INVESTING WITH PARK FIRST AIRPORT PARKING

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1 INVESTING WITH PARK FIRST AIRPORT PARKING (A member of the GROUP FIRST GLOBAL Group of Companies) JWK Legal Group Limited JWK Solicitors 5 Thurnham Street Aalborg Square Lancaster LA1 1XU

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3 INVESTING WITH PARK FIRST This manual introduces you to the rationale behind investing with Park First Limited, part of the Group First Global Ltd group of companies. DISCLAIMER The information and references contained within this document are not intended to solicit investment funds in any jurisdiction or provide the reader with any financial, accounting, tax or legal advice. In particular, no comment is made on the suitability of an investment for meeting an investor s needs or objectives. Whilst the information and references contained in this package are believed accurate as at the 1 ST April 2014, the reader must rely on his own professional advice without reliance on the information herein contained and no liability can be accepted if any information or references prove inaccurate. The value of your property may rise or fall. No guarantees as to future performance in respect of income or capital growth are given either expressly or by implication and nothing expressed or implied should be taken as a forecast of future performance. This is not an offer to participate in a collective investment scheme as defined in the Financial Services and Markets Act 2000 (Section 235) and as such Investors have no access to statutory or regulatory protections including the Financial Ombudsman Service and the Financial Services Compensation Scheme. Neither Group First Global Limited nor Park First Limited are regulated by the FCA and are not authorised to offer advice to the general public concerning any regulated or unregulated investment.

4 BACKGROUND 1. Along with Residential First, Business First and Store First, Park First Limited is the wholly owned subsidiary of Group First Global Limited. 2. In connection with its associated companies, Group First Global Limited has many years experience in successful property development including several prestigious apartment and office developments in the North West of England. These include:- Mann Island, Liverpool Damaz Building, Manchester Krupa Building, Manchester Trinity Way, Manchester Ludford Court, Crewe Broad View, Rochdale Fresh, Manchester Priestley Court, Boteler Court and Beaumont Court, Warrington St Mary s Street, Crewe Birchview, Rochdale Skyline One, Manchester Moorgate Mews, Rochdale Skyline Chambers, Manchester Trooper Lane, Halifax The Works, Manchester Lulworth Road, Birkdale Meadowcroft Lane, Bamford Herons Reach, Barnsley Westgate, Burnley Raddon Court, Warrington Henry Street, York Street and Argyle Street, Liverpool Ludgate Hill, Manchester

5 Alexander Place, Warrington Mono Project, Liverpool St Austins Court, Warrington Quebec Building, Bury Street, Manchester Smithybridge Road, Littleborough Ribble Court, Shuttleworth Mead Business Park, Padiham, Burnley Burnley Business Centre, Burnley Liverpool Business Centre, Goodlass Road, Speke, Liverpool Unit 2, Clarke Industrial Estate, St Modwen Road, Trafford Park Linwood Point, Glasgow Burnbrae Drive, Glasgow 3. Since the year 2003 the JWK Legal Group Limited (formerly Jobling & Knape Solicitors) has represented Group First Global Limited and its associated companies in the acquisition and sale of over 1 billion pounds worth of mixed residential and commercial property. 4. Park First s current sites are:- Skyline Chambers 1 Ludgate, Manchester Skyline Chambers 2 Simpson Street, Manchester Glasgow Airport (Burnbrae) Linwood Point, Paisley Fresh Development, Manchester Trinity Edge

6 THE RATIONALE In the last 2 years, Park First Limited has acquired and developed 6 car parks. Park First s most exciting developments to date are, without doubt, the parking sites at Linwood Point and Glasgow Airport (Burnbrae Drive, Paisley). of the acquisitions has required any mortgage funding. Each site has been purchased with cash and those under option are intended to be purchased in the same way. This illustrates the financial strength and stability of Park First and its Group. The Park First Group of companies has a proven track record of innovative investment ideas and the development at Burnbrae is no exception. For a payment as low as 20,000 the investor will receive his own registered title to land in the vicinity of one of the UK s leading airports. The investor will receive a registrable title to the plot(s) he buys in his name and thereafter will be entirely free to use it for himself, let it out to others and sell it on the open market to whomsoever he pleases. In keeping with its desire to innovate, Park First will soon also be piloting a scheme whereby the investor can pay for the parking space(s) by instalments and still receive a return from day one. Park First hopes to be able to launch this scheme in the near future under the name Wealth Builder.

