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Home , Addleshaw Goddard, Amey plc, Bruntwood, Law Society of Scotland

October 2018 RM3788 WIDER PUBLIC SECTOR LEGAL SERVICES

Addleshaw Goddard LLP – Supplier Prospectus Lot2: Full Service Firms CONTENTS INTRODUCTION – RM3788 WIDER PUBLIC SECTOR LEGAL SERVICES 1 MANDATORYSPECIALISMS 2 1. ADMINISTRATIVEANDPUBLICLAW 2 2. BANKINGANDFINANCE 2 3. CONTRACTS 3 4. COMPETITION LAW 3 5. CORPORATEANDM&A 4 6. DATAPROTECTIONANDINFORMATIONLAW 4 7. EMPLOYMENT 5 8. INFORMATION TECHNOLOGY 5 9. INFRASTRUCTURE 6 10. INTELLECTUAL PROPERTY 6 11. LITIGATIONANDDISPUTERESOLUTION 7 12. OUTSOURCING/INSOURCING 7 13. PARTNERSHIPS 8 14. PENSIONS 8 15. PUBLICPROCUREMENT 9 16. PROPERTY, REAL ESTATE AND 9 17. TAX 10 OPTIONAL LEGAL SPECIALISMS 10 1. EU 10 2. PLANNING 11 3. PROJECTS 11 4. RESTRUCTURINGANDINSOLVENCY 12 5. EDUCATION LAW 12 6. ENERGYANDNATURALRESOURCES 13 7. FOOD, RURAL AND ENVIRONMENTAL AFFAIRS 13

10-25331731-2 1 8. FRANCHISE LAW 14 9. HEALTH AND HEALTHCARE 14 10. LIFESCIENCES 15 11. TELECOMMUNICATIONS 15 12. CHARITIES LAW 16 13. HEALTH AND SAFETY LAW 16 14. TRANSPORT (NON-RAIL) 17

10-25331731-2 2 INTRODUCTION – RM3788 WIDER PUBLIC

SECTORLEGALSERVICES

We are leaders in advising the public sector (and those contracting with the public sector) on major commercial transactions of all types. Our experience includes outsourcings and commercial contracts, development and regeneration, joint ventures and partnerships, franchising, shared services arrangements, service concessions, PFI and PPP transactions, trading structures and internal reorganisations. Many of these transactions have a political/public eye dimension.

We are immersed in the sectors in which our public sector clients operate. We have a broad portfolio of public sector clients - for example, local government clients that are at the forefront of thought leadership such as City Council, City Council and the Combined Authority. Our central government clients include Ministry of Defence, the Department of Transport, and the Department of Health.

We will deliver the right team balance and all our work on public sector matters will have the right balance of seniority, experience and dedicated know how, and always be delivered with a seamless service.

Andrew Pettinger Partner 0161 934 6500 07775 586509 [email protected]

10-25331731-2 1 MANDATORYSPECIALISMS 2. BANKING AND FINANCE AG's hugely dedicated teams enjoy a formidable reputation amongst 1. ADMINISTRATIVE AND PUBLIC LAW domestic and international banks, building societies and other major financial Examples of our extensive experience include: institutions, acting for clients in relation to: ► resolving disputes for many judicially reviewable bodies and other ► asset-based lending (both syndicated and bilateral); companies which exercise or have statutory duties and powers; ► trade finance and supply chain finance transactions; ► bringing forward and intervening in JR applications in the Administrative ► domestic and international asset finance and leasing matters; Court for clients across a range of sectors; ► claims regarding structured investments (including miss-selling); ► providing proactive, specialist public law advice to help clients avoid, or ► Financial Ombudsman claims; and minimise the risk of, a challenge being made to their decision-making and ► investigations, regulatory and FSMA enforcement. consultation processes; and ► supporting clients on potential regulatory challenges which ay impact on their critical business interests.

Our highly experienced project financing team advises an array of public and private sector clients across a variety of sectors including waste to energy facilities, refinances/restructurings in PPP projects, public-private partnerships (health, roads, education, MOD) and social housing finance.

Bill Gilliam Clare Dwyer Andrew Pettinger Oliver Carruthers Partner Legal Director Partner Partner 0113 209 2442 0161 934 6534 0161 934 6500 020 7160 3367 bill.gilliam clare.dwyer andrew.pettinger oliver.carruthers @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com

