverpool 34 miles (54 km) 40 miles (64 km) 165 miles (266 km) Bury Manchester road network M66 M62 A627(M) Leeds and M1 M62 J18 M61 M60 Preston and M6 Oldham Manchester Salford J12 M602 London 2hrs 7mins Abu Dhabi 7hrs 25mins Edinburgh 3hrs 23mins Amsterdam 1hr 25mins Glasgow 3hrs 11mins Brussels 1hr 30mins 1hr 31mins Chicago 9hrs 30mins Dubai 7hrs 50mins Bristol 2hrs 59mins Leeds 54mins Liverpool 47mins Sheffield 48mins Sheffield M62 Liverpool Warrington International flight times Birmingham J15 J24 M60 M60 Stockport M67 Source: National Rail.co.uk Dublin Chester Birmingham Altrincham M56 J5 Manchester Airport 1hr Frankfurt 1hr 40mins Geneva 1hr 50mins Milan 2hrs 20mins Munich 2hrs New York 8hrs Paris Source: Manchester Airport J3/1 Manchester Train times from Manchester 1hr 30mins Leeds Sheffield 39 miles (62 km) a world class, Birmingham multi-modal Bristol integrated transport infrastructure 83 miles (133 km) 165 miles (264 km) London 196 miles (314 km) One Angel Square manchester www.Oneangelsquare.co.uk 14 PICCADILLY STATION international conference centre Beetham TOWER 15 Shudehill Transport interchange selfridges THE ARNDALE SHOPPING CENTRE THE PRINTWORKS One Angel Square forms part of NOMA, the leading next generation mixed-use development scheme in the UK harvey nichols The National Football Museum MANCHESTER VICTORIA STATION ANGEL MEADOWS METROLINK Manchester Arena www.Oneangelsquare.co.uk One Angel Square manchester Angel Meadows Residential Quarter Manchester Arena Manchester Victoria Station Medieval Quarter 16 Central Salford Lowry Hotel Salford Central Station Printworks Cathedral Harvey Nichols 17 SITuation Selfridges Retail Core The 20 acre (8.08 hectare) NOMA scheme is situated between the city centre’s largest park (Angel Meadows), its’ main shopping and leisure destination (the Manchester Arndale Centre and Exchange Square) and two major transport hubs (Manchester Victoria Station and the Shudehill Transport Interchange). Northern Quarter Manchester Arndale Centre Royal Exchange One Angel Square is adjacent to Manchester Victoria railway station and is prominently situated in the heart of NOMA, bounded by Miller Street, Angel Street and Corporation Street. Construction to narrow Miller Street and upgrade Angel Street is underway which will further enhance permeability, for pedestrians. House of Fraser Piccadilly Gardens Law Courts Spinningfields Town Hall Manchester Art Gallery Left Bank Great Northern Hilton Hotel Castlefield Piccadilly Gateway Central Business Core China Town The Village Midland Hotel Manchester Central Pedestrian access will be provided via an attractive public realm to the north of Miller Street, that will integrate One Angel Square with the wider NOMA scheme. Piccadilly Station Eastern Gateway Peter’s Fields / The Conference Quarter Deansgate Station Oxford Road Station Higher Education Precinct Southern Gateway Proposed second City Metrolink Crossing www.Oneangelsquare.co.uk One Angel Square manchester Angel Meadows 18 19 Angel Meadows Residential Quarter Manchester Arena 1.2 million Visitors Manchester Victoria Station 6.4 million Passengers rising to 12/14 million City Buildings Hotel CGI Chetham’s School of Music City Buildings Hotel Medieval Quarter Angel Square CGI National Football Museum 350,000 Visitors Printworks 9.4 million Visitors Cathedral 420 Beds Northern Quarter Triangle The Shambles Shudehill Transport Interchange Crowne Plaza Hotel & Holiday Inn Express Next Ring Road Traffic flow around the NOMA District Harvey Nichols Selfridges Manchester Arndale Centre 38 million Visitors M&S Retail Core One Angel Square manchester www.Oneangelsquare.co.uk 20 21 NOMA – The Vision Computer Generated Image NOMA – Manchester’s sustainable City Centre district This vision has been facilitated through the combination of The Co-operative’s unique land ownership and the application of The Co-operative’s founding principles of progressive forward-thinking and social responsibility. Designed by 3DReid, One Angel Square forms the centrepiece of this £800 million development scheme that will deliver: 2.5 million sq ft 1.0 million sq ft A key strength of NOMA is that detailed plans for new build office space can be flexibly implemented to suit a range of market needs. Refurbished space will also accommodate prospective occupiers changing requirements. NOMA’s residential offer will be for people from all backgrounds and will be developed for everyone from families to older people and those starting out in life. 300,000 sq ft 200,000 sq ft NOMA will incorporate the city centre’s largest open green park, Angel Meadows, with a quarter of the entire site accessible to public. Progressive architecture with historic buildings will create a hugely enjoyable shopping experience. A new cylindrical 14-storey, 176 bed hotel on the site of the former post office will provide additional amenity for NOMA visitors with more hotel space to come. Prime New/Refurbished