Property Description

58 Church Street, Weybridge is a freehold day nursery investment property comprising a newly refurbished converted detached office building arranged over ground and first floors, totalling approximately 11,344 sq ft GIA (1,053 sq m). The building provides 12 classrooms, two outside play areas, a reception area, kitchen, laundry room and staff accommodation, together with lift access and ramp access at front and rear. A large car park to the front provides approximately 20 spaces including two electric vehicle charging points. The site extends to approximately 0.618 acres (0.25 hectares). The nursery has a licensed capacity of approximately 176 children, with operating hours of 7:30 am to 6:30 pm Monday to Friday.

Location

The property is situated on Church Street (A317) in the heart of Weybridge, Surrey — an affluent commuter town approximately 15 miles (24 km) south-west of Central London, within the M25 orbital motorway. The location is characterised by high-value residential dwellings with a mix of office and retail uses along Church Street itself; Waitrose and Morrisons supermarkets are in close proximity. Weybridge mainline railway station is approximately 1 mile south, providing a fastest journey time of 23 minutes into London Waterloo. The town benefits from excellent road access, being 3 miles (4.8 km) from Junction 11 of the M25 and 5 miles (8 km) north of the A3.

Market Context

The Elmbridge Borough of Surrey, in which Weybridge sits, has a primary catchment population of approximately 16,000 people and a broader borough population of around 130,000, with population growth forecast at 0.6% per annum from 2023 to 2028. Approximately 70% of adults in Weybridge belong to AB/C1 social groups (versus 56% nationally), the average house price is approximately £800,000 (versus a national average of £288,000), and median salaries exceed the UK average. These demographics support strong demand for premium early-years childcare. The investment comparables table demonstrates an active long-let nursery investment market with recent comparable transactions in the Surrey and Greater London area ranging from approximately 5.36% to 7.40% NIY, reflecting investor appetite for long-income nursery assets backed by established operators.

Headlease Structure

The Property at 58 Church Street, Weybridge KT13 8DP is held freehold. It is registered with HM Land Registry under title number SY633833 with freehold title absolute, the best class of title available. The registered proprietor is the Seller, PPR Weybridge 1 LLP, which was registered on 3 April 2023 having paid GBP 2,550,000 exclusive of VAT. The Buyer, Comete SCPI, is acquiring the freehold interest for GBP 5,750,000. There is no headlease or superior leasehold interest. The index map search revealed a former registered leasehold title SY825815 relating to a previous lease to NHS North West Surrey Clinical Commissioning Group, but this title has been closed and is not of concern. The Property is subject to a single occupational lease to TLE at Weybridge UK Limited (company number 14694561) dated 23 September 2024 for a term of 20 years from and including 23 September 2024 to and including 22 September 2044. The lease is not excluded from the security of tenure provisions of the Landlord and Tenant Act 1954. The annual rent is GBP 448,705. The lease is guaranteed by The Learning Experience Corp., a company incorporated in Delaware, USA (registration number 11486882), with the guarantor's liability capped at 10x initial annual rent (GBP 4,487,050). Cripps notes that the Seller did not obtain an opinion letter from a US law firm confirming the enforceability of the guarantee in the Delaware jurisdiction. While this does not mean the guarantee is unenforceable (it is very likely that it will be), the Buyer does not have the additional reassurance that such a letter would provide regarding enforcement of a UK court judgment against the guarantor in the USA.

Restrictive Covenants

No material restrictive covenants benefiting or burdening the Property are identified in the ROT. Section 5 (covenants, easements and other matters benefiting the Property) states there are no matters benefiting the Property considered material in the context of its use and occupation. The only material covenant affecting the Property identified in Section 6 relates to rights of access: pursuant to deeds dated 13 February 1970, 5 August 1985, and 8 September 1999, the owners of adjoining properties at 54 and 56 Church Street enjoy rights of access over the access road leading from Balfour Road to parking areas at the rear of these properties. These owners covenant to contribute to the maintenance of parts of the access road. The Seller's solicitors confirm these rights are exercised without issue and no maintenance sums have been demanded. The occupational lease contains several tenant-friendly provisions that constrain landlord actions: (i) the landlord cannot charge the tenant for costs incurred reviewing tenant works proposals; (ii) the landlord must use reasonable endeavours to obtain competitive insurance quotes and pass on discounts/commissions; (iii) landlord must give not less than 3 months' notice before lease expiry if requiring reinstatement of tenant alterations; (iv) forfeiture provisions contain unusual wording that may make it more difficult for the landlord to terminate. These are lease-level provisions rather than title-level restrictive covenants but are material to future asset management.