10-25331731-2 2 3. CONTRACTS 4. COMPETITION LAW We specialise in high-value, complex commercial transactions and have AG's competition and regulatory team acts for a huge variety of clients and strength and depth in many areas, including: specialises in: ► outsourcing; ► antitrust investigations and dawn raids; ► marketing; ► cartels; ► loyalty; ► compliance and advisory; ► supply chain; and ► competition disputes; ► IT and e-commerce issues. ► EU state aid; ► Market investigations; ► merger control; and AG's extensive experience includes advising: ► public procurement and regulatory advice. ► KCOM on various matters including: £90m sale of its national communications infrastructure (excluding Hull and East Yorkshire) to Our team help their clients to understand commercial impacts, changing CityFibre –'the most significant event to take place in the UK's digital internal processes and procedures to manage compliance risk. infrastructure market in a decade'; UK national 'dark fibre' rollout project; £800m North Staffordshire and £1.2bn hospital projects; ► a FTSE 100 company on the £250m outsourcing of its global IT services; AG's extensive experience includes advising: ► FTSE 100 retailers and wholesalers on their operator agreements with ► EE on the competition law aspects of Project Navy, working collaboratively mobile network operators, including Sainsbury's on setting up their with EE and Counsel; "Mobile by Sainsbury's" offering with Vodafone; ► Sainsbury’s on setting up their “Mobile by Sainsbury’s” joint venture with ► Various banks (incl. HSBC and Barclays) on UK launch of Apple Pay; Vodafone; ► Sefton MBC on the procurement of an outsourced ICT provider to provide ► Jersey Telecom on the merger control and regulatory aspects of its a full 'turn-key' service across the Council's ICT estate; proposed acquisition of the Vodafone Airtel business in the Channel ► a care home provider on its global purchase of IT related services; Islands from the Bharti Group, which was referred to an in-depth (Phase ► Royal Mail Group on numerous commercial contracts including II) merger inquiry by CICRA; arrangements for a virtual storefront with Alibaba in China; ► on the competition law, regulatory and state aid aspects of ► Luton Borough Council on its form of care contract with local providers, numerous strategic projects, including alliancing with train operators and and setting up a framework for their foster care provision – delivering a roll-out of the Digital Railway strategy; 10% cost saving with a much clearer and enforceable specification; and ► SSE on its smart meter deployment programme and other confidential ► Sainsbury’s on various matters including: its JV with Dansk; and their matters relating to its telecoms, networks and renewable energy Nectar programme (including targeted advertising through channels businesses; and including coupon-at-till, direct mail and car park advertising). ► RBS on the CMA's retail banking market investigation (on an innovative "two firm" model, working alongside ).

Andrew Pettinger Paul Bentham Bruce Kilpatrick Al Mangan Partner Partner Partner Managing Associate 0161 934 6500 0161 934 6337 020 7544 5214 020 7544 5352 andrew.pettinger paul.bentham bruce.kilpatrick al.mangan @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com

10-25331731-2 3 5. CORPORATE AND M&A 6. DATA PROTECTION AND INFORMATION LAW AG's M&A team boasts a flagship client base, including Rolls-Royce, Dixons AG's data protection team is regarded as one of the leading data and Carphone, The Hut, The Co-operative and JD sports, and regularly advises information practices in the UK, with a global network of data and information FTSE 100 companies on strategic and routine M&A (public and private). specialist lawyers in all key jurisdictions. The team provide pragmatic commercial advice to businesses working in a constantly evolving market and AG's extensive experience includes advising: offer expertise and advice to help clients achieve their objectives. ► Oakley Capital on its acquisition of Damovo Germany, Damovo Belgium, Our team has key experience working with major organisations, many of Damovo Switzerland, Damovo Poland and Damovo Ireland; which are industry leaders in their fields, including the financial service, retail ► BT on its takeover offers for PlusNet and Transcomm; and public sectors, advising on issues such as: ► Peel on its disposal of its wireless telecoms assets; ► critical compliance advice in corporate transactions; ► Opal Telecom on its merger with Martin Dawes and subsequently on its ► data protection notices, telescripts, privacy policies and compliant manuals, £83m sale to The Carphone Warehouse; including advising on opt-ins and opt-outs and multichannel marketing; ► SSE plc on the phased equity sell down of a total of 35% of the Beatrice ► all aspects of data commercialisation from the structuring of contracts to Offshore Wind Farm to Copenhagen Infrastructure Partners; compliance procedures to be undertaken at domestic and global level, ► Rolls-Royce on the sale of its energy gas turbine and compressor including multijurisdictional advice; and business to Siemens AG; ► FOIA and compliance, including drafting FOI clauses in contracts and ► BP plc on the sale of its Belfast oil storage terminal to Puma Energy; advising on how to respond to information requests. ► Seven Energy on its US$250 million acquisition of the 128km. East Horizon Gas Pipeline; and ► Xylem Inc. on its acquisition of wastewater services company PIMS AG's extensive experience includes advising: Group. ► on a telecoms infrastructure deal with MBNL (JV between EE and 3UK); ► on the introduction of free WiFi to 120 stations across the tube network and negotiation of reseller agreements with EE, Vodafone & O2; We have a market leading focus on the M&A process by combining efficient ► an NHS Trust in relation to updating existing contracts to reflect the new process with strategic clarity, great value, price certainty and drive. GDPR regulations; Our corporate services team provide a broad spectrum of highly sought-after ► on investigations, enforcements, prosecutions and assessments by the company secretarial services and support, including (not limited to): Information Commissioner, and compensation claims through the courts, ► ensuring compliance with statutory duties; having acted on several leading cases in Tribunals and the High Court; ► company and LLP incorporations (both bespoke and shelf); and ► filings at Companies House; ► on full compliance audits and implementation reporting at Board level; ► maintenance of statutory records in accordance with Companies Act 2006; ► the Independent Parliamentary Standards Authority on FOI and MPs' ► re-registration of companies from private to public or vice versa; expenses. ► dealing with structural changes to a company; and ► company name, registered office and board changes.