Office Space Retail and Leisure Residential Hotel One Angel Square manchester www.Oneangelsquare.co.uk 23 22 NOMA – The Implementation NOMA will deliver aN integrated DEVELOPMENT PROGRAMME over the next ten years with Phase 2 set to follow, helping to create a sense of place within NOMA and provide a platform for further development within the next 1-3 years. Further developments will include a multistorey car park the implementation of the retail masterplan and further new build and refurbished office product. A major part of creating the infrastructure for Manchester’s sustainable city centre district has With planning consent already granted for a 176 bedroom 4* hotel and restaurant with construction starting in September 2012 alongside the submission of a detailed planning application for a 100,000 sq ft (9,290 sq m) Grade A office refurbishment, NOMA is gaining significant momentum. Phase 1 of the Public Realm will complete in September 2012 been the re-routing of the city’s inner ring road along Angel Street around One Angel Square. The new road network will include the narrowing of Miller Street to two lanes and the introduction of extensive traffic calming measures to increase the prominence of One Angel Square and thereby knitting the NOMA district into the fabric of Manchester city centre. T EE TR TS ES CR LIT TL EN EL SO N EET STR GE BRID NEW 1 – 3 years W NE STR EET BES WI CK RO W STR EET ST ON PS M SI T ES CH DY PUBLIC REALM MI LLE RS TRE ET RO CH DA LE ST SW AN OS W AL D MA YE SS TR EE T HI GH ER HA NO VE RS TRE ET NE WB EC KS T ET TRE DS TOD DAN TZIC STR EET RO AD RE DF ER N PUBLIC REALM FED ERA TIO NS TRE ET CH OA PPR NA TIO STA Computer Generated Image P CO RPO RAT ION STR EET LO NG MI LLG ATE RIA TO VIC GATE LONG MILL P MA YE SS TR EET T EE TR LS GE AN MI LLE RS TRE ET VICTORIA STATION PUBLIC REALM T TS UN O M T EE TR ES AT DG LU CO RP OR ATI ON STR EET ST MU NS TER ET RE ST ES L P NA T EE TR LS GE AN Estimated delivery time ET RE ST E YL ST ST NT OU M OL HO SC 5+ years D OL DAN TZIC ST 3 – 5 years ANGEL MEADOWS AS PIN CR OW NL AN E M ILL OW ST ANE IN L ASP In Development ST LA NE DAN TZIC ST M IN CIN G ST ST RE ET CA BL ES TR EE T One Angel Square manchester www.Oneangelsquare.co.uk 25 24 NOMA – Infrastructure Investment NOMA – at the centre of a major transformation of Manchester’s connectivity Northern Hub Manchester Victoria Station The Ordsall Chord Metrolink Second City Crossing (2CC) Network Rail and regional partners are committed to the Northern Hub scheme that will create a projected £4.2 billion of benefits and create an additional 23,000 jobs. The electrification of the route between Manchester Victoria and Liverpool Lime Street is a key part of this project and is in development at an estimated cost of £124 million. The £26 million project to transform Manchester Victoria station into a major regional interchange. Funding has been secured to substantially redesign and rebuild the roof, improve the connectivity to the Manchester Arena, redesign platform arrangements to accommodate increased capacity and provide an improved retail and leisure offer. Contractors are now on-site and the station should be completed by 2014. The initial funding of £85 million has been agreed to directly connect Manchester Victoria and Manchester Piccadilly Railway Stations for the very first time to allow faster and more frequent services in the North. This would see most fast trans-Pennine services going via Manchester Victoria as soon as 2016. In addition to new lines recently opened to MediaCityUK and Chorlton, there are proposals for a further extension from the Deansgate-Castlefield stop through to the existing MetroLink line at Manchester Victoria station. This will triple the existing capacity by 2016, making Metrolink the largest tram system in the UK. The city centre will be connected to Manchester Airport with services every 12 minutes. Already located at the centre of excellent transport connections, NOMA is set to benefit from wider plans. Infrastructure investment could total in excess of £700 million. GRE ENG ATE ST STREET HIL LR OA D STREET Second City Crossing N DALE GTON STREET TRE ET LE R OAD ADDIN NORTHERN QUARTER STREET STREET EE TH AM TO DD ROCH DA SWAN AYT OU NS Shudehill Transport Interchange SHU DEH ILL MILLER STREET BOOTH STRE ET HANOVER STREET NEWTON CH AP PRO AC H STA TIO N Victoria LONG MILLGATE ST EET STR REET H ST PRINCE S STREE T Manchester Victoria Shudehill LEVER ST REET ET K RC CHU Piccadilly Gardens ID GE ST RE O BALLOON The Printworks OLDHAM Piccadilly Gardens I PICCAD LLY LK PRIN CES STR EET Urbis Mosley Street T BR ION STREET CORPORAT Manchester Arndale T ST MARKE I LL STREET ST ST N DM NEL EXCHANGE SQ M&S Market Street R E ET ’S B AN ARKET ET TRE WI FEN Selfridges The Triangle HIGH CHINATOWN NT Chetham’s School of Music Exchange Square EN ST MARSD GS KIN A HU EDRAL ST NEWM PEL CHA S WALK IDE APS CHE ET MARK OLD K ST BAN ET EET STR EX LF HA