BASINGSTOKE LEISURE PARKPRIME DEVELOPMENT OPPORTUNITY - 62 ACRES

EXECUTIVE SUMMARY

• Basingstoke Leisure Park is a prime leisure led development opportunity, with the 62 acre site offering significant scope for change.

• A prominent, highly visible site in a strategic location with excellent road and rail links, with easy and direct access to M3 and Basingstoke’s town centre and train station.

• Opportunity to enhance leisure offer to create a facility of significant regional importance.

• Already an established and successful leisure offer present, providing a strong platform for improvement. • Occupiers include Odeon, Premier Inn and Gala.

• Very positive population characteristics: a catchment population of 1.4m lies within 40 minutes, rising to 4.4m within 60 minutes.

• Newcomers to the Leisure Park, Airkix has opened this Summer accompanied by Ski Plex and a Costa Drive Thru.

Our client is inviting submissions from prospective development partners to assist the Council in realisingthe full potential of this excellent opportunity.

INTRODUCTIONBasingstoke Leisure Park offers a prime development opportunity. Basingstoke and Deane Borough Council (BDBC) wish to create a regional leisure destination of significance and encourage reinvestment within the existing leisure park facilities.BDBC is seeking a long term development partner to realise this vision.

This brochure describes the development opportunity and provides guidance to

prospective development partners in preparing submissions in response to this brief.

The Council is committed to using its assets and resources to regenerate:

• BasingView–Museselectedasdevelopmentpartnerfor65acreofficepark

regeneration.£6minvestedsofarbyBDBCwithmoreinvestmentpotentiallytofollow.

• TheMalls-purchaseofheadleaseand£6mofinvestmentandrefurbishment.

THE SITE The core 53 acre (21 ha) Basingstoke Leisure Park offers a range of existing leisure facilities. Some of the facilities at the Park are dated and have suffered from enhanced competition from other leisure facilities.

The site benefits from a prominent road frontage. A considerable amount of land is available development sites, especially within the eastern area of the Park, with further potential to rationalise the existing 1,700 surface parking spaces. To the south there is further open land, known locally as Saunders’ Field. This offers another 9 acres (3.6 ha) of potentially developable land although is subject to flooding constraints.

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BASINGSTOKELEISUREPARK-CONTEXT

Prepared by Broadway Malyan and adapted by Montagu Evans.

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LOCATION Basingstoke lies 55 miles west of London. The town lies adjacent to the M3, with access from Junctions 6 and 7. The M3 links with Junction 12 of the M25, only 25 miles away. This provides fast access to both Heathrow (38 miles) and Gatwick Airports. Junction 11 of the M4 is 15 miles away and Southampton is just 32 miles.

Basingstoke Railway Station provides a direct service to London Waterloo in a journey time of 42 minutes and to Reading in just 23 minutes, with the town on both the south-west and a north-south cross-country line. This makes it a strategic location in the south-east of England.

Basingstoke Leisure Park is well connected to the town centre and the town’s ring road by a dual carriageway. The town centre is home to the successful ‘Festival Place’ and ‘The Malls’ shopping centres.

TRAVEL DESTINATION TRAVELTIMEBYRAIL DISTANCEBYROAD

Central London 42 mins 55 miles

Oxford 45 mins 34 miles

Reading 23 mins 18 miles

London Heathrow 45 mins 38 miles

Southampton 25 mins 32 miles

A shuttle bus connects the Park to the town centre and Basing View – a 65 acre office park currently undergoing a major transformation. Vehicle access to the site is via two good quality entrances off Churchill Way West.

HometoBasingstokeBisons

Milestones Museum

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OWNERSHIPThe site is owned freehold by Basingstoke and Deane Borough Council. The Council also manage the Park through a service charge. Much of the open ground in the east of the site is held on a long lease by Hampshire County Council (HCC). Two occupiers have expressed a potential willingness to modernise their premises –

Odeon Cinema and Gala Bingo. HCC are also willing to consider opportunities for the Museum within the Leisure Park.