Roger Hart Helena Brown Ross McKenzie Partner Partner Partner 0161 934 6301 0131 222 9544 0122 496 5418 roger.hart helena.brown ross.mckenzie @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com

10-25331731-2 4 7. EMPLOYMENT 8. INFORMATION TECHNOLOGY AG's employment team has a nationally and internationally acknowledged AG's IS and technology team is renowned for its purchaser-focussed practice reputation for all aspects of employment law. which has built its reputation acting for large corporates, purchasing IT and The team particularly focuses on: IT services on a large scale on projects which are often transformational and ► high stakes litigation in the Employment Tribunal and High Court; business critical for the clients in question. ► major projects and transactions; and ► on investigations around regulatory and compliance issues with an We have a team of dedicated IT lawyers and the majority of the work centres employment angle. on handling stand alone, high profile and high value IT transactions. Members of the team have experience in acting for FTSE 350 companies and public Our team are experts with regards to TUPE and its application and implications sector organisations in respect of their business critical IT projects and they relating to transactions. Members of the team have specialist experience in have knowledge of the market that attracts clients. handling complex and sensitive matters for clients which are high value or have the potential to affect strategy and reputation. AG's extensive experience includes advising: ► a care home provider in relation to a global master agreement for the AG's extensive experience includes advising: purchase of IT related services; ► Network Rail since 2009 on defending its Employment Tribunal claims – ► a FTSE 100 company on ongoing IT replenishment programme – putting including claims relating to the implementation of terms agreed collectively in place framework agreements with standard form terms and advising on with trade unions in the days of British Rail, to complex, fact-sensitive and multiple projects opposite all major providers, including HP, IBM, high-value discrimination claims; CapGemini, Fujistu, Vodafone, TCS, Wipro, Infosys and BT. The nature of ► Blackburn Council and Trafford Council on the employment and TUPE the programmes included major client device roll-outs, LAN builds, SAP elements of various outsourcing arrangements; migrations, data centre and airtime contracts for mobile phone networks; ► the Department of Health and a CCG on the employment aspects of a ► a global airline and tour operator on a global framework agreement for settlement agreement with and transfer of services from a private sector IT services, including software development, software licensing and IT contractor to a NHS Trust; consultancy services; and ► a FTSE 100 multinational financial services company on the TUPE ► a financial institution on procurement and implementation for its core aspects of a major BPO project in respect of its back office functions in banking platform involving IBM, CapGemini and SAP. various jurisdictions (including the co-ordination of employment advice from multiple jurisdictions); ► British Airways on the TUPE aspects of retendering various facilities management services, involving multiple incumbent providers and multiple new suppliers; and ► A water utility company on the people aspects of retendering its contractor framework agreements, including the drafting and negotiation of the TUPE and other employment provisions.

Kate McGough James Whittaker Legal Director Partner 0161 934 6795 0161 934 6329 kate.mcgough james.whittaker @addleshawgoddard.com @addleshawgoddard.com

10-25331731-2 5 9. INFRASTRUCTURE 10. INTELLECTUAL PROPERTY AG's extensive project and infrastructure finance expertise is discussed at AG's IP team regularly advises FTSE 100-250 companies on the full range of mandatory principle 2 above (Banking and Finance). IP rights through the IP lifecycle, including risk assessments, brand policing Our market-leading experience in supporting owners, managers, lenders and and the implementation of national and international IP strategies for procuring clients in dealing with a whole range of operational and asset- protection, enforcement and commercialisation of IP. related issues across all sectors of the UK PPP market is second to none. Our team have substantial experience in advising industry in all areas of intellectual property, including patents, design rights, trade marks, confidential information, database rights, domain names and copyright. AG's extensive experience includes advising: Our contentious IP lawyers are part of a team that is ranked number one for ► an NHS Trust on a review and restructuring of its PFI portfolio, with the IP in both the Chambers and Legal 500 Guides in the NW of England and aim of achieving cost savings by bringing services in-house – including recognised by Chambers in the top tier as a national leader outside advising on the options available to terminate the existing PFI for IP. We work with many businesses facing IP issues, such as enforcement arrangements and on obtaining the regulatory consents required for the of your own rights or inadvertent infringement of third party rights. restructuring of an NHS PFI arrangement; ► an infrastructure asset fund in relation to the insolvency of its facilities management contractor across 11 projects and the appointment of a replacement contractor on new contract terms; AG's extensive experience includes: ► Kajima Partnerships Limited and Sir Robert McAlpine Capital ► advising Network Rail with respect to the IP aspects of a critical new Ventures on its development of 2 new hospitals in Tooting and Kingston, network software safety system, including developing complex licensing including the wider redevelopment of the Tooting site for housing and arrangements; commercial uses; ► advising household names such as ABF (including Primark), Britvic, ► Imagile Group Ltd, one of the largest SPV and Asset Management service Harrods, IAG/BA, De Beers, British Gas, Sainsbury's and PZ providers to the PPP/PFI infrastructure market – with a portfolio of 130 Cussons; PPP/PFI infrastructure investment assets across 10 different sectors ► advising endorsement and sponsorship agreements for PZ Cussons, including healthcare, education and higher education, accommodation, Sainsbury’s and Diageo; leisure, street-lighting, ministry of defence, highways and transport, ► IP licensing for ABF and IAG/BA; emergency services, ministry of justice, courts and custodial; and ► research & development agreements for GSK; and ► Battersea Power Station on infrastructure, early works contracts and ► managing the UK and worldwide trade mark portfolios of Argos, Card construction issues relating to redevelopment of the UK’s largest Factory, Clinigen Group, Harrods, Homebase, Football development project at the Power Station as part of the overall £8bn multi- Club, PZ Cussons, Sainsbury's, Travelodge Hotels and Warburtons. phase re-development. .