N O MO ST Royal Exchange TH NEW CA W Manchester Arena E ET Manchester Cathedral GATE RY’S E STR ST RE ET NN LANE BOW al ESS TR A ST M ST A ET TRE SS S CRO PORT LAND ST Ca n Palace Theatre W HIT W OR TH STRE E T le LAND EE T STR PORT da DS YAR Irwe ll LS YD LLO EE T ch EE STR ET STRE ST R Ro ET TRE GS KI N E NOS OX FO RD ST WE EET ER AT EW DG STR CHEP STO W ET Central Library St Peter’s Square RI TH OR RE R FOU ST ANN’S SQUARE St Ann’s Church Town Hall ARY WA IBR Midland Hotel BARBIROLLI SQUARE B GREAT ITW WH Manchester Oxford Road ST UARE ALBERT SQ L ST UNT MO ET Bridgewater Hall L ST TRA S TR E Statues Friends’ Meeting House TREET ER S PET SLEY CEN ET TRE NS IO LB MO T MS SEU MU T REE G KIN TH STREET Y ALTON LE JOHN D E AL TASL ZEN BRA ET TRE YD S LLO T T LOW ER Journey times to Sheffield, Yorkshire and the North East and west to Chester Computer Generated Image of the redesigned Victoria Station entrance REE Manchester Central R ST EWATE ST Faster WE A new direct service to Manchester Airport T ILL S THM SOU BRIDG E ET S TR Riv e M ed r loc k R ST Great Northern T GREA TH OR TW (Skypark) E PET WHI DeansgateCastlefield EE STR TLE BOO S G AT E DEAN Beetham Tower Deansgate SOU SGATE DEAN Six fast trains per hour between Leeds and Manchester Direct service A TE DEANSG EET L ROAD LIVERPOO Six fast trains REETS Y STR QUA Opera House Parsonage Gardens River AP E R ST R ST REET GE ST BRID SPINNINGFIELDS Up to 700 more trains per day accommodating up to 14 million rail passengers per annum CH NE VICTORIA B BLA CKF RI A 14 million Computer Generated Image of Transport for Greater Manchester’s proposed second Metrolink route across the city centre Second City Crossing & proposed new stop location Existing Metrolink & stop One Angel Square manchester www.Oneangelsquare.co.uk 27 26 Description Designed by 3DReid, One Angel Square is an iconic new office building completing in September 2012. The building is of steel and concrete frame construction with concrete topping floor slabs, a double skin glazed façade and incorporates a series of winter gardens on floors 2-11 providing break out spaces and a greatly enhanced working environment. The building comprises the first BREEAM ‘Outstanding’ regional office building in the UK and comprises a total of 327,643 sq ft (30,439 sq m) of prime office accommodation arranged over basement, lower ground, ground and 14 upper floors. Typical office floors range up to approximately 29,000 sq ft (2,694 sq m) and provide column free accommodation enabling maximum occupational efficiency and flexibility. The configuration of the cores permit an extensive range of options for letting and subdivision from a full floorplate down to suites of 3,000 sq ft (279 sq m). Each floor is capable of sub-division up to six zones. basement level including 8 accessible spaces, 23 motorbike spaces and 105 cycle storage stands. Vehicular access to the lower ground and basement levels is via Angel Street. The building benefits from a large full height atrium, providing excellent natural light throughout. There are 146 parking spaces at Computer Generated Image of the public realm One Angel Square Manchester www.Oneangelsquare.co.uk 29 28 PROFESSIONAL TEAM and CONSTRUCTION WARRANTIES The cost of construction is approximately £105 million and the professional team includes: Developer___________________________The Co-operative Group Main Contractor_ ________________________ BAM Construct UK Architect__________________________________________ 3DReid Project Management_ __________________ Gardiner & Theobald Engineering_________________________________ Buro Happold The benefit of the Vendor’s rights in respect of the construction contract and professional appointments can be assigned. AWARD-WINNING HEAD OFFICE 2011 North West Insider Awards 2012 Property Week Awards — Design Patron of the Year ­­— Sustainability Achievement Award 2011 Builder and Engineer Awards 2012 Green Apple Award — Sustainable Project of the Year — Client of the Year — Architect of the Year: 3DReid —Bronze Award — Large Private Project of the Year www.Oneangelsquare.co.uk 30 One Angel Square Manchester 31 Specification The specification includes: — Air cooling/heating is provided via chilled beams utilising concrete reducing cooling load for reduced energy consumption — Typical finished floor to ceiling heights of 2.80m — Typical slab to slab height of 4.00m — Fully accessible raised floors with a clear void of 350mm — Floor to ceiling glazing — LG7 compliant lighting system (300 – 500 LUX) — Planning module based on occupancy of 1 person per 8 sq m — Floor supports imposed loadings of 4kN/m 2 + 1kN/m2 for partitions — 10 x 17 person passenger lifts — 3 x 21 person service lifts — Male, female and disabled toilets on each floor — Building Environmental Management System — 146 car parking spaces, 105 cycle storage stands Computer Generated Image One Angel Square manchester www.Oneangelsquare.co.uk 33 32 Sustainability