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Our client was the seller of the entire issued share capital of a private limited company. The company owns a large piece of land in Kent, on which a (currently unoccupied) care home has been built.

The target company had been granted planning permission to demolish the existing care home and build a new home in its place, hence the significant value of the sale shares and the transaction.

We assisted the client in responding to the buyer’s full due diligence review of the target company and its property interests and affairs. We also negotiated the share purchase agreement and relevant ancillary documents.

The first draft of the share purchase agreement was a particularly complex document. It incorporated a split exchange and completion mechanism, and comprehensive wording outlining the substance of the event which would trigger completion of the transaction (being the granting to the target company of revised planning permission which was to the buyer’s satisfaction).

The condition was satisfied before transaction negotiations concluded, resulting in a simplified share purchase agreement and overall transaction structure.