The Park offers around 1,700 parking spaces in 8 surface car parks for the use of all tenants. Additional coach parks and customer car parks serve Milestones, KFC, McDonald’s and the hotel. There is an acknowledged oversupply of parking at the site, and it is poorly configured. BDBC own all car parks and roads.

DEMOGRAPHICSA catchment population of 1.4m lies within a 40 minute drive time, rising to 4.4m within 60 minutes. Other catchment population facts include:

• 38.5%aredescribedas“wealthyachievers”:over50%abovethenationalaverage• Averageannualspendonsportsequipmentisover£87perperson:30%abovethe national average• Averageannualspendperpersononeatingoutisalmost£800:8%abovethe national average.

The 100,000 plus population of Basingstoke is set to grow too, with a target of 748 new homes to be delivered per annum during 2011-2019.

CURRENT LEISURE OFFERThere are currently 11 occupational tenants. New occupiers are due to take up space in the Park this summer: Airkix, Skiplex and Costa (franchisee) who will add an exciting new dimension to the Park’s offer. Bespoke new buildings are being developed to meet their needs. Ad hoc events occur in the Park on the open ground. Details of existing tenants are described in the below table.

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OPERATOR USE RENTtoBDBC

Bowling Alley £0

Basingstoke & Deane Community Leisure Trust Swimming Pool & Gym £0

Ice Rink £0

Restaurant £62,000

Cinema £0

Bingo £49,500

Hotel & Restaurant £0

Loddon Vale Bowls Club Bowls £0

Museum £0

Restaurant / Drive Thru £45,000

Restaurant / Drive Thru £45,000

Café (Coming Soon) £64,000

Leisure (Now Open) £TBC

HCC have stated that:

“WearepleasedtobeworkingalongsidetheBoroughonthisexcitingprojecttobringnewinvestment into the Leisure Park. This project and its strategy has the support of the County Council. We look forward to a continued joined up approach in taking this matter forward and arefullysupportiveoftheprincipleofincludingourleaseholdinterestintheopportunity.”

It is also recognised by the Council that in supporting the financial viability of proposals for the park, schemes could include ancillary supporting and complimentary uses. The scale of development should reflect the size of the opportunity available, and the Council’s ambition to secure a leisure offer of regional significance.

THE OPPORTUNITYThe preferred partner will have an exclusivity period to work up a scheme for Phase 1. Phase 1 is not defined in terms of land take. Land uses are anticipated to focus on the preferred uses described above. The developer has the flexibility to determine a deliverable Phase 1. Once delivered, the developer will have the ability to draw down other land on the site.

Basingstoke Leisure Park is expected to be developed out over a number of years through phases. Any initial development phase will however be fully expected to include major, new leisure uses. This is a priority in the Council Plan.

Any proposals for Saunders Field would need to be treated sensitively having full regard to the land’s flood plain status and also be subject to consultation with the EA through the undertaking of detailed investigations, funded by the prospective developer. The area could though provide an alternative for land set aside for drainage on the Leisure Park. Its inclusion could therefore bring into play more of the Leisure Park site for development. An engineers’ report on this land is included on the dedicated website at www.montagu-evans.co.uk/basingstokeleisure.com

FINANCIAL CONSIDERATIONSTheCouncilcurrentlyenjoysanincomeofover£200,000fromthePark,andwillwishtomaintain and enhance this income if possible. It may also be willing to invest in a new scheme, were this appropriate. The Council recognises that an enhanced financial return for its land will play a secondary role against the prospect of new investment and re-investment in the Park.

LEISUREPARKSTRATEGY&ITSOBJECTIVESThe objective of the strategy is to encourage regeneration and reinvestment into the Park, and the developer is expected to deliver this. The four principles of the strategy are;

1. To seek innovative proposals from parties to create a regional leisure destination within the Council’s landholdings at the Leisure Park and encourage re-investment within existing facilities.