One Angel Square is one of the most sustainable buildings in europe The desire to create a highly innovative, sustainable building was central to the original design brief for architects 3DReid and the design team. Overview Design Features Benefits The focus on sustainability has been embedded at the heart of the project and has shaped all of the core activity – impacting everything from choosing the initial location for the building, the architectural design, throughout the construction process and has also influenced how The Co-operative Group will occupy the building in its entirety. The building will be powered using a pioneering, bio-fuel cogeneration plant oil fed combined heat and power (CHP) system. Rapeseed oil, which is being grown on The Co-operative’s own farmland, will be used to run the engine. Rainwater and greywater harvesting has been employed to guarantee low water consumption and the building has many ground breaking engineering features, including a double skinned façade to minimise heating and cooling throughout the year. Geothermal earth tubes to circulate fresh air and chilled beams throughout to provide natural cooling. One Angel Square will operate with at least an 80% reduction in carbon emissions and a 50% reduction in energy consumption compared to the current Co-operative head office complex, which in turn will save the Group over £500k per annum. As occupiers, The Co-operative Group have seized the opportunity to introduce a programme of organisational transformation to ensure the building is used in a sustainable way including creating a green travel plan for the site and rolling out virtual desktop technology that not only uses less heat and energy but will also enable flexible working, including home working and hot desking to drive maximum space efficiency. BREEAM RATING ‘Outstanding’ EPC Rated ‘A’ DEC Rated ‘A’ It is the First commercial building of this size and scale to achieve all three of these standards* *Ratings are predicted and based on building designs. One Angel Square Manchester www.oneangelsquare.co.uk 34 35 Accommodation Computer Generated Image of the eighth and ninth floor terraces Computer Generated Image of Angel Square The building is being measured by Plowman Craven Associates in accordance with the RICS’ Code of Measuring Practice (6th Edition) and will comprise the following approximate net internal areas: Demise Use Net Internal Area sq ft Net Internal Area sq m 14th Floor Offices 6,717 624 13th Floor Offices 9,300 864 12th Floor Offices 11,927 1,108 11th Floor Offices 14,004 1,301 10th Floor Offices 15,855 1,473 12th Floor 9th Floor Offices 16,157 1,501 11th Floor 8th Floor Offices 23,595 2,192 10th Floor 7th Floor Offices 27,480 2,553 6th Floor Offices 28,987 2,693 5th Floor Offices 27,480 2,553 4th Floor Offices 28,987 2,693 3rd Floor Offices 27,480 2,553 2nd Floor Offices 28,987 2,693 1st Floor Offices 5,597 520 4th Floor Ground Offices 20,613 1,915 3rd Floor Ground Atrium 10,355 962 2nd Floor Ground Reception 5,210 484 1st Floor Lower Ground Ancillary 18,912 1,757 Basement Parking (146 spaces) Total 327,643 A duty of care from Plowman Craven will be available to the purchaser. 14th Floor 13th Floor 9th Floor 8th Floor 7th Floor 6th Floor 5th Floor Ground Lower Ground 30,439 Basement One Angel Square Manchester www.Oneangelsquare.co.uk 37 36 Floor plans Atrium Loading Bay LOWER GROUND FLOOR Indicative office FLOORS 18,912 sq ft 1,757 sq m Up to 29,000 sq ft 2,694 sq m Ter r Reception a ces GROUND FLOOR Indicative Terrace FLOORS 36,178 sq ft 3,361 sq m The 8th, 9th, 10th, 11th, 12th, 13th and 14th floors benefit from terraces Not to scale: For indicative purpose only One Angel Square manchester www.Oneangelsquare.co.uk 39 38 Tenure Freehold. AS PIN DAN TZIC ST STR EET BES WIC KR OW MU NS TER T EE TR S E YL ST T EE TR LS GE AN CO RP OR AT ION STR EE T M ILL OW ST CR OW NL AN E NE IN LA ASP LA NE The total site area (indicated red) extends to approximately 1.27 acres (0.51 hectares). Public Realm is shown edged blue. Public realm MI LLE RS TRE ET MA YE SS TR EE T MIL LER STR EET The OS plan is not to scale and shows the approximate position of the freehold boundaries edged red. The attached is for identification purposes only and the accuracy of the plan cannot be guaranteed and does not form part of any contract. One Angel Square manchester www.Oneangelsquare.co.uk 41 40 Tenancy PLANNING AND TAX The property is to be let in its entirety to The Co-operative Group Holdings (2011) Limited (IP Society number IP28501R) on full repairing and insuring terms for a term of 25 years from September 2012 (Lease expiry 2037). Capital Allowances It is the Vendor’s intention to retain all plant and machinery Capital Allowances. VAT The property is elected for VAT purposes and therefore VAT will be payable on the transaction. The Co-operative Group Limited (IP Society number IP00525R) will guarantee the lease obligations for the duration of the