Since nationalisation of the railways after the end of the Second World War, the operational track, signals and rail infrastructure throughout Great Britain have been owned by one entity.
All that changed on 28 March 2020, just five days after the UK government imposed the first full covid-19 lockdown. Burges Salmon real estate director Amy Simpson clearly recalls the competing demands on her time, as she advised Transport for Wales (TfW) and the Welsh government on the transfer of all the track, signals and rail infrastructure that comprise the Core Valley Lines railway network (CVL) from Network Rail to TfW.
“Working remotely while home-schooling my young children meant that I had to be incredibly creative in the way that I worked. It was exceptionally challenging, but my colleagues were very supportive. I’ve learnt that constant communication and teamwork is key and to accept that it is not always possible to do everything yourself”, she says.
“The practical logistics of ensuring ‘wet ink’ execution of over 400 completion documents for the virtual completion was extremely challenging but we delivered completion of the asset transfer without any adjustments to the project timetable.”
Burges Salmon then went on to advise on the subsequent grant of a new lease of all of the transferred assets to Amey Infrastructure Wales (AIW) as its new infrastructure manager – and the restructuring of those arrangements with AIW in February 2021, following the split of rail services and infrastructure management for the CVL, the take-over of passenger rail services by Transport for Wales Rail Limited (TfWRL) and the putting in place of a new contract with AIW for it to continue its services as CVL infrastructure manager. This all took place amid another covid lockdown.
“Everyone is facing their own personal challenges during the pandemic and being supportive and working collaboratively with your colleagues is essential to delivering excellent client service”, Simpson says. “Teamwork is also about stepping in and carrying out tasks that you might not ordinarily have done prior to the pandemic in order to help others.”
While she had to learn to adapt to working under the added pressure of pandemic life, Simpson admits that over time there have been silver linings. “Now that my children are back in school, working remotely has given me much greater flexibility about the way that I work. I have also learnt a few new IT skills along the way”, she admits.
Led by real estate partners Philip Beer and Colin Ligman, Simpson and her colleagues also worked with experts in the firm’s wider rail team on issues relating to rail regulation, commercial contracts, pensions, employment, health and safety and contamination/environment. The team worked collaboratively across the various specialisms with the appropriate team members being deployed to advise on all the complex issues relating to the original transfer and subsequent AIW restructure.
“We had to create bespoke contractual arrangements to deliver innovative solutions within the context of a heavily regulated rail industry”, Simpson recalls. “In order to achieve this, open and constant communication with colleagues across specialisms within the firm and with the client team was absolutely essential.”
Numerous agreements covered all aspects of the transfer of the CVL assets including land, railway, signals, telecoms apparatus and other infrastructure manager assets, pensions, people and commercial/rail services. All of these new agreements were created within the confines of a highly regulated and complex rail industry, including the establishment of a new ‘Wales Infrastructure Manager of Last Resort’, liaising with the Office of Rail and Road to ensure all regulatory/safety requirements were addressed to meet the Secretary of State for Transport’s conditions for the transfer of the CVL.
The firm also advised TfW on and overseeing the transfer of the vast quantity of title and asset management information relating to the CVL from Network Rail to TfW. This included advising TfW in relation to the establishment of a property management system for the newly acquired CVL property portfolio, following the split of rail services and infrastructure management for the CVL and the take-over of passenger rail services by TfWRL in February 2021, advising on the land and property arrangements needed to align with a new contract with AIW – so it could continue as CVL infrastructure manager, and advising on the huge voluntary first registration project for the CVL (the vast majority of the CVL is unregistered land).
“Excellent project management skills were required to ensure a seamless and comprehensive service was provided to TfW. Regular project team meetings combined with keeping running risk registers and actions lists ensured that key risks were identified quickly and brought to TfW’s attention at the earliest possible opportunity. We developed a close relationship with TfW, which meant that we were able to anticipate their requirements to deliver the desired project outcome”, Simpson says.