Further examples of included at optional specialism 3 (Projects).

Paul Bentham Nick Rudgard David Hartley (non-contentious) Partner Legal Director Partner 0161 934 6337 0161 934 6340 020 7160 3130 paul.bentham nick.rudgard david.hartley @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com

10-25331731-2 6 11. LITIGATION AND DISPUTE RESOLUTION 12. OUTSOURCING/INSOURCING AG have a strong reputation as robust and experienced litigators. Our Examples of our extensive experience in relation to outsourcing are included experienced team comprises a broad commercial litigation background and in relation to mandatory principle 3 above (Contracts). specialised experts in key practice areas. We have worked on a large number of public sector outsourcing projects and The team advises on a wide variety of disputes, including: public and utilities have considerable knowledge of the issues which can arise and their procurement advice and challenges, judicial review/regulatory challenges solutions. Working for clients across board (public sector, private sector and and competition law. funders) gives us a great depth of knowledge and a rounded view.

Members of the team advise and act in relation to domestic, international and cross-border litigation, arbitration, ADR and regulatory investigations. AG's extensive experience includes advising: ► both Trafford Borough Council and Manchester City Council on new AG's extensive experience includes: procurements for waste collection, in the case of Trafford including ► advising a large financial services organisation on a £multi-million IT outsourcing the operation of its commercial waste collection business in project where the functionality delivered did not meet ITT specification. The order to "underwrite" some of its municipal collection costs. The was part project was key for delivering customer facing and internal systems to of a wider high profile outsourcing to achieve savings for the Council of comply with regulatory obligations and processing customer applications, 20% against budget; so had to be delivered as agreed; ► Blackburn with Darwen MBC on large scale outsourcing of key service ► conducting an independent investigation into a number of accounting lines; irregularities in the international division of plc; ► the City of London Corporation in relation to the outsourcing of all its FM ► advising a subsidiary of FTSE 100 company Diageo plc on high profile provision to Serco plc; international arbitrations concerning Diageo’s joint-venture brewing and ► advising a number of NHS Foundation Trusts in connection with the distribution arrangements with SABMiller in Tanzania (ICC Rules, London establishment and operations of Teckal companies and joint venture seat). We also acted in ancillary court proceedings up to the English Court operations to provide outsourced facilities and estates management of Appeal; services, procurement services and pharmacy services to the parent trust; ► advising a well-known listed client on an investigation into serious ► Serco plc on all aspects of its bid for the £600 million Barts Health NHS accounting irregularities and allegations of fraud in an international Trust soft FM outsourcing; division; and ► NHS Business Services Authority on the outsourcing of the pensions ► advising the liquidators of a major on claims against the former administration service for the NHS pensions scheme which is the largest members as a matter of contract and insolvency law. defined benefit scheme in Europe with over 1.6 million members; and ► Lancashire Care NHS FT in relation to insourcing a wide range of FM services including establishing an LLP.

Bill Gilliam Clare Dwyer Andrew Pettinger Partner Legal Director Partner 0113 209 2442 0161 934 6534 0161 934 6500 bill.gilliam clare.dwyer andrew.pettinger @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com

10-25331731-2 7 13. PARTNERSHIPS 14. PENSIONS We have extensive experience of creating national and international group AG's pensions team is nationally recognised and acknowledged by structures that combine the best elements of partnership and corporate independent commentators as one of the leading practices in the UK, business vehicles. featuring regularly within legal directories. We have advised on some of the most significant transactions involving We help sponsoring employers address the full range of pensions issues, professional practices in the past decade. including: We are experts on issues surrounding the sale, merger and demerger of ► negotiating with trustees on Scheme funding; professional firms, and the Group is recognised for its leading expertise in ► use of contingent assets; large international mergers. We took a leading role in the application of the ► liability management exercises; and have deployed the full range of our skills with ► auto-enrolment/re-enrolment; other advisors on the rationalisation of the legal services market. ► scheme mergers/change; The depth of our knowledge and understanding of our clients’ businesses ► executive pensions; enables to add significant value in sensitive areas such as: ► dealing with changes to pensions tax allowances; and ► profit sharing; ► life assurance arrangements including excepted group life schemes. ► partner performance; We also advise on pensions issues on share sales, business sales, and ► succession; and restructuring, refinancing and payment of dividends. ► partner retention and removal. We have a dedicated team who advise on public sector pension issues and We regularly advise on some of the most difficult partner dispute matters and we have litigators who specialise in pensions dispute resolution including pride ourselves on securing commercial and confidential settlements, often arbitration and judicial review – our head of pensions litigation, Susan Garrett, through alternative dispute resolution and mediation. is an accredited mediator.