lease. Planning The local planning authority is Manchester City Council. initial Rental Profile Use Rent (£ per sq ft) Rent (£ per sq m) Lower ground floor 10.00 107.64 Ground floor reception and atrium 13.50 145.32 Ground floor offices 26.00 279.87 Office floors 1-14 28.00 301.40 Basement car parking £3,000 per space The rent will increase within the following range within the term of the lease: Years The precise initial rent will be calculated based on the areas provided by Plowman Craven and using the rental breakdown detailed (see left). The lease provides for 5 yearly upward only rent reviews based on the increase in Consumer Price Index (CPI), which is subject to a minimum increase of 1.5% per annum and a maximum increase of 4% per annum, compounded. PROJECTED Rental Profile Minimum Rent (£) The initial rent of approximately £9,000,000 per annum equates to an average rent of £26.15 per sq ft or £281.45 per sq m, excluding cars. Maximum Rent (£) Per Annum Per sq m Per sq ft Per Annum Per sq m Per sq ft 1-5 9,000,000 281.45 26.15 9,000,000 281.45 26.15 6-10 9,695,556 303.20 28.17 10,949,876 342.42 31.81 11-15 10,444,867 326.63 30.34 13,322,199 416.61 38.70 16-20 11,252,089 351.87 32.69 16,208,492 506.87 47.09 21-25 12,121,695 379.07 35.22 19,720,108 616.68 57.29 There are three tenant options to extend the lease for a further 10 years at an open market rent, each subject to a tenant option to determine on the 5th anniversary. Please see Appendix 1 for a Summary of the Occupational Lease. £20,000,000 Minimum Rent £15,000,000 Maximum Rent £10,000,000 £5,000,000 £0 1-5 6-10 11-15 16-20 21-25 Computer Generated Image of the Atrium One Angel Square Manchester www.Oneangelsquare.co.uk 43 42 Covenant – The Co-operative group Overview The Co-operative family of Businesses The Co-operative Group is the UK’s largest consumer co-operative, offering a wide range of services including food, financial services, pharmacy, funerals, legal services, life planning, motor vehicles and electrical goods. Owned and democratically controlled by its members, The Co-operative Group operates according to values and principles that remain as true and relevant today as they did when the business was created more than 150 years ago. As a co-operative, the values of openness, honesty and social / environmental responsibility are integral to the business. Profits are shared with each member according to how much they spend over the year and in 2011, £142 million was paid back to members. The UK’s fifth largest food retailer with a store in every postal area, serving more than 14 million customers a week. Europe’s most sustainable financial services provider, offering banking and insurance services to personal and business customers. The UK’s third largest pharmacy business, offering community based and online services making us the second largest outpatient dispensary service. The funeral business is considered the UK leader, carrying out over 100,000 funerals each year across a network of 850 funeral homes – that’s 18% of all funerals in the UK In 2011, The Co-operative Group launched its ground breaking ethical plans with industry leading commitments on a range of issues from Fairtrade and climate change, to ethical finance and support for local communities. INVEST IN 150 YEARS OF SOCIAL AND ETHICAL ENTERPRISE The Co-operative Group also operates commercial activities in security and clothing and have established a joint venture with Thomas Cook, which constitutes the UK’s largest travel agency. £13.3 billion 5,000+ 102,000 21 million 7.2 million Gross sales Retail trading outlets Employees Customers served every week across the businesses Members One Angel Square Manchester www.Oneangelsquare.co.uk 44 45 Financials The tenant, The Co-operative Group Holdings (2011) Limited (IP Society number IP28501R), is a holding company and shareholder for the major trading companies within the Co‑operative movement including food, funerals and pharmacy. The directly held subsidiaries to The Co-operative Group Holdings (2011) Limited are substantial operating businesses that contribute over 80% of the Group revenues. The Co-operative Group is being structured as the diagram below illustrates. The Co-operative Group Limited Direct Holding 100% The Co-operative Group Holdings (2011) Limited 100% Indirect Holding The Co-operative Financial Services Limited 100% Funeral Services Limited The Co-operative Group Food Limited 100% Somerfield Stores Limited The Co-operative Group Limited (IP Society number IP00525R) will provide a guarantee in respect of the lease obligations. A ‘permitted assignee’ is defined as one which either has a Standard & Poor rating of ‘BBB Stable’ or the equivalent at Moody’s or Fitch, or if it does not have such a rating, is of no lesser covenant strength than an entity which does have such a rating and assignment to it would give rise to no loss of reversionary value by the landlord as detailed in Appendix 