Property Description

Fairfax House, Cardiff is a fully let, freehold leisure asset comprising three separate units totalling 29,767 sq ft of net internal area arranged over basement, ground, first, and second floors, together with a 4,600 sq ft roof terrace demised to Flight Club. The property has prominent dual frontages onto St Mary Street and Church Street in Cardiff city centre. The roof was replaced in March 2024. The building has historical origins dating to the mid-nineteenth century arcade environment, with the Fairfax building itself opening in 1948.

Location

The property occupies a prime pitch on St Mary Street — Cardiff's most popular leisure street — with an additional frontage onto Church Street, drawing an average daily footfall of 80,000 people. It sits within two minutes' walk of Principality Stadium and St David's Shopping Centre, and five minutes from Cardiff Central railway station, which provides direct services to London Paddington (c. 1 hour 50 minutes), Bristol (50 minutes), and Birmingham (2 hours). The M4 motorway provides direct road connectivity to Bristol and London.

Market Context

Cardiff is the commercial and administrative capital of Wales, attracting over 20 million visitors annually, supported by a working population of 230,000 and 70,000 students across three universities. The city has £15 billion of investment in the pipeline underpinned by a new Metro system. Cardiff's retail and leisure market is ranked among the most robust in the UK, with significant regeneration activity at Central Square, Central Quay, Atlantic Wharf, and the £120m Howells mixed-use redevelopment — the latter due to reach practical completion in 2027, expected to cement the St Mary Street corridor as the prime leisure location in the city.

Key Risks

The asset is fully exposed to the leisure sector across three tenants with no office or retail diversification. Revenue is materially dependent on Flight Club's trading performance — turnover rent (£168,300 pa projected) is contingent on Flight Club achieving annual turnover above £4,000,000, and a trading downturn would reduce total income towards the contracted floor. The vendor's obligation to top up Fat Hippo's rent to £82,500 expires in February 2025, leaving the stepped-rent schedule to run unaided. No capex requirements were formally quantified in this brochure; the roof replacement (March 2024) was the only recent capital item noted.

Headlease Structure

The Property is held freehold. The Seller is the registered proprietor at HM Land Registry under title number WA353960. The report confirms that the Seller has good and marketable title and that upon completion and registration of the transfer, the purchaser (ALDERAN / SCPI Comète) will acquire good and marketable title. The Property comprises Fairfax House, 3-4 St Mary Street & 17-19 Church Street, Cardiff, CF10 1AT. There is no headlease structure: the Seller holds the freehold interest directly. No superior tenure, headlessor, or overriding interest is identified in this report. As the purchaser is an overseas entity (ALDERAN Séciété de Gestion Immobilière, company registration number 538704479, and SCPI Comète, company registration number 980586811, both of 4 Avenue Georges Mandel, 75116 Paris, France), registration as an overseas entity on the Register of Overseas Entities under the Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA 2022) is required before the purchaser can become registered at HM Land Registry. The Sale Contract contains obligations requiring compliance with the ECTEA 2022, provision of evidence of registration, and an indemnity for any breach. The Property is to be sold subject to and with the benefit of three Tenancy Documents: 1. Flight Club Darts Limited — lease dated 8 February 2022 relating to 3-4 St. Mary Street, Cardiff, CF10 1AT. 2. Fat Hippo Restaurants Limited (with guarantor Fat Hippo Newcastle Limited) — lease dated 4 February 2022 relating to basement, ground and first floors of 17 Church Street, Cardiff, CF10 1BG. 3. The Head of Steam Limited (with guarantor Camerons Brewery Limited) — lease dated 3 August 2018 relating to 3 and 4 Fairfax House, St. Mary Street, Cardiff. No person other than the Seller and the tenants under the Tenancy Documents has any right of occupation or possession to the Property.