AG's extensive experience includes advising: AG's extensive experience includes advising: ► 8 Mile LLP and others in a dispute concerning involvement in the ► on outsourcings from local councils, acting for both authorities and creation of a private equity fund, the focus of which was to be contractors (including admission agreements and bonds); investments in Africa – success was reached summarily and on appeal in ► the trustee of a pension scheme that provides broadly comparable respect of the biggest part of the claim; and benefits to a number of public sector schemes – including the LGPS; ► Tameside Metropolitan Borough Council and Bradford Metropolitan ► Metroline on the pensions aspects of its bid for the London Overground District Council in their capacities as administering authority of the operating concession; Greater Manchester Pension Fund and the West Yorkshire Pension Fund ► central government bodies whose employees are the subject of in connection with the formation of a Scottish Limited Partnership to compulsory transfers from the public sector; and acquire a 50% stake in the Chapelfield shopping centre from Plc. ► Parties in a dispute with Scottish Life about a £1 billion plus defined benefit scheme concerning pensions liberation from it to Scottish Life offshore bonds.

Andrew Pettinger Aster Crawshaw Catherine McAllister Partner Partner Partner 0161 934 6500 020 7880 5962 020 7880 5791 andrew.pettinger aster.crawshaw catherine.mcallister @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com

10-25331731-2 8 15. PUBLIC PROCUREMENT 16. PROPERTY, REAL ESTATE AND CONSTRUCTION AG's procurement team are specialists who provide unrivalled non- AG's real estate team act for some of the foremost institutional investors, contentious and contentious experience and regularly advise on high-profile, banks, developers and retailers including Standard Life, Scottish Widows, high-value, complex procurement procedures, as well as in relation to , Peel, Primark and Co-op. discrete procurement law issues for both the public and private sector – giving The team, operating across the UK, Asia and the GCC, is one of the largest us valuable insights into how both procurers and bidders think. practices in the market, has won numerous awards, and is ranked highly by We have in-depth experience of advising in relation to the Public Contracts independent commentators. Regulations, Utilities Contracts Regulations, Security Public Contracts The team have the capacity to handle any transaction, irrespective of scale Regulations, and the European Regional Development Fund. or complexity and members of the team possess all of the relevant expertise – mainstream real estate, corporate, structuring, tax, construction, construction litigation, real estate disputes and funding. AG's extensive experience includes advising: ► Manchester Airport Group on the £1bn Manchester Airport Transformation Project, including terminal construction and airfields work; AG's extensive experience includes advising: ► the Department for Transport in relation to the streamlining of its ► Standard Life on sales, acquisitions, lettings and various complex procurement processes for rail franchising, by designing and introducing development projects; the "pre-qualification passport" to be used by all rail franchise competitions ► Peel Holdings on the construction of the £500m+ MediaCity UK and on the West Coast Partnership and West Midlands franchise development in Salford and on subsequent lettings; competitions; ► Manchester Metropolitan University on projects including its new £60m, ► the Houses of Parliament on the refurbishment of the 20,000 sq.ft business school and student hub, its £50m arts and media Palace of Westminster, designing and conducting various procurement development and a new city campus comprising 22,500 sq.m of new processes for long term contractual arrangements to deliver the extensive accommodation for 6,000 students and an academic building; 20-year restoration and renewal programme (1st since 1834); ► Houses of Parliament and Manchester Airport Group on their ► the Department for International Trade and the Department for Work respective redevelopment projects and Pensions on various high value services procurements ► Waterside Places in relation to the regeneration of Hale Wharf, Tottenham ► United Utilities on the West Cumbria water supply project, linking West (including district heating and associated infrastructure); Cumbria to the rest of the regional water network via a major new pipeline; ► Olympic Delivery Authority on planning and consents on the £9bn and Olympic Park and regeneration of Stratford City including advising on ► Scotia Gas Networks on the Gas to the West scheme being promoted by planning applications, environmental statements, planning agreements the Northern Ireland Utility Regulator, involving the construction of and all environmental management schemes; and transmission and distribution networks delivering gas to the West of ► Somerset County Council on highways law and associated regulatory Northern Ireland. and property issues arising from the proposed development of the Taunton Western Relief Road

Andrew Pettinger Michael Rainey Stephen Kinsey Susan Bennett Partner Managing Associate Partner Legal Director 0161 934 6500 0161 934 6736 0161 934 6866 0161 934 6725 andrew.pettinger michael.rainey stephen.kinsey susan.bennett @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com

10-25331731-2 9 17. TAX OPTIONALLEGALSPECIALISMS AG's tax team have long been recognised for their high quality, user-friendly, 1. EU technical advice that they tailor to meet the client's business and tax requirements. Members of our team have substantial experience and knowledge in relation The corporate tax team services UK and international clients through a to EU law, particularly in relation to EU state aid, competition and combination of expertise delivered through the teams across the offices and procurement. using leading advisors in the local markets. Clients often comment on the high quality, stand-alone nature of the tax practice at AG, as well as the way in which members of the team combine AG's extensive experience includes advising: seamlessly with their colleagues across the business in order to deliver ► a major industrial client on various research and development innovative and commercial solutions to specific business requirements. collaborations and infrastructure projects; ► a major energy supplier on state aid issues relating to a carbon capture and storage project; AG's extensive experience includes advising: ► a client on the EU investigation into the aggregates levy (securing EC ► on numerous residential, student accommodation and mixed schemes approval); including: ► a major UK airport on state aid and competition law advice in respect of ► NOMA; a passenger incentive proposal for airlines; and ► MediaCityUK; and ► Associated British Ports on a confidential merger control matter; ► Brentford Locks, for clients such as: ► on complex (Phase II) merger control investigations in the UK (including ► Santander; Omnicell/Surgichem and Alliance Medical/IBA Molecular) and in other ► the Co-operative Group; jurisdictions, as well as numerous Phase I merger clearances at a UK and ► Peel; and EU level. ► Bruntwood; ► Chester West and Chester Council on the tax and structuring elements relating to the establishment of a new vehicle to deliver its leisure services; and ► Criterion Capital on the tax restructuring of £1.8bn property portfolio and subsequent £937m refinancing. ► the Taunton Western Relief Road