1. The table below shows the last three years annual accounts for The Co-operative Group Limited: Y/E Dec 2011 Y/E Dec 2010 Y/E Dec 2009 Gross Sales £13.3 billion £13.14 billion £12.04 billion Underlying Operating Profit £526 million £602 million £464 million Members Funds £5.06 billion £4.84 billion £4.52 billion Standard & Poor provides a credit rating for this covenant of BBB- www.Oneangelsquare.co.uk 46 One Angel Square manchester 47 APPENDICES APPENDIX 1 SUMMARY OF OCCUPATIONAL LEASE TERMS 48 APPENDIX 2 SUMMARY SPECIFICATION 50 APPENDIX 3 MARKET COMMENTARY 52 One Angel Square manchester www.Oneangelsquare.co.uk 49 48 APPENDIX 1 SUMMARY OF OCCUPATIONAL LEASE TERMS Lease Date Initial Rent Alienation Repair The lease is to be put in place upon completion of the sale of the property. £9,000,000 per annum. The lease contains a test on assignment whereby the landlord may withhold its consent to an assignment if the assignee is not a “permitted assignee”. The tenant is required to keep the premises in good and substantial repair, subject to a fair wear and tear exception in the last 3 years of the term. Landlords consent is not required to an assignment to a permitted assignee. Yield Up Landlord To be agreed with the purchaser. Tenant The Co-operative Group Holdings (2011) Limited (IP Society number IP28501R). Guarantor The Co-operative Group Limited (IP Society number IP525R). Premises The land shown edged red on the Plans together with all buildings and other structures now or at any time during the Term on it, known as 1 Angel Square, NOMA, Manchester. Term 25 years from the date of completion of the sale with the benefit of security of tenure and compensation provisions of the Landlord & Tenant Act 1954. The tenant will have the benefit of three rights to extend the lease, in each case for a period of 10 years, on the same terms, except for rent. Each lease will contain an option for the tenant to determine on the 5th anniversary of the lease. The rent under each further lease is to be the then open market rent, and will be subject to 5 yearly upwards only open market rent reviews. Rent Review The rent is subject to upwards only rent reviews every 5 years, in line with the growth in the Consumer Price Index (CPI). The lease will provide for a maximum increase over 5 years of 4%PA compounding (1.2167 multiplier) and a minimum increase of 1.5%PA compounding (1.0773 multiplier). Insurance The landlord is to insure against the full commercial risks and fees, including terrorism where available, and loss of rent and estate service charge for a minimum period of 5 years. The uninsured risk loss falls to the landlord who will have the option to reinstate and should they choose to do so is liable for all reinstatement costs. For so long as The Co-operative is the tenant, it will have the right to insure the premises. A “permitted assignee” is one which either has a Standard & Poor rating of no less than “BBB stable” or the equivalent at Moody’s or Fitch or, if it does not have such a rating, is of no lesser covenant strength than an entity which does have such a rating and assignment to it would give rise to no loss of reversionary value by the landlord. There is no Authorised Guarantee Agreement on assignment to a “permitted assignee”. The lessee is permitted, subject to the lessor’s prior consent (which is not to be unreasonably withheld or delayed) to: i. Sublet the entire demise ii. Sublet whole floors or multiples thereof iii. Sublet part floors provided that each sublet unit comprises not less than (3,000 sq ft/279 sq m) and is capable of forming a self-contained unit iv. Sublet up to four floors to a serviced office provider or at an all inclusive rent, or at less than Open Market Rate v. Otherwise, all sublettings will be at Open Market Rental Value vi. All sublettings on part floors will be contracted outside of the Landlord & Tenant Act 1954 as amended. Various sharing arrangements are permitted without control but without compromising security of tenure and the Landlord & Tenant Act 1954 as amended. Use The use is as high class, professional and commercial and/or government offices, conferencing facilities, and ancillary uses and car parking, and any other use subject to landlords consent not to be unreasonably withheld. There is no dilapidations or reinstatement liability, save in the case of structural alterations completed during the term which reduce the net internal area by more than 2.00%. Alterations Alterations to the exterior of the building are precluded without landlords consent, other than the conversion of the first floor business lounge and/or the 9th-14th floors terraces to bring them within the floorplate. Internal structural and non structural alterations maybe carried out without landlords consent but are subject to a notification requirement. Estate Service Charge The tenant is to be responsible for payment of the NOMA estate service charge. Naming Rights The