ARTICLES OF ROUP. Lot No.[ ], 90 Camperdown Road, Dundee, DD3 8RU

Transcription

1 ARTICLES OF ROUP of Lot No.[ ], 90 Camperdown Road, Dundee, DD3 8RU The Property referred to in these Articles of Roup comprises the following Lot namely:- ALL and WHOLE the premises known as 90 Camperdown Road, Dundee, DD3 8RU, being the subjects registered in the Land Register of Scotland under Title Number ANG The Sellers are CRESTELM LIMITED, a company incorporated under the Companies Acts (Registered Number ) and having their Registered Office at 14 Castlefield Avenue, Salford, Manchester M7 4GQ. The Auction shall be held at [ ] on 14 July 2004 ( the Auction Date ). The Common Auction Conditions and the Extra Conditions of Sale specified in Jones Lang Lasalle auction catalogue for July 2004 ( the Auction Catalogue ) and any documents relating to or contained within the Auction Catalogue do not apply, in whole or in part, to the sale of the Property. The Property is exposed for sale by Auction by the Seller on the Auction Date on the conditions contained in these Articles of Roup and the Special Conditions of Sale annexed and subscribed as relative hereto or on such other conditions as shall be appointed in any Minute or Minutes annexed hereto. The only title and ancillary documentation to be exhibited to the Purchaser by the Seller are those listed on the Inventory annexed and subscribed as relative hereto. The Conditions of Sale applicable to the Property are as follows:-

2 2 1. The Seller s Solicitors are Leslie Wolfson & Co, Waterloo Chambers, 19 Waterloo Street, Glasgow, G2 6BQ, Telephone No Reference AMCC/CS/C Settlement Date: In these Articles of Roup the term Settlement Date means Wednesday 11 th August The successful bidder will be under a binding contract incorporating these Conditions of Sale as soon as the auctioneer s hammer falls. The successful bidder shall be required to subscribe a Minute of Enactment, but shall become bound and obliged for the sum offered by him or her whether the Minute of Enactment has been signed or not. 3.2 Conduct of Auction: The knocking down and sale of the Property to the Purchaser and/or the signature of the Minute of Enactment for and on behalf of the Purchaser and/or the payment of the Deposit (as hereinafter defined) by cash, Draft or cheque shall constitute a joint and several warranty and undertaking by the Purchaser and the successful bidder that:- (i) the Purchaser and the successful bidder both have the express authority to sign the Minute of Enactment and to bind the Purchaser; and (ii) such Draft or cheque will be paid on first presentation; and (iii) the Purchaser shall duly and timeously implement and observe the obligations on the part of the Purchaser under the Sale Contract. 5. Deposit: 5.1 The deposit shall be 10% of the purchase price and shall be paid to the auctioneers as stakeholders immediately after a binding contract for the sale of the Property has been made. 5.2 If any cheque given as a deposit is dishonoured upon first presentation the Seller may treat the conduct of the Purchaser as a repudiation of the contract

3 3 and the Seller may resell the Property without notice and/or take any other steps which may be available to it as a consequence of the Purchaser s breach. 6. Completion and Interest: 6.1 The purchase price plus any Value Added Tax thereon, less the deposit, shall be paid by the Purchaser to the Seller on the Settlement Date by telegraphic transfer to such bank account as the Seller may nominate; in addition the Purchaser shall authorise in writing the release of the deposit to the Seller. If such telegraphic transfer is not completed, or such written authorisation is not issued, by 1pm on the Settlement Date, completion will not be deemed to have taken place on that date. 6.2 In the event of failure to pay the balance of the purchase price plus Value Added Tax due thereon, or to issue such written authorisation, as aforesaid on the Settlement Date interest will be payable on the outstanding balance at the rate of 4% above the base rate of The Royal Bank of Scotland PLC for the time being from the Settlement Date until paid. Notwithstanding the foregoing, in the event that the balance of the purchase price plus any Value Added Tax due thereon, together with interest as aforesaid is not paid, or such written authorisation as aforesaid is not issued, in either case within fourteen days after the Settlement Date, the Seller will be entitled to resile from the contract without liability and in such circumstances the Purchaser s deposit will be held to be forfeit without prejudice to the right of the Seller to claim damages for all loss suffered as a result of the repudiation of contract by the Purchaser so far as such loss exceeds the deposit forfeited by the Purchaser. 6.3 For the avoidance of doubt, payment of the balance of the purchase price plus any Value Added Tax due thereon, together with delivery of such written authorisation as aforesaid, on the Settlement Date is an essential condition of the contract, and consignation of the balance of the purchase price plus any Value Added Tax as aforesaid will not be competent.