2. To enable the whole of the Leisure Park, to include Saunders Field, to be part of any regeneration proposal.

3. To secure a development partner to bring forward holistic development on the Park and offer that party a long term partnership to incentivise them to deliver.

4 To control and steer the nature of development through retention of the Park’s ownership and through a governance structure to manage the partnership.

THE DEVELOPER’S ROLEThe Council is seeking to enter into a long term regeneration partnership and it is envisaged that the partnership will last 15 years, with long leasehold(s) granted to the developer as development phases are delivered. The Council expects the developer to have the financial standing, experience, capacity and vision to:

• LeadintherepositioningoftheprofileoftheLeisurePark.

• Carryoutpredevelopmentactivities:securingoccupiers,masterplan/designevolution, planning, etc.

• Undertakeacoredevelopmentroleandapplyitsexpertiseandresourcesto support this.

• Beproactiveincreatingdevelopmentandinvestmentopportunities.

• Bringforwardproposalsthataredeliverableonaphasedbasis,setagainstarealistic delivery programme.

PLANNINGThe current policy framework is provided in the National Planning Policy Framework (NPPF) and the Saved Policies from the adopted BDBC Local Plan (1996 – 2011). A key policy of the Local Plan is Policy C7 which relates to open space. While this policy affords protection to open space, it also describes the tests that must be undertaken when proposals come forward for alternative uses on such sites. In addition to the Saved Policies and the NPPF emerging development proposals will also need to take into account other local defined standards, such as those addressing parking.

The principle of development at the Park has already been accepted given recent development, although it may be necessary to undertake the necessary sequential testing, in line with the NPPF.

The emerging local plan identifies the leisure park as being the location for the focus for new and improved leisure facilities in the borough.

Further details of the Council’s planning policies can be found at www.basingstoke.gov.uk/ and www.montagu-evans.co.uk/basingstokeleisure: a website set up for this opportunity.

POTENTIAL DEVELOPMENT USESBasingstoke Leisure Park offers scope for a range of new development uses.

USE COMMENT

Leisure

Required to be the key development component of any proposal. Deliverable and ideally innovative leisure uses are sought. The Council recognises that trends in leisure uses change quickly and therefore has no preconceived ideas of what will constitute a modern, strong and attractive leisure offer for the Park.

Restaurants / Cafés / Bars Anticipated to form an integral part of a modern leisuredevelopment mix for the Park.

Retail (A1 uses)If included, must be supporting the main leisure use and be ancillary. Anticipated that retail tenants will sell goods targeted at meeting customers’ leisure needs.

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MARKETINGANDDEVELOPERSELECTIONPROCESSTo support the marketing process, a dedicated website - www.montagu-evans.co.uk/basingstokeleisure - contains additional supporting information which interested parties may find helpful.

The Council’s marketing stages and indicative developer selection programme are summarised below:

Stage 1 is divided into two parts - Stage 1A and Stage 1B. Submissions must pass Stage 1A to progress to Stage 1B. The stages and requirements are described below.

STAGE1A:TRACKRECORD,EXPERIENCE,TEAMANDFINANCIALSIn addition to providing basic details of your company (name of organisation, key contact, address, phone number(s), email address, etc.) and any proposed consortia partners if applicable, interested parties must submit information in response to the following:

1. Annual company accounts for the last audited year or details of where these may be found online.

2. Details of two relevant case studies that your organisation has undertaken in the last 5 years. These must demonstrate your organisation’s ability to provide the services required and its experience of working with public sector partners on the delivery of large, complex long term schemes. In describing case studies, please indicate current project status, scale, value and your organisation’s roles.

3. Details of your key team members and their experience and how you have resourced the delivery of other successful, comparable projects. Where a consortium is proposed, please explain how you have worked together, and the roles and responsibilities that each organisation undertook.

Interested parties must complete, sign and return the Tendering (Collusion) Certificate and Statement of Good Standing. These documents can be found on the Council’s e-procurement tool (ProContract: https://www.businessportal.southeastiep.gov.uk) and at www.montagu-evans.co.uk/basingstokeleisure (see also page 10 ‘Return of Submissions’).