lessee has a right to name the building. One Angel Square manchester www.Oneangelsquare.co.uk 51 50 APPENDIX 2 SUMMARY SPECIFICATION Substructure Substructure is a concrete frame. Superstructure Superstructure consists of a steel and concrete frame supporting concrete topping floor slabs. Internally, the office space is column free. External Finishes External Walls – Ground & 1st Floor external double height glazed curtain walling, with spandrel panels to the rear of the external precast columns. Levels 02-07 – External walls comprise of full height unitised double skin façade with extended fins to provide solar shading. Within the double skin façade the walkway provides a maintenance route as well as acting as a brise soleil. Levels 08-14 – External walls comprise full height unitised double skin façade and full height curtain walling to the terraces. Level 15 (Plant Room) – External walls comprise full height utilised double skin façade and a louvered plant room. Finishes Basement Floor – Sealed concrete slab with painted blockwork walls, exposed ceiling soffit. Lower Ground Floor – Sealed concrete slab to loading bay, plant rooms, circulation areas, cores, security office, Business Centre, reception to be vinyl linoleum floor finish. Ground Floor/Reception Area – Porcelain tile floors with walls clad in timber panelling and painted plaster. Upper Floors Typical Office Layout – Raised access floors with carpet tile finish (heavy duty grade floor antistatic for IT hub rooms). Server Rooms – Heavy Grade antistatic raised floor (500mm) (450mm clear service zones). Auditorium – carpet tiles. Mock store – terrazzo floor tile. Walls finished in oak veneer acoustic timber panelling. Gym – specialised rubberised floor finish. Ceilings – Fully serviced ceiling raft incorporating chilled beams, lighting, sprinklers and PIR sensors within each of the coffers. Chilled beams are factory sprayed white metal panels system. External Terrace – Perimeter walls to the terrace consist of double skin glazed façade, atrium roof and glazed stainless steel balustrade. Composite concrete pavers form the finished external surface with pebble borders between double skin façade, office glazing and terrace material. Raised bed planters allow for soft landscaping on Levels 8, 10-14. Air Cooling/Heating Car Parking Air cooling is provided via chilled beams utilising concrete reducing cooling load for reduced energy consumption. Heating is provided via incoming air through the raised access floor and supplemented with perimeter heating. 146 spaces which includes 8 accessible and 23 motorbike spaces. Cycle Provision Maximum 60% RH 24 degrees C +/- 2 degree C with chilled beams (21 degrees C in winter) 105 cycle storage stands Lighting Design Office Areas – 4 kN/m² inclusive 1 kN/m² for partitions Lighting Level – 300-500 lux Fire Alarms High Load Zones – 7.5 kN/m² + 0.5 kN/m² Up to 10 kN/m² in plant areas L1 system with voice chip sounders Column Spacing Sprinkler System Minimum 7.5m – column free floorplate (max 16m span) Full sprinkler coverage in compliance with Approved Document part B Slab to Slab Height Emergency Power 3.0m 5.0m 8.0m (part fit out for level 1) 4.0m Uninterrupted power source (UPS) plus standby generators Means of Escape Density – one person per 6m², for Fire Escapes/Lifts Floor to Ceiling Height Typical Office Floor 5 contractor spaces Humidity Control 0.5 kN/m² raised floors Basement Lower Ground Floor Ground Level 2 – 14 offices Maximum 1 in 6 ramps 12 L/S based on 1 person per 8m² or 10m² Temperature Imposed Loads Minimum 6m width search lines Fresh Air Dead Loads 2.8m Minimum 2.3m x 4.8m parking bays Toilet Provision Raised Floor Based on occupancy of average one person to 8m² 400mm (350mm clear void) Noise from Service Planning Grid 1.5m x 3m (Chilled Beams dictate 3m centres) Open plan offices Cellular offices Meeting/Board Rooms Circulation/Cores Occupancy Lifts Generally based on 1 person per 8m², and is capable of upgrading to 1 person per 6m² in certain areas. 10 No.17 person passenger lifts 3 No.21 person service lifts (1 in each core) Destination Control System NR38 NR35 NR30 NR40 One Angel Square manchester www.Oneangelsquare.co.uk 52 53 APPENDIX 3 Market Commentary Occupational Market Rents Supply Manchester is the largest regional city centre office market with a total stock of approximately 20,000,000 sq ft (1,858,000 sq m). Manchester’s financial and professional services sector employs over 250,000 people across 29,000 businesses and, with a long history of mergers, consolidations and attracting inward investors, the city records the highest take-up levels across the regions of close to 1,000,000 sq ft (92,900 sq m) per annum. Prime rents for Manchester city centre now stand at a headline rental level of £30 per sq ft (£325 per sq m). Prime rents are expected to rise by 8.1% between 2012 and 2016 in Manchester driven by continued occupier demand and the gradual erosion of Grade