7 ABOUT THE AIRPORT According to the Glasgow Airport Draft Master Plan 2011 ( GAMP ), Glasgow airport generates nearly 200m annually for the Scottish economy, more than any other airport in Scotland. The GAMP states that Glasgow Airport handled 7.2 million passengers in The forecast passenger numbers in 2020 are million and million for Compare this number of passengers with the number of parking spaces at the airport and the need for off-site parking such as Park First offers is obvious, both now and for the foreseeable future. According to the GAMP 2011, the Airport itself has only 3,490 Short Stay car park spaces and 2,700 Long Stay. 2 That s a total of 6,190 spaces serving 7.2 million passengers in 2009! The future of off-site parking could hardly be more secure and the logic, therefore, of investing in it is obvious. Furthermore, that logic fits neatly into Glasgow Airport s objectives. Glasgow Airport s key objectives include encouraging more park and fly as opposed to passengers being dropped off at the airport, the reasoning being that for every journey to or from the Airport to drop-off or pick-up a passenger there is a corresponding journey which would be unnecessary if the car was simply parked at the airport. There would thus be lower CO 2 emissions. 3 In practice, those parking at Park First s Car Parks will be transported to the Airport Terminals via a shuttle-bus service, another transport method (i.e. bus) favoured by Glasgow Airport and forming part of its key objectives. Glasgow Airport primarily serves the city of Glasgow and the west of Scotland. The 2009 survey of airport passengers undertaken by the Civil Aviation Authority showed that around 70% of passengers originate from within the Glasgow City Region 4. The Glasgow City Region includes North Lanarkshire, South Lanarkshire, Inverclyde, Renfrewshire, East Renfrewshire, West Dumbarton, East Dumbarton and the city of Glasgow. Glasgow is the largest city region in Scotland and one of the largest in the UK with a population of over 1.75m. 5 1 Source: GAMP page 4 2 Source: GAMP page 10 3 Source: SAS Report, page 24 4 Source: SAS Report, page 11 5 Source: Glasgow & the Clyde Valley Strategic Development Plan Main Issues Report, GCVSDPA 2010)

8 The Airport s wider catchment area extends to the whole of Scotland and the north of England, with a population of around 3.76 million within a 2 hour travel time by road and 2.2 million by rail in The SAS also reports that around 29% of passengers were travelling on business. This is a healthy percentage of passengers not subject to the vagaries of the tourist industry and higher than many other UK airports including Gatwick (15%), Manchester (17%), Newcastle (20%) and Prestwick (8%). 7 This demonstrates the importance of Glasgow Airport to the business community and the economy of the west of Scotland and thus demonstrates also the strength of the investment in off-site parking to serve an industry that is going to be here for many, many years to come. The SAS report shows actual and predicted peak car parking demand for long and short stay car parks and confirms that much of the anticipated growth in long stay parking capacity will continue to be provided by third party off-airport operators. 8 And if the case for the economic strength of the airport and the region has not already been made, the Glasgow International Airport Economic Impact Assessment, York Aviation 2010 ( the York Report ) confirmed Glasgow Airport s status as Renfrewshire s largest private sector employer, supporting nearly 4,500 jobs directly through 117 companies based at the airport and over 7,300 jobs in Scotland as a whole. It is also relevant to note that parking spaces for employees at the airport are reported as being 1,494, 9 so with 4,500 workers there is plenty of scope for year round demand for off-site parking for workers as well as passengers. 6 Source: The Future Development of Air Transport in the United Kingdom: Scotland, Dept for Transport Source: SAS Report, page 11 8 Source: SAS Report, page 24 9 Source: SAS Report, page 10