4 4 7. Apportionments: 7.1 Letting Documentation means all subsisting leases and rights of occupation (if any) affecting the Property or any part thereof. 7.2 Rents: The annual rents payable under the Letting Documentation will be apportioned (net of VAT) to the Settlement Date on an annual/daily basis with the Seller receiving the benefit of the Settlement Date so that the Purchaser will receive a 1/366 th part of such annual rents for each day following the Settlement Date to (but not including) the next rent payment date(s) under the Letting Documentation; payment to the Purchaser of all such apportioned rents will be made on the later of Completion and the date of the Seller s receipt of same. 7.3 Other Outgoings: All other payments under the Letting Documentation and all other outgoings for the Subjects shall be apportioned to the Settlement Date on an equitable basis. 7.4 Collection of Arrears: If any such rents or payments under the Letting Documentation shall be unpaid and in arrears at Completion, the Seller and the Purchaser shall jointly use all reasonable endeavours to procure payment from the Tenants as soon as practicable and when received the apportioned sum falling to the Purchaser shall be paid over to them together with all interest relevant thereto paid by the Tenants in respect of the period following the Settlement Date and conversely all such rents and payments as are due in terms hereof to the Seller shall, when received by the Purchaser, be paid over to the Seller together with all interest relevant thereto which has been paid by the Tenants. 8.1 Insurance: Risk will pass to the Purchaser on the Settlement Date and the Purchaser shall require to make its own arrangements for insurance of the Property with effect from that date and the Seller will be under no liability in respect of the damage or destruction of the Property or any part thereof as from that date.

5 5 8.2 The Seller shall keep the Property insured until the Settlement Date. 8.3 The Seller shall following the Settlement Date, cancel such insurance (under the reservation of all prior claims) and shall, forthwith on receipt, refund to the Tenants all refundable premiums in so far as the same shall have been paid to the Seller by the insurers. 8.4 If the Property shall be damaged or destroyed by an insured risk prior to the Settlement Date, the Seller s only responsibility to the Purchaser shall be to pay the insurance proceeds (in so far as not then incurred on reinstatement) to the Purchaser at actual completion or assign its rights (in so far as aforesaid) in respect of such policy proceeds to the Purchaser at actual completion. The Purchaser will be bound to proceed with the purchase of the Property in terms of the Articles of Roup, notwithstanding damage to or destruction of the Property from whatever cause. 9. Title: 9.1 The title will be taken as it stands and the Purchaser will be taken bound to have satisfied itself as to the validity and sufficiency of the title, of the Seller s right to the Property and its power to sell of the same. Without prejudice to the foregoing the Purchaser will be bound to accept the titles subject to such burdens, rights, or pre-emptions and restrictions on use as are contained in the title and will be bound to comply therewith or obtain waivers thereof at its own expense. Title shall be granted to the Purchaser by an Assignation, and the minerals will be conveyed only insofar as the Seller has right thereto. 9.2 The Property will be sold under burden of any servitudes and rights of wayleave for laying and maintaining sewers, drains, pipes, cables, telegraph and telephone poles, wires and the like that there may be laid in, through or across the Property. The Purchaser shall satisfy itself as to the existence of any such sewers, drains and others and shall free and relieve the Seller of all claims and liability of any kind in respect of any future interference with the said sewers, drains and others due to any operations carried out on the Property by the Purchaser.

6 6 9.3 No searches or land registration form reports will be exhibited or delivered, nor will any letter of obligation be available from the Seller s solicitors. The Seller will deliver to the Purchaser a discharge or deed of restriction in respect of any Standard Security affecting the Property as at the Settlement Date. 9.4 The Property is exposed tantum et tale as it exists and with no warranty as to descriptions, extents, boundaries, advertisements, accommodations, rentals, rateable value, feu duties, and ground annual or other payments, the allocation or non-allocation thereof, leases, burdens, servitudes, rights of way, wayleaves, statutory consents, orders, regulations or notices made or issued by any local or other competent authority or any particulars, plans or information given by the Seller or its agents, and the Purchaser shall be deemed to have made its own enquiries in respect of all of these matters. 9.5 No updated Coal Authority report, local authority Property enquiry report or statutory consents in respect of the Property will be exhibited. 10. No Assignation or Sub-sale: The Purchaser shall not be entitled to assign the benefit of this contract nor shall the Seller be required to convey, transfer or assign the Property to any person other than the Purchaser. 11. Application of Statute: All bidders shall be held to have satisfied themselves before bidding as to whether the Property and the current use or uses thereof comply with all relevant statutes, orders and statutory requirements and as to the existence of any notices, order or requisitions affecting the same issued by any public or other competent body. No warranty is given by the Seller in relation to the matters referred to in this Condition 11 and, for the avoidance of doubt, the cost of implementing any outstanding statutory notice will, in question between the Seller and the Purchaser, be the responsibility of the Purchaser.