STAGE REQUIREMENTS START END

1. A) Track Record and B) Outline Submissions

Provide track record / experience and team information, outline development concepts, signed Tendering (Collusion) Certificate and signed Statement of Good Standing.

21st

June

2013

19th

Sept

2013

2. Detailed Submissions

Shortlisted developers invited to submit designs for site alongside scheme financial information and response to Council’s heads of terms andto negotiate with Council.

Oct

2013

Jan

2014

3. Developer ExclusivityCouncil reporting for authorisation and preferred developer to work with Council to agree development agreements / legal documents.

Jan

2014

April

2014

4. Development Agreement Implementation of development agreement. - -

We ask that interested parties read the ‘Notes’ section at the end of this brochure in tandem with the described Marketing Process.

Around1,700CarSpaces

OpportunitiestoModernise

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PRIME DEVELOPMENT OPPORTUNITY

AirkixNowOpen

ExcellentRoadNetwork LimitedA3-A5Offer

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STAGE1A:EVALUATIONPROCESSStage 1A will be evaluated in accordance with the methodology in Table 1 below.

2. Poor response provided against the objectives of the project. Falls below the Council’s expectations.

1. Very poor response provided against the project objectives. Falls significantly short of the Council’s expectations.

0. No response provided or fails to meet the Council’s project objectives.

Submissions not passing Stage 1A will be disqualified from the process and Stage 1B (Outline Submissions) will not be evaluated. For questions 2 and 3 a minimum combinedscoreof50%ormorewillbetheselectionthreshold.Submissionsnotmeeting this minimum selection threshold will not be considered further.

STAGE1B:OUTLINESUBMISSIONSFor the Outline Submissions Stage 1B, interested parties are requested to provide details on:

1. Your overall vision and approach to improving Basingstoke Leisure Park.

2. Initial high level, outline design concepts for the Park, with particular reference to the first phase and sufficient detail to assess the general layout and proposed uses. An indication of phasing timescales and any key interventions would also be welcome.

3. Your proposals for encouraging investment in the existing facilities.

These requirements are linked to the strategy and objectives for the Leisure Park, as outlined above. No information on scheme costs or values is required for this stage, although we anticipate interested parties will in preparing their outline submissions have a broad regard to their likely deliverability.

STAGE1B:EVALUATIONPROCESSStage 1B will be evaluated in accordance with Table 2 below.

TABLE1 QUESTION

1. Company Finances The Council shall seek a reference from a properly recognised credit reference agency in order to establish whether the Applicant has a satisfactory financial status.

Applicants shall pass the financial status test where such reference shows that the Applicant is not in the highest quartile of business failures.

If the Applicant fails, the Council shall apply the same test to the Applicant’s parent company. Provided the parent company passes and provides confirmation that it will guarantee the bid, the application shall pass the financial status test.

Where we are unable to obtain a credit reference for an applicant, applicants shall pass the financial status test where the latest audited accounts show the applicant has (i) a positive net worth (ii) an overall profit.

A‘Fail’inthissectionwillmeanthatsubmissionsarenotconsideredfurther.

2. Track Record (Case Studies)

60%ofmarks.Evaluatedagainstthebelow0-5scoringsystem,witheachcasestudyreceivingupto30%ofthemarks.

3. Team and Experience 40%ofmarks.Evaluatedusingthebelow0-5scoringsystem, with the scores allocated against the following:

-Experienceofkeyteammembers(30%)- How you have resourced the delivery of other successful comparableprojects(10%)

CRITERIA ALLOCATION

A. The quality of the overall vision for the Leisure Park. 10%

B. The extent to which the proposals are likely to create a stronger leisure destination. 20%

C. The quality of the initial phase concept – design, mix of uses, layout, sustainability and deliverability of such. 50%

D. The approach to scheme phasing. 10%

E. The proposals to encourage investment in existing facilities. 10%

Please note, the signed Tendering (Collusion) Certificate and signed Statement of Good Standing are also required to be submitted as part of the response to Stage 1A.