9 DUE DILIGENCE 1. Sites already owned by the Group First Global Limited Group of Companies STORE FIRST LIMITED OR BUSINESS FIRST LIMITED Site Address Title Number(s) Registered Proprietor Mortgage Outstanding Unit 6 Centurion Park, Davyfield Road, Blackburn, BB1 2QY LAN Store First Blackburn Limited Unit 8 Centurion Park, Davyfield Road, Blackburn, BB1 2QY LAN LAN LAN LAN LAN LAN LAN LAN LAN Unit 9 Centurion Park, Davyfield Road, Blackburn, BB1 2QY LAN LAN LAN LAN LAN LAN LAN LAN Unit 1 Enterprise Way, Burnley, BB12 6LT (Empire) LAN LAN LAN LAN LAN LAN LAN LAN LAN LAN LAN LAN128888

10 Unit 2-4 Enterprise Way, Burnley, BB12 6LG (Empire) LAN LAN LAN LAN LAN LAN LAN LAN Unit 5 Crown Business Park, Cown Top Lane, Rochdale MAN Unit 6 Crown Business Park, Cowm Top Lane, Rochdale MAN MAN Unit Estuary Banks, The Estuary, Speke MS Unit Estuary Banks, The Estuary, Speke MS Unit 4a Ashroyd Business Park, Barnsley, S74 0EZ SYK SYK SYK Unit 2, Stanney Mill Road, Stanney, Ellesmere Port CH Unit 1 Freeway Drive, Castleford, West Yorkshire WYK Unit 2, Quantum Business Park, Stourton Haigh, Stourton, Leeds WYK YY3600 Millennium City Park, Bluebell Way, off Longridge Road, Preston LAN Business First Limited

11 Lot 1 Linwood Point Phoenix Business Park, Paisley, Glasgow REN Lot 2 Linwood Point Phoenix Business Park, Paisley, Glasgow REN Business First Limited The Box, Riverside Road, Pride Park, Derby DY Unit 2, Clarke Industrial Estate, St Modwen Road, Trafford Park MAN PARK FIRST LIMITED Skyline Chambers 1, Ludgate Hill, Manchester M4 4TG MAN Park First Limited Skyline Chambers 2, Simpson Street, Manchester MAN84069 Park First Limited Fresh Development, Manchester MAN Park First Limited Trinity Edge, Manchester GM GM GM GM GM GM inc. Owned by Harley Scott Holdings Limited, Sub-let to Park First Limited Glasgow Airport, Burnbrae Road, Paisley REN83660 Park First Limited Linwood Point, Paisley Phase 1 and Phase 2 REN Owned by Store First Limited, Subleased to Park First Limited

12 1. The Contract 1.1 A sample contract is available on request. 1.2 This contract is governed by Scottish Law and is enforceable in the Scottish courts. 1.3 It legally binds Park First Limited to sell to the Investor the plot(s) it is buying by way of long-lease. 1.4 It documents the Investor s right to call for Park First Limited to take a lease back if the Investor wishes. 2. The Title Document 2.1 A sample Title Document is available on request. 2.2 Each Investor will receive a document evidencing its title to the plot(s) it is buying. This will usually be in the form of a long lease of 175 years, registrable at the Land Registry in Scotland. 2.3 This document will contain a full description of the plot(s) and the Investor s rights and responsibilities. 2.4 If Park First Limited went into liquidation after the sale to the Investor had been completed, the Investor s ownership of the plot it had purchased would remain intact. The Title Document would remain valid. The Investor s right to access and use and eventually sell the plot(s) would remain valid. 2.5 The Investor is free to sell, mortgage and rent out the plot(s) as he thinks fit. If the Investor has required Park First Limited to take a lease back then the Investor can sell with the benefit of that lease. The ownership of the plot(s) can be passed down to future generations subject to the status of the Investor. 3. The Lease Back 3.1 A sample Lease Back is available on request. 3.2 The Investor can insist that Park First Limited takes a lease of the plots (via Store First Management Limited). This guarantees rent for the first two years at a return rate of 8%. 3.3 The Lease lasts 6 years. Both the Investor and Park First Limited can call for the lease to be ended on the second and fourth anniversaries.