Restrictive Covenants

The Property is subject to several historic covenants and agreements: 1. Agreement dated 15 December 1909: grants the Property the right to excavate beneath the pavement fronting 18 and 19 Church Street and to install two area lights for cellar access. The Seller states it does not believe these lights remain in place (corroborated by Google Streetview review). A payment of two shillings annually was payable to the Lord Mayor, Aldermen and Citizens of the City of Cardiff (presumably now the local authority) only if the area lights remain in position. The local authority can give one month's notice requiring removal. 2. 1936 Conveyance (pink-shaded area on title plan): reserves to the adjoining landowner (a) the right to erect and maintain buildings and boundary structures notwithstanding interference with passage of light and air; and (b) the right to pass services through service media within the Property together with right of entry for maintenance. The area around the Property is built up; DLA Piper does not consider the services easement to be an issue. 3. Two 1936 agreements (as varied by deed of January 1939) between the then proprietor of the Property and a proprietor of neighbouring land, relating to reconstruction of adjacent buildings. Covenants binding the Property include: (a) The height of the building between points C and D on a plan (not available) may not be amended; (b) The part of the building between points A and B may only be constructed to a height of 51 feet 5 inches, and to 58 feet between points B and C; (c) Obligation to face the building from the first floor upwards between points A and C with white glazed bricks, and to render the wall between C and D in cement finished in white and kept in that state. The Seller does not have a copy of the relevant plan and has stated no insurance policy is in place. DLA Piper assesses the enforcement risk as low given the age of the covenants and the Seller's confirmation that no notice of breach has been received. An insurance policy could be investigated to provide perpetual cover against enforcement risk. No restrictive trading covenants or use restrictions beyond the above historic provisions are identified.

Easements & Rights

Rights benefiting the Property: 1. 1909 Agreement: the Property benefits from the right to excavate beneath the pavement fronting 18 and 19 Church Street and install area lights for cellar access (though the Seller believes these no longer exist — ). 2. 1936 Conveyance (pink-shaded area): the adjoining landowner reserves the right to pass services through service media within the Property and to enter the Property for maintenance of those service media. Rights burdening the Property: 1. 1936 Conveyance: right of the adjoining landowner to erect buildings/structures notwithstanding interference with light and air to the Property. 2. 1936 agreements (as varied 1939): height restrictions and external finish obligations binding the Property (detailed in ). Access: The highways search plan shows public highways coloured green. The Property appears to abut adopted highway maintainable at public expense at each point where access is gained. DLA Piper has not inspected the Property and recommends that the purchaser's surveyors confirm physical access arrangements. Mines and minerals: the Property does not expressly include mines and minerals. There is no mention of mines and minerals in the title documents reviewed, but this is not conclusive. A third party may own mines and minerals beneath the Property, though given the developed nature of the site, a successful claim to prevent development is unlikely.

Charges & Encumbrances

Entry B4 on title number WA353960: a restriction on the Seller's title in favour of DB UK Bank Limited, which is the beneficiary of a registered charge over the Property dated 15 December 2021. The Seller has confirmed that this charge will be released on or before completion; the release will be provided as a condition to completion. No other restrictions on title limit the Seller's ability to dispose of the Property. DLA Piper is not aware that any other similar third party consents are required prior to disposal. No other mortgages, debentures, inhibitions, cautions, or restrictions on dealing are identified in the report.

Planning

DLA Piper has not provided a detailed planning report within the ROT. The report states that the Seller's CPSE replies relate to general matters including planning and that the replies are brief in nature. The Seller has declined to provide substantive replies to certain enquiries and the purchaser is directed to rely on its own inspection and investigations. The current use of the Property is as a building subject to various tenancies and the purchaser intends to hold the Property as an investment. Building Regulations indemnity insurance: the Seller has disclosed a Liberty Legal Indemnities policy insuring against the risk that works carried out to the Property prior to December 2020 did not have Building Regulations approval (the Seller was unable to provide copies of all building regulations certificates referenced in a local authority search during a financing). The purchaser will benefit from this policy. Key terms: - Insured parties: the Seller and successors in title, mortgagees, chargees, tenants and tenant's mortgagees. - Limit of indemnity: GBP 1,000,000, increasing by GBP 100,000 on each anniversary of policy commencement (December 2021) up to a maximum of GBP 2,000,000. - Term: in perpetuity. Listed building / conservation area status: not specifically addressed in the report. No planning enforcement, agricultural ties, or unresolved planning conditions are identified.