The firm reported monthly on costs against budget and identified new workstreams as they arose based on the technical difficulties encountered, and then budgeted accordingly. A team of specialist in-house project managers and a project management portal was used to track task delivery, manage internal knowledge sharing, record and track issue management, and maintain monthly risk registers to be used by TfW as part of its governance process.
Strong, collaborative teamwork with TfW and Welsh government ensured that information was shared freely and decisions were informed and timely. The firm’s close relationship with TfW meant it was able to anticipate and respond to their requirements to deliver the desired project outcome.
The transformation of the CVL has already commenced, including the work to electrify the CVL, upgrade the stations and construct a new £100m train depot and CVL signalling and control centre. To support the economic and social regeneration that the transformation work will bring, TfW is working with the six local authorities along the routes of the CVL with new commercial and placemaking opportunities.
The CVL comprises 85 route miles of railway track (with six passenger lines and two freight lines), 81 stations and stabling/depots facilities. The CVL represents 10% of the Welsh railway network.
The successful transfer of the CVL to TfW is a critical element of the Welsh government’s £738m South Wales Metro project. It will deliver a nationally significant integrated transport system serving Cardiff and South East Wales. Without the transfer of the CVL, the ambitious project to provide a modern, sustainable travel network to serve the people of South Wales and which reduces the environmental impact of the transport network in this region would not be possible.
The transfer will enable the ‘smart’ electrification of the CVL (the first time this method will be used in the UK) and the carrying out of a programme of other significant improvements to the railway. This transformative work will increase the capacity and frequency of services on the CVL and deliver an enhanced customer experience. The planned improvements include the modernisation of 52 of the CVL’s stations, building five new ones, extending the Cardiff Bay line, introducing new trains (including tram-trains to run on-street in Cardiff), building a new train depot and a new state of the art CVL signalling and control centre.
Simpson is an experienced real estate lawyer who specialises in advising clients on complex redevelopment and major transport infrastructure projects. She works closely with the integrated transport sector team to deliver seamless winning advice to both public and private sector clients. She is also on the management board for the Redcliffe and Temple Business Improvement District, working to regenerate and improve the area for the local community. She joined Burges salmon in October 2007, having qualified at Addleshaw Goddard in 2006.
“I’ve been lucky enough to work on an incredibly wide variety of real estate transactions for a diverse range of clients across different real estate specialisms”, she says. “I have worked on regeneration and redevelopment projects for The Greater London Authority, investment transactions for The Crown Estate, portfolio management work for John Lewis Partnership, and rail projects for Transport for Wales. All of these have been inspiring for different reasons, but I particularly enjoy the challenge of complex regeneration projects with a transport interface. Infrastructure and regeneration projects are of huge strategic importance to the growth of the UK economy post-covid and Brexit, and there are exciting opportunities in this area.”
She has worked with Beer and Ligman on a number of notable transactions, including advising The Greater London Authority on the procurement of a development partner for the regeneration of Albert Island in the Royal Docks. She has also worked alongside Ross Polkinghorne advising Kent County Council on town centre redevelopment projects, and Richard Clark advising The Crown Estate on investment disposals and acquisitions.
She has also continued advising Transport for Wales in relation to ongoing projects on the Core Valley Lines and been working on The Greater London Authority on new regeneration projects in East London and advising Cardiff Parkway Developments Limited on the delivery of a new business park and mainline rail station in South Wales.
“The experience that I have gained has given me an invaluable in-depth knowledge of a complex and evolving rail industry. I have really enjoyed the challenges of working on such a complex infrastructure project, particularly knowing the socio-economic and environmental benefits that it will deliver. I intend to build upon this expertise and continue to advise both public and private sector clients on regeneration and major infrastructure projects”, she says.
Who’s Who: the Burges Salmon team
Partners: Philip Beer, Colin Ligman
Director: Amy Simpson
Associates: Rebecca Hammond, Nicola Turley, Alexia Aradipiotis, Louise Cadman
Read about other real estate teams in The Lawyer Awards Festival of Talent