Easements & Rights

The principal easement affecting the Property is a right of access in favour of the owners of 54 and 56 Church Street over the access road leading from Balfour Road to parking areas at the rear of those adjoining properties, created by deeds dated 13 February 1970, 5 August 1985, and 8 September 1999. The benefiting owners covenant to contribute to maintenance of the access road. The Seller confirms these rights are exercised without issue. The Property is shown edged red on Plan 1 and the highways search confirms the access route on the Property bounds the publicly maintained highway. A public sewer runs under part of the Property (shown by broken red line on the plan extract in the water and drainage search results). The Seller confirms no issues have been experienced in relation to this sewer. The Groundsure Energy and Transportation search identified various energy and infrastructure related matters in the vicinity but none very close to the Property or of particular concern. No wayleaves, party-wall rights, or other third-party easements over the demise are identified beyond the above access rights and public sewer.

Charges & Encumbrances

There are four existing legal charges affecting the title to the Property. All four are to be discharged by the Seller on completion out of the completion proceeds. The Seller's replies to enquiries confirm the Property is charged to several lenders and that the sale proceeds will be sufficient to discharge these charges. Multiple applications with HM Land Registry at the time of reporting relate to the discharge of charges and the application by the Tenant to register the Occupational Lease. No charges will survive completion. The agreement for sale addresses discharge of all existing charges as a condition of completion.

Planning

The operative planning consent is the 2023 Planning Consent (reference 2023/2365), a s.73 variation of the original 1999 Planning Consent (reference 99/0042). The 2023 consent varied condition 2 (approved plans) and condition 7 (parking) of the 1999 consent. The Seller confirms the 2023 consent has been implemented and the 1999 conditions are no longer applicable. Original consent: Elmbridge Borough Council granted consent on 29 October 1999 (ref 99/0042) for a part single, part two storey office building with associated car/cycle parking and alterations to existing vehicular access. A Conservation Area Consent was granted on 25 May 1999 (ref 1999/0043) for the same development following demolition of existing buildings. Change of use: The 1999 consent was for office use. The current lawful use is Class E (day nursery), which commenced in October 2024 and has been continuous since. As both office and nursery fall within Use Class E, no planning permission was required for the change of use. Ongoing compliance conditions under the 2023 consent: - Condition 2: development must be completed in strict accordance with the list of approved plans. - Condition 6: vehicular access to Balfour Road including visibility splays must be maintained per approved plans; visibility zone kept permanently clear. - Condition 7: parking provided in accordance with approved plan PL001 Rev; space to be used and retained free from impediment. - Condition 10: adequate precautions for protection of walls along west and north boundaries during construction. - Condition 11: existing vehicular access altered per revised plan 1513 01A (5 May 1999). - Condition 12: development erected with approved materials or other materials approved in writing by the Council. The Seller confirms all ongoing conditions have been complied with and no enforcement action has been taken or threatened. S.106 Agreement: A s.106 agreement dated 29 October 1999 relates to the 1999 consent. The Seller confirms all obligations have been complied with. Cripps notes they were awaiting a copy of this agreement at the time of reporting. Building Regulations: A final building regulation certificate was issued by Quadrant Building Control on 14 August 2024 confirming completion of the conversion of existing office into children's nursery. The Seller is not aware of any breaches of Building Regulations. CIL: The Property is in an area where a Community Infrastructure Levy charging schedule has been adopted. The Seller confirms CIL is not due in respect of the 2023 consent. Conservation Area: The Property is within the Weybridge Conservation Area. 56 Church Street, the adjoining property, is a listed building (Portmore House / Portmore Cottage). The access road area is identified as within an Area of High Archaeological Potential or Importance. Advertisement Consents: Two applications were made — (i) ref 2024/0190 granted for 1 non-illuminated fascia sign, 2 non-illuminated free standing column signs, and 2 non-illuminated directional signs, subject to a 5-year consent period; (ii) ref 2024/0431 for 1 non-illuminated archway sign was withdrawn on 3 April 2024. Ground contamination informative: The 2023 consent notes the potential for ground contamination exists due to past use; any persons involved with ground works must be aware and work must be halted if contamination is found. The Seller confirms no contamination found to date. Local highway works: The Weybetter Weybridge initiative involves multiple highway improvements within the town centre (cycle facilities, road tables, crossing upgrades, footway widening, 20mph speed limit) being delivered in phases during 2025-2026. Additionally, Surrey County Council consulted on an experimental 18-tonne HGV weight restriction on several roads including B374 Church Street (between Heath Road and Balfour Road).

