1. A proven track record of
delivering results
Environmental Liability Transfer – Hays Chemicals Ltd
If required by the vendor, BXB can deliver a full environmental liability transfer
arrangement. Such an arrangment allows the current vendor to pass all on and off
site, past, present and future environmental liabilities to BXB. This structure passes
the information exclusion test and is layered with a bespoke ten year environmental
insurance policy which covers clean up, bodily injury and property damage on and
off site. Our structure was successfully used by Hays Chemicals Ltd.
Mergers and Acquisitions - Brenntag
In 2006 the private equity owners of Hays Chemicals Ltd had agreed an
in principle sale of the company to the German chemical giant Brenntag. Included
within the company portfolio was a 57-acre manufacturing complex in Cheshire.
Under the terms of the contract Brenntag would not accept any existing or historic
environmental liability, both parties commissioned WSP and their initial remedial
options estimated a remediation cost of between £5-25m.
Brenntag requested a reduction in the purchase price to reflect this environmental
risk. An environmental remediation strategy, acceptable to both parties and an
environmental deed, satisfying Brenntag’s lawyers, was attached to an insurance
policy thereby indemnifying Brenntag from future liabilities.
The transaction was successfully completed at the orginal purchase price.
Profit Sharing Joint Venture – Brunnel Copper Works
The Brunel Copper Works in Cwmavon, Port Talbot was allocated within the Neath
& Port Talbot local plan, however it had failed to come forward for development
for over 15 years. This was due to the fact that the cost of a full site investigation
and understanding the development constraints were seen as prohibitive to the
landowner. With the abnormal development costs unknown, it was difficult for the
landowner to understand the risk profile. In addition to this, a new technical advice
note on flooding issued by the Welsh Assembly had blighted a significant area of
the site, rendering residential development unviable.
By partnering with BXB, a remediation strategy, outline planning consent and
abnormal cost schedule were delivered within 18 months, allowing the onward sale
of the site to Barratt, South Wales. In addition, BXB demonstrated the site met the
flooding criteria set out in the new technical advice, ensuring the footprint of the
site was maximised. BXB’s expert advice and support resulted in the landowner
securing a payment from Barratt £2 million in excess of their initial expectation.
Hydroponicallygrownsunflowerscanbeusedtoabsorbradioactivemetals.

2. Consultancy – Bluefield Sandbach Limited
In 2006, private investors incorporated Bluefield Sandbach Limited (BSL) to
acquire the 57-acre, former Albion Chemical, site from Hays Chemicals (now
called Brenntag).
The key terms of the deal, including a comprehensive environmental deed for
the clean-up, consisted of the following:
• Sale and leaseback for a term of 3 years
• Existing use value paid for the land
• Monies placed in an escrow account for remediation of the site
• Working capital
• Negotiation of an environmental deed which secured the environmental
‘liability transfer’ to BSL and a charge in favour of Brenntag was registered
at land registry which required BSL to seek the consent and approval of
Brenntag if land was sold prior to statutory sign off
• Joint appointment of an environmental consultant to oversee the remediation
process and authorise the drawdown of Escrow monies
In addition to this, BSL secured a bespoke environmental insurance policy
cover of £5m via Chubb in favour of Brenntag for a period of 10 years. This
covered the following:
• Bodily injury
• Property damage
• Remediation costs resulting from a pollution incident
To date, under the guidance of BXB directors, BSL have successfully surrendered
the following site-specific operational consents at Sandbach:
• Top tier COMAH Status
• Waste Management Licence
• IPPC Consent
• Hazardous substance consent
Planning permission was successfully secured for mixed-use planning permission
for the whole site and, in July 2015, Taylor Wimpey completed the acquisition of
25 acres of land for residential development.
It is forecasted that this disposal will pay back the investors their initial
investment and generate a profit in excess of the initial forecasts. BSL will retain
circa 15 acres of development land, which is currently being promoted for
residential development.
West House
Exchange Station
Tithebarn Street
Liverpool L2 2QP
+44 (0)151 324 2586
info@bxbltd.com
www.bxbltd.com

