Leaseholders buyout Cardiff apartments

Ted Peskett

"Within two weeks I was…down in the first volunteers meeting…thinking ‘what have I done?’,” said Paul Davies, as we sit in the communal lounge area of an apartment block in Cardiff Marina.

Paul is talking about his first experience of buying an apartment at the Bayscape building in Grangetown two years ago.

It’s part of a site that was once dominated by the railway lines and great coal-loading platforms that formed the Ely Tidal Harbour coal staithe.

However, it’s now unrecognisable from the days of its industrial past as we look out to a marina that’s filled with yachts and overlooked by other high-end apartments and leisure attractions.

It should have been an exciting move for Paul, 51, and his partner. He said: “The first two weeks, I saw so many horror stories about this not being done, the lights not being done, mould above one of the lifts."

“It was just like a big green hole there and I thought, ‘I have just bought in this…this is a lot of money to me and my girlfriend’,"

"From the high of walking in the doors, within two weeks I was basically going ‘what the hell is going on here?’ and going to a volunteers meeting going ‘what is happening? what have I just done?'”

The volunteers Paul refers to are the leaseholders who volunteer their time to form the building’s residents association.

Some of them and other leaseholders are also sitting with us in the communal lounge, talking about how this is far from an unusual experience faced by many new apartment owners in Wales.

Tim Morris, who has lived at Bayscape “more or less” since it was completed about six years ago, said he was sold his new home as a luxury class apartment.

“It’s lovely living here,” he said. But he felt “it wasn’t as sold to us I think it is fair to say.”

Around Wales, particularly in Cardiff, the difficulty leaseholders have with getting developers to make their buildings fire safe and fix other defects is well documented and so are the ever increasing maintenance charges they face.

Luckily, Bayscape was not affected by fire safety defects and any defects that once existed on the building now seem to be resolved.

However, some leaseholders claimed they faced challenges with the management company, Seraph, and claimed it was difficult to get certain issues with the building sorted out.

There were issues with mould and damp which were fixed in the end, but according to the residents, this was two months after a complaint was raised in October 2023.

Another leaseholder, Mark Londero, mentioned what he felt were the “issues with getting sense out of the management company and getting responses for just general maintenance”.

Seraph said records from its official complaint process did not align with some of the issues described by leaseholders and that the claims about unresponsiveness to maintenance requests were not supported by any documented complaints or service requests.

According to Seraph, the doors are part of what the leaseholder owns and it is “therefore their responsibility to repair or replace”.

In reference to the issue with mould mentioned by Paul, the property management company said the source of a leak was traced to a bathroom inside a flat and that this was a leaseholder issue.

A spokesperson for Seraph said that the leaseholder eventually repaired the issue, but the process of claiming on insurance and “ensuring leaseholders understand their responsability” takes time.

The spokesperson added: “While the leak was unsightly, it was located in a corridor from the car park and did not cause harm, so we prioritised following the correct process to protect leaseholders’ funds.”

However, leaseholders at Bayscape said they felt like they had a lack of control over the future of their own building and that they had next to no way of holding the management company to account on things like how much they were being charged and what they were being charged for.

It is the landlord of the building itself, the freeholder, who chooses the management company. One concern they had was that the land directly next to Bayscape, which is currently used as a car park, could eventually be developed on.

This was based on plans made years ago for a high rise building on site. The plans didn’t go ahead in the end, but for leaseholders, it meant the risk of development was always there.

Then an extraordinary opportunity came along. “I keep saying ‘controlling your own destiny’, but that’s what it basically is,” said Paul about the chance leaseholders had to take over the freehold of Bayscape last year.

A group at Bayscape, which included Paul, were already looking at the possibility of managing the building through the right to manage when a letter came through to leaseholders last June, informing them that the landlord of Bayscape, Bayscape Ltd, was going into liquidation.

The letter stated that the landlord, acting by the receivers of the freehold, intended to sell the land and building to Life Property Group Ltd.

By law, the freehold must first be offered to the apartment owners, which is known as the right to first refusal. However, the leaseholders at Bayscape had to meet an asking price of £525,000.

On top of this, they had two months to accept the offer which meant having to convince at least 51% of the leaseholders to get on board with the opportunity in a short turnaround.

Once accepted, there would be a further two month period to nominate someone or a group of people to carry out the purchase.

Paul said: “The stress started on day one because as soon as the letter came through our doors we knew that there was already a buyer...[who] as soon as we faltered would come in and take control of the building.”

“The right to manage got overtaken by the right to first refusal,” said Mark. “That became quite a stressful period of trying to find the threshold of number of apartments and of course gathering the money needed to purchase.”

After weeks of “hectic” activity trying to get the number of apartments needed, the leaseholders succeeded in meeting the first deadline.

As soon as this happened, Paul said the “clock started ticking” again to set up a company and nominate it to complete the purchase, which also meant securing the funding from residents who had expressed an interest.

Mark said: “At that second deadline…we had to have confidence that those people would commit to putting money in as well.” Paul added: “We very quickly went from 68 people saying that they were on board to dropping down to, I think at one stage we had 35.”