7 7 12. Complete Agreement: The Purchaser of the Property acknowledges that the Sale Contract shall incorporate the entire contract between the Purchaser and the Seller and that the Purchaser has not entered into such contract in reliance upon any statements or representations made by the Seller or by the Seller s agents or employees (if any): IN WITNESS WHEREOF Witness Full Name 19 Waterloo Street Glasgow G2 6BQ

8 8 MINUTE OF ENACTMENT of 90 Camperdown Road, Dundee, DD3 8RU as referred to in Articles of Roup dated 2004 At London within the [ ] on 14 th July 2004 in the presence of The Auctioneer and Judge of the Roup and other person there assembled, the subjects designated as Lot [ ] being the Property more particularly described in the Articles of Roup dated [ ] 2004 and known 90 Camperdown Road, Dundee, DD3 8RU were exposed to sale by CRESTELM LIMITED, a company incorporated under the Companies Acts (Registered Number ) and having their Registered Office at 14 Castlefield Avenue, Salford, Manchester M7 4GQ (hereinafter called the Seller ) in terms of the said Articles of Roup when appeared and offered the sum of POUNDS ( ) STERLING exclusive of all, if any Value Added Tax chargeable thereon and being the only or highest Offer and having declared that such Offer for the Property was made [on his/her own account] [as authorised agent for and on behalf of ] the Auctioneer preferred and hereby prefers the said

9 9 (hereinafter called the Purchaser ) to the purchase at the price above-mentioned and the Purchaser hereby binds itself to the Seller to implement and fulfil the whole of the aforementioned Articles of Roup and this Minute in so far as incumbent upon the Purchaser in every respect; And the Purchaser, by its execution hereof, consents to the registration of these presents and the said Articles of Roup for preservation and execution: IN WITNESS WHEREOF these presents typewritten on this and the six preceding pages, together with the Inventory of Writs, the Special Conditions of Sale, and Minute of Enactment annexed hereto, are signed by Leslie Wolfson & Co, Nineteen Waterloo Street, Glasgow (the firm name being adhibited by Andrew McCowan, one of their partners) as solicitors for and agents of the Seller, at Glasgow on, Two Thousand and Four. Witness: Purchaser/ Purchaser s Agent Name:... Address: Auctioneer Date of Signing

10 10 This is the Special Conditions of Sale referred to in the foregoing Articles of Roup by Leslie Wolfson & Co. in respect of 90 Camperdown Road, Dundee, DD3 8RU. SPECIAL CONDITIONS OF SALE in respect of 90 Camperdown Road, Dundee, DD3 8RU Address:- 90 Camperdown Road, Dundee. Name and Address of the Seller:- Crestelm Limited, a company incorporated under the Companies Acts (Registered Number ) and having their Registered Office at 14 Castlefield Avenue, Salford, Manchester M7 4GQ Name and Address and Reference of the Seller s solicitors:- Leslie Wolfson & Co 19 Waterloo Street Glasgow G2 6BQ AMCC/CS/C30904 Title:- Feuhold (Freehold). The Property is registered under Title Number ANG VAT:- VAT is applicable in respect of the Property. Lease:- The sale in subject to the following tenancy:- Current Tenant: Kwik Save Stores Limited.

11 11 Rent: Duration: 64,500 per annum exclusive of VAT. 25 years from Ninth October Nineteen Hundred and Ninety One. Rent Reviews: 2006 and There is an additional Lease in respect of access rights to the adjoining Public House which provides a rental of 500 per annum subject to review by RPI in 2004, 2009 and 2015.

12 12 This is the Inventory of Writs referred to in the foregoing Articles of Roup by Leslie Wolfson & Co in respect of 90 Camperdown Road, Dundee, DD3 8RU. INVENTORY OF TITLES/LEASE AND ANCILLARY DOCUMENTATION in respect of 90 Camperdown Road, Dundee, DD3 8RU 1. Copy Land Certificate, Title Number ANG Copy Charge Certificate, Title Number ANG Copy Extract Registered Lease between Co-operative Wholesale Society Limited and Shoprite Limited dated 7 November and 17 December 1991 and registered BCS 16 January1992 and recorded GRS (Angus) 17 October Copy Assignation by Shoprite Limited with consent of Highland Improvements Limited in favour of Kwiksave Stores Limited incorporating Guarantee by Kwiksave Group plc dated 19, 20 and 24 January 1995 and registered BCS 16 August Copy Minute of Lease between Highland Improvements Limited and Catherine Walker Booth dated 25 May and 6 July and registered BCS on 20 August Copy SPH Property Enquiry Certificate dated 8 April Copy Letter from McGrigor Donald dated 15 April 1993 addressed to Tayside Regional Council together with a responding letter from Tayside Regional Council dated 30 April Copy Planning documentation including:- (a) Copy Planning Permission dated 7 January 1974 (Ref: 16803) (b) Copy Building Warrant dated 14 July 1976 (Ref: 620/76) (c) Copy Building Warrant dated 11 October 1976 (Ref: 1182/76) (d) Copy Completion Certificate dated 17 March 1977 (Ref: 620/76 118/76) (e) Copy Amendments to Warrant dated 14 February and 14 March 1977 (Ref: (f) 628/76/2 628/76/3) Copy Building Warrant dated 9 September 1991 (Ref: 1213/91) with copy Plans attached. (g) Copy Planning Permission issued 25 September 1991 (Ref: B16603) (h) Copy Letter from Tayside Regional Council dated 1 October 1991 (i) Copy Completion Certificate dated 4 December 1991 (Ref: 1213/91) (j) Copy Building Warrant dated 23 October 1995 (Ref: 95/0986) (k) Copy Planning Permission granted 23 March 1996 (l) Copy Completion Certificate dated 8 July 1997 (Ref: 95/0986)