3. A wealth of experience
and expertise
Gary Goodman, Land & Planning, Director
A qualified Town Planner, with twenty years of experience of
working within the public and private sectors. Managerial and team
leadership experience gained at English Partnerships, HJ Banks &
Company, McCarthy & Stone and private practice has resulted in the
participation in a number of successful strategic brownfield projects
involving residential, commercial, leisure, retail and community uses.
This experience, coupled with a long standing track record of identifying viable
land opportunities within this sector, and then successfully delivering them to the
development market, has provided a sound working knowledge of all aspects of
the development & planning process associated with contaminated land.
+44 (0)777 624 1531
gary.goodman@bxbltd.com
Dafydd Rees, Technical, Director
A qualified Environmental Engineer with nineteen years’ experience
in brownfield land investigation and remediation. This includes
management and participation in over 300 investigations, risk
assessment and remediation projects at industrial facilities,
residential developments, commercial developments, nuclear
facilities, airport facilities, former gasworks, refineries, tanneries, retail petroleum
sites and bulk distribution terminals.
The majority of current project work comprises technical and contractual
management in relation to brownfield redevelopment sites. This typically involves
a detailed review of available data and development of conceptual models, risk
assessments and bespoke remedial design.
Solutions designed, installed and operated include: excavation, separate phase
hydrocarbon product recovery systems, air sparging systems, soil vacuum
extraction systems, dual phase vacuum extraction, vapour mitigation systems,
ground stabilisation, groundwater pump and treat systems, ex-situ bio-piles,
boundary cut off walls and hydraulic control.
+44 (0)785 471 0099
d.rees@bxbltd.com
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4. Neil Ankers, Financial, Director
A qualified Chartered Accountant, who worked for Arthur
Anderson, with a degree in Engineering Science. Over twenty-eight
years of financial and managerial experience including Financial
Director of a construction company. Responsible for the day-to-
day operation of the finance function, including bank and stock
exchange compliance.
Neil acquired a distressed property company in partnership with N M Rothschild
and successfully restructured its problematic debt. This company was sold to a
listed property investment company and roles as Finance Director, then Chief
Executive followed with the PLC Group.
+44 (0)774 747 0191
neil.ankers@bxbltd.com
West House
Exchange Station
Tithebarn Street
Liverpool L2 2QP
+44 (0)151 324 2586
info@bxbltd.com
www.bxbltd.com

5. A broad range of
expert services
BXB offers many services to landowners and institutions, including:
Environmental Liability Transfer - A bespoke arrangement which
enables the current landowner to pass all on and off-site, past, present and
future liabilities to BXB. This arrangement passes the ‘information exclusion
test’ and can be structured so a timeframe is agreed to ensure that the land
does not constitute contaminated land under Part 2A of the Environmental
Protection Act.
Purchaser - BXB can simply act as purchaser and acquire land. Our
expertise in contaminated land provides comfort to the vendor that land is
sold to an orgainsation that understands the risk. Our legal structure ensures
the sale passes the information exclusion test.
Equity Partner - BXB can take on the role of financier and fund the
necessary work required to remove all the development constraints from
land, thus ensuring full market value is achieved. In this instance an arm’s
length corporate structure is established, with BXB taking on management
responsibility for all aspects of the project. These projects are structured
around a profit share arrangement with the current landowner.
Consultancy - BXB can provide a comprehensive consultancy service. This
service can commence before site closure or at a later stage. Typically, BXB will
seek retention and a success fee based on the size of the transaction.
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6. Providing solutions to the
following challenges
Mergers and Acquisitions - BXB can remove existing and historic
environmental liability, which have become a barrier between commercial parties
during negotiation.
Redundant Land - BXB can facilitate the removal of unwanted
contaminated land assets from a companies balance sheet by providing
environmental liability transference and corporate indemnification for the seller.
Sale and Leaseback - BXB can provide indemnification to the seller of
environmental liability, whilst leasing back the operating facility to the seller.
Allowing the company to surrender their environmental permits and provide
continuity of services to key customers.
Structured Settlements - BXB can deliver a mechanism to dispute
resolution between site owners and operators.
West House
Exchange Station
Tithebarn Street
Liverpool L2 2QP
+44 (0)151 324 2586
info@bxbltd.com
www.bxbltd.com

7. The BXB Environmental
Liability Transfer solution
If a seller is seeking a clean break from all environmental liabilities associated
with the site, then BXB has a proven track record for accepting these
environmental liabilities, for example:
• Albion Chemical Works, Cheshire
• Brunel Cooper Works, Cwmavon
Our environmental liability transfer package involves legal, technical and
financial layers of protection.
Legal
The sale contract includes robust environmental provisions passing all on and
off-site, past, present and future liabilities to BXB and includes the following
key principles:
• Sold with information exclusion test
• Payments for remediation exclusion test
• Release of liabilities clause
• Agreement on liabilities
• Environmental indemnity for any losses suffered by the seller as a result
of regulator action (Part 2A, WRA, Env Damage Regs) and civil claims
including legal defence costs and consequential losses
Technical
We also provide a legal commitment to a programme of site investigations,
regulatory discussions, monitoring works and other key milestones to ensure
sites are not land banked.
In addition to obtaining regulator approval, the sale contract will allow the
seller to comment on any works and be provided with copies of monitoring
reports and material correspondence.
The seller will be given reliance on all environmental reports commissioned
by BXB and a comprehensive suite of warranties relating to any works carried
out on our behalf.
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8. Financial
If required by the seller, we would also propose an environmental insurance
policy for the benefit of the seller, seller’s group and buyer. However, it may
be more appropriate for the insurance policy to be provided in the name of
the buyer only, allowing the seller (as neighbour and principal receptor to the
property) to act as a third party to the policy.
Policies can be provided for a period of ten years and ensure that financial
provision is made against claims from third parties arising from:
• Clean up
• Bodily injury caused
• Property damage (including the claimants business interruption) caused
by pollution (landfill gas and leachate) that has migrated beyond the sites
boundary
To arrange the policy, we will need access to historical site investigations, all
environmental permits and other relevant site information held by the seller.
West House
Exchange Station
Tithebarn Street
Liverpool L2 2QP
+44 (0)151 324 2586
info@bxbltd.com
www.bxbltd.com
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