A supply. The supply of Grade A stock in Manchester currently stands at 500,000 sq ft (46,452 sq m) within the city centre and provides approximately 1.5 years take-up at the historical trend rate. Development Pipeline The development pipeline remains muted with no space currently under construction or speculative starts anticipated this year. The only exception to this is No 1 St Peters Square which is part pre-let and will include approximately 200,000 sq ft (18,581 sq m) of speculative office space due to PC to shell and core in May 2014. Take-Up Manchester continues to outperform the ‘Big 6’ regional centres in terms of take-up with 699,050 sq ft 2010 – 3.9 million sq ft (64,942 sq m) transacted in 2011, that represents a very similar level to the 5 year average take-up figure of circa 800,000 sq ft (74,323 sq m). 12% Edinburgh 2011 – 3.1 million sq ft 14% 18% 18% Glasgow 2011 – 3.1 million sq ft 2010 – 3.9 million sq ft 17% Leeds 12% 10% 22% Manchester Birmingham Edinburgh 12% 18% 34% Bristol Glasgow 17% Leeds 7% 14% 12% 13% 18% 23% 10% 22% Manchester 7% Birmingham 800,000 700,000 700,000 600,000 600,000 500,000 400,000 800,000 300,000 700,000 200,000 600,000 100,000 500,000 0 400,000 200,000 23% 2011 Take-Up by Sector 800,000 300,000 13% 34% Bristol 2011 Take-Up by Size 100,000 0 2011 Take-Up by Size 50,000-100,000 sq ft 25,000-50,000 sq ft 10,000-25,000 sq ft 0-10,000 sq ft 50,000-100,000 sq ft 25,000-50,000 sq ft 10,000-25,000 sq ft 0-10,000 sq ft 500,000 400,000 800,000 300,000 700,000 200,000 600,000 100,000 500,000 0 400,000 300,000 200,000 100,000 0 Other 2011 Take-Up by Size 2011 Take-Up byPublic SectorAdministration Manufacturing Industry 800,000 Services Industry 800,000 700,000 OtherProfessional Services 700,000 600,000& Finance Services PublicBanking Administration 600,000 Other Manufacturing 500,000 Industry 500,000 Public Administration Services Industry 400,000 Professional Services 300,000 Banking & Finance Services 50,000-100,000 sq ft 25,000-50,000 sq ft 100,000 Big 6 average 1,200,000 0 Manchester city centre 1,000,000 800,000 sq ft 1,400,000 600,000 Big 6 average 1,200,000 400,000 Manchester city centre 1,000,000 200,000 sq ft 800,000 600,000 400,000 200,000 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Q1/2012 400,000 300,000 Manufacturing Industry Services Industry 200,000 200,000 1,400,000 2011 Take -Up by Sector 10,000-25,000 sq ft 0-10,000 sq ft Professional Services 100,000 0 Banking & Finance Services www.Oneangelsquare.co.uk 54 Investment Proposal Offers are invited for the freehold interest in One Angel Square, subject to contract and exclusive of VAT. One Angel Square Manchester 55 www.oneangelsquare.co.uk 56 CONTACT For further information or to arrange an accompanied inspection, please contact: Mark Williams mwilliams@whrproperty.co.uk DL: +44 (0)161 819 8220 Andrew Hawkins andrew.hawkins@eu.jll.com DL: +44 (0)20 7399 5840 Jonathan Mills jonathan.mills@eu.jll.com DL: +44 (0)161 828 6460 Dan Crossley dcrossley@whrproperty.co.uk DL: +44 (0)161 819 8221 Rob Jackson robert.jackson@eu.jll.com DL: +44 (0)20 7399 5029 Matthew Stretton matthew.stretton@eu.jll.com DL: +44 (0)161 828 6493 Michael Hawkins mhawkins@whrproperty.co.uk DL: +44 (0)161 819 8208 Jones Lang LaSalle 10 Gresham Street London EC2V 7JD Jones Lang LaSalle One Piccadilly Gardens Manchester M1 1RG +44 (0)20 7248 6040 +44 (0)161 828 6460 WHR The Lexicon 10 Mount Street Manchester M2 5NT +44 (0)161 228 1001 Dataroom: www.oneangelsquare.co.uk/c/download.php — Specification — Fact Sheet — Occupational Lease — Floor Plans — Investment Brochure Misrepresentation Act: Jones Lang LaSalle and WHR for themselves and for the vendor as agents for the vendor give notice that: 1. The information in these particulars is intended as a general outline only for the guidance of intending purchasers and neither Jones Lang LaSalle and WHR nor the vendor on whose behalf these particulars are provided accept any responsibility for any inaccuracies the particulars may contain. Any intending purchaser should not rely upon them as statements or representations of fact but should satisfy themselves by inspection or otherwise as to their correctness. All floor areas and other measurements are approximate. 2. These particulars do not form, or form any part of, any offer or contract. 3. Neither Jones Lang LaSalle, WHR, nor any of their employees has any authority, either orally or in writing, to make or give any representations or warranties in relation to the property. 4. Unless otherwise stated, all prices and rents are quoted exclusive of VAT. July 2012. The Code of Practice on Commercial Leases in England and Wales recommends you seek professional advice before agreeing a business tenancy. The Code is available through the website: www.commercialleasecodeew.co.uk Designed and produced by siren | +44 (0)20 7478 8300 | sirendesign.co.uk | S03754 Maps by kind permission of Quest e-Design www.oneangelsquare.co.uk