13 4. The Buy-Back Option 4.1 A sample Buy-Back Agreement is available on request. 4.2 The Investor may ask Park First Limited to buy back the plot(s) after five years (subject to conditions). If Park First Limited does so it will pay to the Investor the same price as the Investor paid. 5. Management/Letting The Investor is entirely free to choose its own manager or manage the plot(s) itself. 6. Financial Service and Markets Act Sections 235 of the Act states: (1) In this Part collective investment scheme means any arrangements with respect to property of any description, including money, the purpose or effect of which is to enable persons taking part in the arrangements (whether by becoming owners of the property or any part of it or otherwise) to participate in or receive profits or income arising from the acquisition, holding, management or disposal of the property or sums paid out of such profits or income (2) The arrangements must be such that the persons who are to participate ( participants ) do not have day-to-day control over the management of the property, whether or not they have the right to be consulted or to give directions. (3) The arrangements must also have either or both of the following characteristics:- (a) the contributions of the participants and the profits or income out of which payments are to be made to them are pooled; (b) the property is managed as a whole by or on behalf of the operator of the scheme (4) If arrangements provide for such pooling as is mentioned in subsection (3)(a) in relation to separate parts of the property, the arrangements are not to be regarded as constituting a single collective investment scheme unless the participants are entitled to exchange rights in one part for rights in another. (5) The Treasury may by order provide that arrangements do not amount to a collective investment scheme:- (a) in specified circumstances; or (b) if the arrangements fall within a specified category of arrangement

14 6.2 Each Investor s investment exists independently of other Investors investments. There is no interdependency imposed on Investors. Each has its own Title Document (see Paragraph 3 above). There is no pooling of Investors investments and there is no imposition of an overall management structure on the plot(s). 6.3 The documentation of the set-up (as outlined above) has been submitted to Legal Counsel for an opinion as to whether it amounts to an unregulated collective investment scheme. Counsel has confirmed that the documented set-up neither is, nor forms part of, such a scheme. 7. SIPP Investment 7.1 Her Majesty s Revenue & Customs in the UK states certain types of investment which are suitable for inclusion in self-invested pensions (SIPPs). Immoveable commercial property containing no residential element is suitable for SIPP investment. 7.2 The plot(s) are immoveable commercial property containing no element of residence million worth of plot(s) have already been acquired by SIPPs operating out of several different SIPP providers. 8. Unregulated Collective Investment Schemes and Close Substitutes Order On the 13 th June 2013, the FCA (formerly the FSA) published new rules to come into force in These new rules do not detract from the Counsel s opinion mentioned above. If anything they strengthen Park First s status as a provider of a quality investment product. 8.3 The new rules will prohibit non-mainstream pooled investments and various examples given by the FCA (e.g. fine wine, crops, timber, speculative financial instruments and traded life policies). 8.4 The availability of these investments will therefore shortly come to an end. The solid commercial property offered by the Park First investment provides a good alternative for investors money and will be available to those investors who can no longer invest in the type of product described above and soon to be outlawed. 8.5 Park First will also be available for those investors already committed to the soon to be outlawed investments and who need an alternative to which to swap.

15 8.6 The FCA announced that serious problems have been identified in the distribution of high-risk, complex investments to ordinary retail investors. Again, this should serve to boost the attractiveness of the Park First product which is not complex and results in the investor owning tangible commercial property with a UK Land Registry title which he can deal with as he wishes. 8.7 All in all, therefore, the new close substitutes rules have no detrimental effect on the Park First product and, if anything, serve to increase its attractiveness. Disclaimer The information given above is not to be relied on as legal advice given to any individual. Anyone considering the contents of this document should take and rely on his own independent legal and other professional advice.