Bruce Kilpatrick Justine Delroy Partner Partner 020 7544 5214 0161 934 6770 bruce.kilpatrick justine.delroy @addleshawgoddard.com @addleshawgoddard.com

10-25331731-2 10 2. PLANNING 3. PROJECTS AG's planning team are actively involved in local markets and engage with As highlighted in several of the mandatory specialism above, AG unrivalled, central government to develop law and policy which ensures the clients’ comprehensive experience in all elements of Projects, including project interests are represented. Our team are able to create a planning system that financing (mandatory specialism 2) and infrastructure (mandatory specialism is fast, responsive and effective. 9). Expertise and experience includes: ► advising on Development Consent Orders and Transport and Works Act Further examples of AG's extensive experience includes advising: Orders, including promotions of and objections to them; ► Femern A/S (a Danish Government body) on its procurement of an 18km ► compulsory purchases; undersea road and rail tunnel between Denmark and Germany using ► compensation in 4 key sectors (energy, transport, housing and competitive dialogue – including drafting the tender documents and key regeneration and retail); contract documents in relation to this €5bn project, advising on 4 civil ► reviewing planning application documents such as the environmental engineering contracts, the electrical and mechanical contract and power statement, design and access statement and application plans, draft systems contract – all of which include various provisions in relation to the committee report to de-risk the application and minimise the prospects of new railway lines, and the separate contract for supply and installation of any legal challenge succeeding; track and catenary; ► managing disputes whether defending or bringing a judicial review or ► Tameside Metropolitan Borough Council in relation to its Building statutory challenge; and Schools for the Future projects, in particular the replacement of ► managing public inquiries whether following a planning appeal, call-in or Services Limited as the facilities management services provider as a to secure confirmation of a compulsory purchase order. consequence of the liquidation of Carillion; ► Guildmore Limited on its successful bid for an affordable and supported housing and leisure scheme at Tower Hamlets; AG's extensive experience includes advising: ► Trafford Council on the UA92 joint venture with Bruntwood, Gary Neville, ► a number of Local Authorities on Highways issues, including currently Ryan Giggs and Lancaster University; and Somerset County Council in relation to the development of the Taunton ► on many Streetlighting PFI deals, including for Stoke-on-Trent City Western Relief Road; and Council, Manchester City Council, Bouygues, Staffordshire County ► Olympic Delivery Authority on planning applications, supporting Council, Norfolk County Council, Amey plc and Wakefield documentation, planning agreements and led on transport matters in Metropolitan District Council respect of the London 2012 Olympic Games & Legacy (circa £9bn) and the wider regeneration of Stratford.

Andrew Pettinger Mike O'Connor Partner Partner Marnix Elsenaar 0161 934 6500 0161 934 6342 Partner andrew.pettinger michael.o'connor @addleshawgoddard.com @addleshawgoddard.com 020 7160 3246 marnix.elsenaar Rob Thompson @addleshawgoddard.com Legal Director 0161 934 6267 rob.thompson @addleshawgoddard.com

10-25331731-2 11 4. RESTRUCTURING AND INSOLVENCY 5. EDUCATION LAW AG's business support and restructuring ("BSR") team have great expertise in AG have an in-depth understanding of the education environment, and adopt areas such as company law, real estate, banking, employment and dispute an innovative and flexible approach to support our education clients' needs. resolution, giving us the resource and experience to deal effectively with all issues We have a strong reputation within both the public and private sector across in a restructuring or financially-stressed scenario. a variety of areas including, but not limited to: The team get involved at an early stage and this helps identify problems and ► Built environment – procurement strategies and the drafting/negotiation/approval of development and funding agreements, promote constructive dialogue with stakeholders. It offers the best opportunity for project agreements, construction, infrastructure and engineering a beneficial outcome, for example, through the rescheduling or refinancing of debt, contracts, partnering agreements, consultancy agreements. restructuring of equity, reorganisation or disposal, with or without going through ► Universities – working with university clients, such as; Salford, Manchester the insolvency process. Metropolitan, , Leeds Becketts, London Metropolitan, Lancaster Our BSR team has enviable positions on all the major bank panels and benefits and Glyndwr, and retaining all of our university panel appointments. from excellent relationships with the restructuring and insolvency specialists at the ► Outsourcing & contract restructuring. market's leading accountancy firms and agents. All speak highly of the service ► Employment – defending dismissals, discrimination, TUPE and they receive from AG. whistleblowing.