Overage

No overage, clawback, or development uplift clauses are identified in the report on title. The ROT does not reference any overage provisions affecting the freehold title or the occupational lease.

Summary

This report on title was prepared by Cripps LLP dated 22 May 2025 for Comete SCPI's acquisition of 58 Church Street, Weybridge KT13 8DP from PPR Weybridge 1 LLP for GBP 5,750,000. The Property is held freehold under HMLR title number SY633833 with title absolute. Cripps concludes that the Seller has good and marketable title to the freehold interest. The principal legal risks and recommendations identified are: 1. US Guarantor Opinion Letter Gap: The Seller did not obtain an opinion letter from a US law firm confirming enforceability of the lease guarantee given by The Learning Experience Corp. (Delaware, USA). While the guarantee is very likely enforceable, the Buyer lacks the standard additional reassurance regarding enforcement of a UK court judgment in the US jurisdiction. The guarantor's liability is capped at GBP 4,487,050 (10x initial annual rent). 2. Tenant-Friendly Lease: The occupational lease (20 years to 22 September 2044, GBP 448,705 pa, 1954 Act protected) contains several unusually tenant-friendly provisions including: reduced default interest (2% above base vs market standard 3%), landlord obligation to seek competitive insurance quotes and pass on discounts, inability to charge for reviewing works proposals, 3-month notice requirement for reinstatement of alterations, and forfeiture provisions with unusual wording making termination more difficult. 3. Tenant Fit-Out Plans Missing: The Tenant has not provided details of its fit-out works as required by the lease. Given the lease requires reinstatement of tenant works at expiry, the absence of plans may make it difficult to identify the extent of fit-out works to be reinstated. 4. JCT Construction Works: The Seller carried out GBP 2.35M conversion works (office to nursery) under a JCT Design and Build Contract with Virtus Contracts Ltd. Practical completion was achieved 15 August 2024; defects liability period ends 15 August 2025. The Seller retains responsibility for procuring defect remediation. Collateral warranties from Virtus Contracts Limited and Deacon and Jones LLP (employer's agent) will be provided to the Buyer. Full Employer's Requirements were not provided despite repeated requests. 5. Conservation Area and Listed Building Adjacency: The Property is within the Weybridge Conservation Area and adjoins 56 Church Street (Portmore House/Cottage), which is a listed building. The access road area is within an Area of High Archaeological Potential. 6. S.106 Agreement: A s.106 agreement dated 29 October 1999 is referenced; Cripps was awaiting a copy at reporting date. The Seller confirms compliance with all obligations. 7. Four Legal Charges: All to be discharged from completion proceeds; no charges survive completion. 8. Tax Structure: The acquisition is structured as a TOGC (no VAT payable). SDLT of GBP 277,000 is due within 14 days of completion. The Buyer must notify HMRC of an option to tax before exchange. 9. Environmental: Landmark Sitecheck passed for contamination and flood risk. A public sewer runs under part of the Property without reported issues. A ground contamination informative on the 2023 planning consent requires awareness during ground works. 10. Access Rights: Owners of 54 and 56 Church Street have rights of access over the access road from Balfour Road, exercised without issue.

ROT Key Facts