Overage

No overage, clawback, or development uplift provisions are identified in this report. The Sale Contract key terms summary does not reference any overage arrangements. Capital allowances: the Sale Contract provides for a section 198 Capital Allowances Act 2001 election allocating GBP 1 to integral feature fixtures and GBP 1 to non-integral feature fixtures.

Summary

This Report on Title, prepared by DLA Piper UK LLP (ref. SE/MSH/11016958/2, dated 19 December 2024), covers the proposed acquisition by ALDERAN Société de Gestion Immobilière (538704479) and SCPI Comète (980586811) of the freehold interest in Fairfax House, 3-4 St Mary Street & 17-19 Church Street, Cardiff, CF10 1AT at a purchase price of GBP 7,400,000 (exclusive of VAT). The transaction is intended to take effect as a TOGC for VAT purposes. PRINCIPAL LEGAL RISKS: 1. Registered charge to be discharged (MEDIUM — COMPLETION DELIVERABLE): DB UK Bank Limited holds a registered charge over the Property (entry B4, title WA353960, dated 15 December 2021). The Seller has confirmed this will be released on or before completion. 2. Register of Overseas Entities compliance (MEDIUM — PRE-REGISTRATION): As the purchaser is an overseas entity, it must become registered on the Register of Overseas Entities under the ECTEA 2022 before applying for registration at HM Land Registry. The Sale Contract contains compliance obligations, evidence requirements (conditional on completion), and an indemnity. 3. French legal opinion requirement (LOW — COMPLETION DELIVERABLE): The Seller has requested that the purchaser's French lawyers provide a signed and dated legal opinion on exchange and again on completion. 4. Historic building covenants — 1936 agreements (LOW): Height restrictions and external finish obligations from 1936 agreements (as varied 1939) bind the Property. Plans referenced in these covenants are not available. The Seller has received no notice of breach. Risk of enforcement assessed as low due to age. Indemnity insurance can be investigated if required. 5. Building Regulations indemnity (LOW — NOTING): Liberty Legal Indemnities policy in place covering the risk that pre-December 2020 works lacked Building Regulations approval. Limit GBP 1M rising to GBP 2M. Term: in perpetuity. Purchaser benefits automatically as successor in title. 6. MEES exposure (ASSET MANAGEMENT ACTION): Current EPC ratings across the units are A, B (x2), C, D, and E. Unit 5 at 17 Church Street is rated E — currently compliant but at risk under proposed 2027 tightening (sub-D becomes non-compliant) and 2030 tightening (sub-C). Unit 1 at 4 St. Mary Street (rated D) is similarly exposed from 2027. If ratings slip to F/G or remain static after regulatory change, the landlord would be prohibited from granting new leases or continuing existing lettings. Financial penalties up to GBP 150,000 per breach. TITLE AND OCCUPATIONAL OVERVIEW: Title is freehold registered at HM Land Registry under title number WA353960. The Seller has good and marketable title. Access is via adopted public highway. No mines and minerals are expressly included; no documentary evidence of third-party ownership was found. The Property is let to three tenants: (1) Flight Club Darts Limited (3-4 St. Mary Street, lease dated 8 February 2022); (2) Fat Hippo Restaurants Limited with guarantor Fat Hippo Newcastle Limited (basement, ground and first floors, 17 Church Street, lease dated 4 February 2022); (3) The Head of Steam Limited with guarantor Camerons Brewery Limited (3 and 4 Fairfax House, St. Mary Street, lease dated 3 August 2018). Both Fat Hippo and Head of Steam leases include guarantor provisions with forfeiture step-in (new lease or six-month indemnity at landlord's election). The Seller's managing agents are Cooke & Arkwright. The Seller has provided comprehensive service charge information and a current buildings insurance certificate. No disputes, claims, or complaints relating to the Property are outstanding or anticipated. SDLT payable: GBP 359,500. Land Registry fee: GBP 550. DLA Piper's aggregate liability is limited to GBP 10,000,000 including costs and interest.

ROT Key Facts