AG's extensive experience includes advising: AG's extensive experience includes advising: ► significant creditors in supplier insolvencies e.g. HMV, Blockbuster; ► a number of Local Authorities in adjudications with values up to £20m in ► significant creditor of Four Seasons care home group; relation to a multiple phase BSF PFI schemes – interface issues, ► Purchasers of distressed businesses e.g. Endless: responsibility for additional asbestos, contractual interpretation disputes ► acquisition of Charpentes Francaises, the French market leader in and claims for additional time and cost; producing timber roof trusses, timber frames and other timber-related ► a number of SPVs on various disputes with Local Authorities under BSF products for commercial and residential properties; schemes - Unavailability Deductions, remedial works, scope of variations ► acquisition of Bright Blue Foods, a manufacturer of retailer own brand and issues of professional negligence; and licensed brand cakes and pastries; ► Salford University on various property and construction projects including ► acquisition, restructuring and disposal of Kiddicare; its development at Media City, the development of the Salford Arts and ► liquidators of LLP; and Media Centre and an accommodation project; ► PWC as administrators of the retailer Internacionale. ► Manchester City Council on its £150m wave 1 project for the construction of 16 schools and on the provision of ICT services to, amongst others, Our Lady’s RC Sports College, King David High School and St Matthew RC High School; and ► Santander on a £52m facility to a JV between Imperial College of Science, Medicine and Technology and Berkeley Homes for the development of a Sarah Foster 450 bedroom post-graduate accommodation building in Clapham. Legal Director 0161 934 6714 Mike O'Connor sarah.foster @addleshawgoddard.com Partner 0161 934 6342 michael.o'connor @addleshawgoddard.com

10-25331731-2 12 6. ENERGY AND NATURAL RESOURCES 7. FOOD, RURALAND ENVIRONMENTAL AFFAIRS AG's infrastructure practice includes a core team dedicated to Energy and AG have strong experience dealing with the allocation of environmental Utilities work, who have a deep insight of the industry. This team is closely responsibility in high-value complex transactions, working closely with our supported by lawyers from across our full service disciplines who apply their colleagues around the firm to ensure that environmental risk is properly knowledge against the background of the Energy and Utilities sector. identified and managed in transactions. We are a panel firm of a number of the key players in this space, including Our work includes advising on the development of brownfield sites, National Grid, SSE, BP, Drax Group plc, Scotia Gas Networks and United Utilities. negotiating and drafting contaminated land provisions in corporate sale and We also advise equity funds e.g. Foresight, John Laing, Equitix and Gravis. purchase agreements, property contracts and leases, drafting/negotiating consultants’ appointments and advising on environmental insurance.

AG's extensive experience includes advising: AG's extensive experience includes advising: ► Gaz de France / Suez on the cross border issues and implementation of ► on and drafting environmental liability provisions in property documents a repowering of a large CCGT power station, movement of pre bought (being prepared by another law firm without relevant expertise) in relation turbines cross border, the replanting of several turbines at the 1800 MW to a development on a manufacturing site; CCGT power station in Teesside and subsequent mothballing of the power ► on liabilities and responsibilities associated with culverts at development station; sites and under runways; ► Drax Group on their conversion to biomass; ► an airline in setting up and carrying out an internal environmental audit ► SSE on the closure of Fiddlers Ferry across its international business; and ► Leeds City Council on the roll-out of its district heating system; ► several companies during investigations and, in some cases, subsequent ► Energy Works Hull/C Spencer on the largest energy from waste project prosecutions for effluent discharge offences and groundwater in Europe; contamination. ► Co-op Bank on its funding of the development and operation of wind farms AG also have a pre-eminent reputation advising on waste and food waste in Cumbria (Barrow in Furness, Spalding and Airdrie) and ; projects throughout the UK and overseas, working the public and private ► SSE on their electric charging points approach; sector and funders. ► Associated British Foods on the construction and operation of a biomass CHP plant to serve one of their production sites; AG's extensive experience includes advising: ► Travelodge, Primark, HUB and MUSE on a number of CHP schemes as ► Trafford Borough Council and Manchester City Council on new energy buyer including from the ENGIE operated network at the ExCel procurements for waste collection; arena; and ► Somerset County Council on developing its business case for County- ► Peel Group on the tri-generation energy centre and utility networks at its wide waste disposal, including consideration of various lengths of contract <£500m MediaCityUk development with the BBC as anchor tenant. and types of technology/solutions; ► the London Waste & Recycling Board as their exclusive lawyers for the past 4 years on a broad range of matters; and Cheshire West and Chester Council for the last 3 years on its ongoing operational issues with its 14 year waste collection contract with Kier

Richard Goodfellow Paul Dight Michelle Headrige Rob Thompson Partner Partner Partner Legal Director 0113 209 2405 0113 209 7704 0161 934 6492 0161 934 6267 richard.goodfellow paul.dight michelle.headrige rob.thompson @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com