Questions 2 and 3 will be scored in accordance with the following criteria, with weightings applied.

5. Exceptionally good response against the project objectives. Substantially above the Council’s expectations. 4. Very good response against the project objectives. Above the Council’s expectations.

3. Good response against the project objectives. Meets the Council’s expectations.

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Table2

RETURNOFSUBMISSIONS

Submissions for Stage 1A and Stage 1B must be made via the ProContract, the Council’s electronic procurement tool by 12noon,Thursday19thSeptember2013. Submissions will not be accepted via any other means, including post and e-mail.

ProContract can be found at https://www.businessportal.southeastiep.gov.uk.

Further details of how to use the ProContract System are included in thewebsite - www.montagu-evans.co.uk/basingstokeleisure. A submission summary checklist is provided below for Stages 1A and 1B:

The 0-5 scoring system as per Stage1A will be used to evaluate the responses A – E received for Outline Submissions, and then weighted accordingly.

Stage 1B (Outline Submissions) bidding parties will be invited to present their ideas to the Council.

The presentations will feed into the scoring, as follows. Provisional (0-5) scores for Stage 1B will be capable of being ratcheted by one level depending upontheresponseofbidders.Forexampleaninitialscoreof“4”(verygood)awardedforacriteriacouldbedowngradedtoa“3”orincreasedtoa“5”respectively as a result of the presentation.

The Council has not specified how many parties may be shortlisted for Stage 2 – Detailed Submissions, but anticipates that this will be 3 - 5 bidders, based on the highest evaluation scores from Stage 1B.

FURTHERSTAGES

Stage2–DetailedSubmissionsDuring this stage, selected shortlisted parties will be issued with furthersupporting information. Shortlisted parties will also be invited to a number of negotiation meetings with the Council. Following this, parties will be required to submit more detailed design proposals for the site (layout, uses, floorspace, etc.), together with supporting scheme information (tenants/anchors, financial, development programme, deliverability, wider professional team), and responses to draft heads of terms. The Council will then evaluate thesubmissionsbasedonthe“Stage2EvaluationCriteria”,asfoundonthewebsite www.montagu-evans.co.uk/basingstokeleisure and issued to shortlisted parties. Once the evaluation process has concluded, the Council will expect to select its preferred development partner and enter into a Development Agreement.

At Stage 2 (Detailed Submissions) bidding parties will be invited to present their ideas to the Council, and this will feed into the scoring as per the approach taken in Stage 1B.

Stage3–DeveloperExclusivityThe Council will grant the preferred development partner a period of time to work up the scheme proposals and firm up the detailed contractual arrangements and legal documents with the Council, leading to the parties entering into a development agreement, land transaction or similar.

Stage4–DevelopmentAgreementOnce the Development Agreement has been entered into, the preferred developer will work toward clearing conditions and delivering the scheme.

STAGE1A INCLUDED

Company Accounts

Track Records / Case Studies

Team and Experience

Signed Statement of Good Standing

Signed Tendering (Collusion) Certificate

STAGE1B

Outline Submissions

SubstantialVacantGround

• Development Brief / Brochure • Guide for using Electronic Procurement Tool

• Statement of Good Standing • Planning Policy Information / Web Links

• Tendering (Collusion) Certificate • Engineering Options Report

• Tenancy Schedule • Site Topographical Study

• Site Plans • Utilities / Services Plan

• Report on Title • Site Development Framework

• Stage 2 Evaluation Criteria • Cabinet Report

The documents included on the website are:

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BroadExistingAppeal

WEBSITE/DATAROOM

The website at www.montagu-evans.co.uk/basingstokeleisure contains information regarding the opportunity.