Another period of door knocking, with a tight deadline looming, started. One leaseholder described what happened next as going “right down to the wire”.

Paul said: “We needed the qualifying number of apartments, plus we needed the money. We very quickly halved it and…we had already started it [the process]."

“The train was going down the track and then it became literally a door knocking exercise of myself and a few others. Basically, every apartment of these 68 to [ask] ‘are you still interested?’. Some people go ‘no, I’m not anymore’ and [you are] trying to… tactfully say ‘look, this is a good thing’."

“We got the numbers of apartments I think probably about three days before the second two month deadline.”

With two weeks to go, Paul said the leaseholders were about £200,000 short of the figure they needed to be at – a reality that initially proved to be demoralising when presented to residents.

Paul added: “When people were looking at…£200,000 short, they were going ‘they’re never going to do it’. We had to keep driving ‘this is not done, this is not over’. It was bonkers.”

The purchase was eventually completed. The idea was to secure 550 shares at £1,000 each. Mark said leasedholders were asked to “do as much as you can with a minimum of £1,000.”

Tim, who is not one of the volunteers but is a shareholder, said: “It wasn’t a charity decision to put my hand in my pocket. It was actually looking at this [as] a sound financial investment.”

Paul stressed that all leaseholders, not just volunteers at Bayscape, played their part in helping with the process, which has been called the biggest leaseholder buyout of freehold in Welsh history by one legal expert.

“You are talking hours and hours,” said Paul of the amount of work leaseholders put in, not just in gathering support, but also reading up on the laws and regulations they needed to get their heads around.

“I am not a great orator…but I reckon I could hold a conference on the right to manage and the right to first refusal now.”

Another Bayscape leaseholder, Gren Cole, said the WhatsApp group that leaseholders used was constantly active. “We were meeting every Saturday,” he said. “But the WhatsApp group…[I was] charging the phone twice a day.”

Tim said having control of the freehold would give him an “immense” sense of ease.

He added: “Okay there are laws in place at the moment about increases of freehold service charges, but to actually have the residents almost in control now and a very dedicated bunch of residents who care about where they live."

“It is out there at the moment isn’t it?” added Gren, about some of the horror stories that leaseholders faced in Wales and the UK currently. “You haven’t got to speak with anybody – you can read it most days in the newspapers, all of the stories and that is where we didn’t want to be.”

Paul said one of the key benefits of owning the freehold was that leaseholders could now have a say over who managed their building. He said: “The horror stories around Britain at the moment is that people can’t get rid of these management companies and they call the shots."

“Well now, it is a bit of a different story. We now as directors of the freehold have been able to look at a budget going forward for the next 12 months and see what we think is reasonable.”

A consultant property lawyer with Ringley Law LLP, Julian Ings, helped the leaseholders at Bayscape purchase the freehold of their building and the adjacent land. He called it “the biggest leaseholder buyout of the freehold ever, in Wales”.

Mr Ings said: “There are strict time limits which are laid down by statute, but there was effectively only five months allowed for the leaseholders from the initial notification of the sale to paying over the £525,000 and getting the freehold of their block and the car park land which formed part of the transfer."

“This was a very tough ask. Thanks to the team spirit of the leaseholders and the hard work of their committee this was achieved. It was a truly remarkable achievement as the leaseholders participating in the purchase put their own money in and did not have to borrow from any lenders."

“They now own the freehold of their own buildings and the additional car parking land next to them. The significance of the ownership of the parking land is that they can prevent intrusive development next to them which would have devalued their flats."

“For the participating leaseholders, they will be able to extend their leases to 990 years when they wish to sell."

“From a conveyancing perspective, they have achieved the Rolls Royce of saleability of the apartments – the majority of leaseholders owning shares in their own Limited company which owns the freehold, very long leases with the participating leaseholders’ limited company in control of how their building is managed.”

The leaseholders opted to part ways with Seraph and their next steps will be to start work and negotiations with a new management company. A first shareholder annual general meeting has already been held.

Managing director of Seraph, Douglas Haig, wrote in a letter sent to leaseholders on the handover of Bayscape, completed on February 28th, that the property management company offered from an early opportunity to support leaseholders in their purchase of the property.

In the letter, Mr Haig said Seraph “threw our hearts into” Bayscape and “committed considerable funds in the hope of continuing to manage this beautiful location.”

He added: “We wish you all luck in the future.”

A Seraph spokesperson said: “Over the last 18 months, we have generally taken instruction from a core group of leaseholders which have informed our decision-making."

“As with all of our clients, we have always acted with integrity, with the common goal of getting all parties to agree on a satisfactory position as quickly as possible."

“There have been occasions where decisions from the leaseholders either failed to be made or took too long to make. Sometimes, we had to act in order to carry out our contractual duties."

“We are committed to addressing any genuine concerns and working towards a resolution that benefits all parties involved. If we have made mistakes, we are more than happy to rectify them and work with those affected."

“Our goal is to amicably and constructively resolve any issues for the leaseholders and ensure their satisfaction with our services."

“We welcome the opportunity to clarify these matters in-person and work together towards a positive outcome for the leaseholders.”

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