NOTES

MARKETINGPROCEDURES

The Council is adopting a streamlined marketing process following the Negotiated Procedure, as set out in the Public Contracts Regulations 2006.The award criteria will reflect MEAT (Most Economically Advantageous Tender).

QUERIES AND REQUESTS FOR CLARIFICATION

If the Council considers any question or request for clarification to be of material significance, both the question and the response will be communicated, in a suitably anonymous form to all Applicants who have responded or have expressed an interest.

CONSORTIA

Where a consortium arrangement is being proposed (i.e. two or more organisations seeking to be selected as a combined team), information requested should principally be submitted for the proposed consortium leader. Supporting relevant information should also be provided for consortium members who will play a significant role in the delivery of the overall proposal.

The Council recognises that arrangements in relation to consortia may be subject to future change. Changes in relation to a consortia must be notified to the Council.

PARENT COMPANY

If financial information is provided for a Parent Company in response to Stage 1A, Question 1: Company Finances - it will be expected that a Parent Company guarantee or similar will be available from the applicant.

VERIFICATION OF INFORMATION

Information provided at Stage 1 may be subject to verification. If any error, omission, misrepresentation or material change to the Applicant’s situation is discovered, the Council reserve the right to disqualify the Applicant from further participation in the process no matter what stage of the process has been reached.

FREEDOM OF INFORMATION In accordance with the obligations and duties placed upon public authorities by the Freedom of Information Act 2000 (the ‘FoIA’), all information submitted to the Council may be disclosed in response to a request made pursuant to this legislation.

In respect of any information submitted by an Applicant that it considers to be commercially sensitive, the Applicant should:

1. Clearly identify such information as commercially sensitive;

2. Explain the potential implications of disclosure of such information; and

3. Provide an estimate of the period of time during which the Applicant believes that such information will remain commercially sensitive.

Where an Applicant identifies information as commercially sensitive, the Council will endeavour to maintain confidentiality. Applicants should note, however, that, even where information is identified as commercially sensitive, the Council might be required to disclose such information in accordance with the FoIA. Accordingly, the Council cannot guarantee that any information marked ‘commercially sensitive’ will not be disclosed.

GENERALLYIn the event that none of the responses are deemed satisfactory, the Council reserves the right to terminate the procurement and where appropriate re-advertise the opportunity. The Council is not bound to accept any bids.

COSTSThe Council will not be liable for and will not reimburse any costs, expenditure, work or effort incurred by Applicants in participating in this procurement, including if the procurement is terminated or amended by the Council for whatsoever reason.

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FURTHER INFORMATIONIf you have any questions about this opportunity,please contact the Council’s advisors, Montagu Evans LLP:

MALCOLM HEWINEST: 020 7866 8624M: 07957 574 239malcolm.hewines@montagu-evans.co.uk

SIMONWAUGHT: 020 7312 7425M: 07818 012 425simon.waugh@montagu-evans.co.uk

Messrs Montagu Evans for themselves and for the vendors or lessors of this property whose agents they are, give notice that:-(i) The particulars are set out as a general outline for the guidance of intended purchasers or lessees, and do not constitute, nor constitute part of, an offer or contract.(ii) All descriptions, dimensions, reference to condition and necessary permissions for use and occupation, and other details are given without responsibility and any intending purchasers or tenants should not rely on them as statements or representation of fact, but must satisfy themselves by inspection or otherwise as to the correctness of each of them.(iii) No person in the employment of Montagu Evans has any authority to make or give any representation or warranty whatsoever in relation to this property.PROPERTY MISDESCRIPTIONS ACT 19911. The information contained within these particulars has been checked, and unless otherwise stated, is understood to be materially correct at the date of publication. After these details have been printed, circumstances may change outwith our control. When we are advised of any change we will inform all enquirers at the earliest opportunity.2. Date of Publication - June 20133. Unlessotherwisestated,allpricesandrentsarequotedexclusiveofValueAddedTax.Prospectivepurchasers/lesseesmustsatisfythemselvesindependentlyastotheincidenceofVATinrespectofanytransaction.