10-25331731-2 13 8. FRANCHISE LAW 9. HEALTH AND HEALTHCARE AG are genuinely franchising experts and we have the expertise and Healthcare is a core business stream for AG and we have created a national experience to back this up. team that work seamlessly across our offices, supported by a wider group of We have advised the DfT on three recent franchise direct awards and as such partners to ensure the highest calibre of expertise. Our dedicated cross- are up to date with latest franchise policy and contractual developments. Our disciplinary healthcare team has amassed hands-on expertise across expertise covers franchise management issues, direct awards and virtually every area of healthcare and is recognised as one of the UK's leading competitive procurements where members of the proposed team have law firms. advised both the private and public sector since rail privatisation, most recently advising the DfT on its franchising programme. AG's extensive experience includes advising: AG's extensive experience includes advising: ► Kajima Partnerships Limited and Sir Robert McAlpine Capital ► the DfT on the letting of the flagship West Coast Partnership franchise – Ventures in relation to their bid to be appointed and subsequent to their the most complex passenger rail franchise to be brought to the market to appointment their role as the development partner to South West London date, involving not only the existing Intercity West Coast (ICWC) and St George's Mental Health NHS Trust – including development of new operations, but also the design, introduction and integration of high speed mental health hospitals, associated infrastructure, a care home, over 830 services on HS2; new homes and open parkland; ► the DfT on the cascade of rolling stock from Govia Thameslink Railway to ► Serco Limited on a £600m outsourcing (by Barts Health NHS Trust) of a London & South Eastern Railway to improve capacity for rail passengers; wide range of soft FM services, including cleaning, security and pest ► the DfT on the direct award and subsequent long term franchise control across several hospital sites in central London; competitive procurement project. Commercial operations on the West ► Kier Project Investments and as sponsors on the new £70m Midlands franchise agreement commenced on 10 December 2017; Neath and Port Talbot 270 bed hospital, at the time the largest PFI NHS ► the DfT in relation to the Intercity West Coast (ICWC) Franchise Direct project in Wales; Award; ► Royal Liverpool and Broadgreen University Hospitals NHS Trust on ► the DfT in relation to the Greater Anglia franchise direct award process; the new design, build, finance and operate £420m university teaching ► the DfT in relation to the direct award to London & South Eastern Railway hospital project – continuing to advise in relation to the variations required Limited of the South Eastern franchise; and to replace Carillion as both the Contractor and FM Provider the /Amey consortium on their successful bids for the O&M concessions on both and

Paul Hirst Ursula Gould Stephanie Townley Mike O'Connor Partner Legal Director Legal Director Partner 0113 209 2466 0161 934 6382 0161 934 6489 0161 934 6342 paul.hirst ursula.gould stephanie.townley michael.o'connor @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com

10-25331731-2 14 10. LIFE SCIENCES 11. TELECOMMUNICATIONS AG's Life Sciences practice comprises a large, multi-disciplinary team. We AG's data centre team is led by partners in our Real Estate and Technology advise clients from across the spectrum, from start-ups/spin-outs through to & Outsourcing teams and has a broad range of specialist data centre major multi-nationals, on a broad range of issues, ranging from raising experience. finance through to disposal, and product liability to major international Our team has acted for data centre operators and customers acquiring data disputes. centre facilities or outsourcing their data centre requirements, advising on Companies operating in the life sciences industry are consistently exposed property, construction, regulatory, commercial, technology, telecoms and to legal and regulatory changes and challenges. As such, understanding the corporate matters, including any necessary structuring. We have also advised scientific, business and political challenges facing companies operating in the investors in data centres, including on forward funding transactions. sector enables us to provide commercially relevant advice to some of the The Technology & Outsourcing team also acts on wider IT outsourcing world’s leading life sciences companies – including GlaxoSmithKline, Thermo transactions which are often on a global scale. We play a central role in Fisher and Roche Diagnostics. drafting and negotiating the contractual documentation for all aspects of the services, including the provision of data centre services and all associated telecoms solutions. AG's extensive experience includes advising: In relation to IT and data centre outsourcing, our Technology & Outsourcing ► Clinigen Group on the company's AIM listing and acquisition of IDIS; team has developed a detailed methodology to support the delivery of ► Premaitha Health plc on the acquisition of the entire issued share complex technology projects which contains modules addressing the service capital of YourGene Bioscience; scope and service levels for data centre deals. ► Alliance Medical on the restructuring of a £300m debt facility, debt for swap, share sale of a subsidiary and advice on equity arrangements to management; AG's extensive experience includes advising: ► a specialist lender on a range of matters including a CT scanner ► clients such as Rolls Royce, BUPA, Genworth Financial, Wolsley, managed service and proton beam therapy centres; Morrisons and Travelodge; ► a major pharmaceutical company on the defence of a long-running ► A FTSE 50 FMCG manufacturer on its global business transformation product liability group action in relation to an anti-depressant product; programme. Our work on this programme involved advising in relation to ► TC BioPharm Limited in relation to a fundraising in excess of £6m led multiple first generation outsourcing projects including global IT by NIPRO Corporation (Osaka, ) and the Scottish Investment infrastructure services (services provided to more than 50 jurisdictions). Bank; and These services included global data centre services; and ► a FTSE 100 global pharmaceutical company in an £85m arbitration ► PZ Cussons on the outsourcing of its global IT services, including the against a number of insurers in relation to the scope and extent of its provision of services on a global basis in relation to: Managed Network product liability coverage of third party claims arising from alleged side Services, Applications Management and Services, Client/Desktop effects of the company's products. Services, Data Centre Facilities, Server and Storage Managed Services.

Shelley McGivern Mike O'Connor Richard Goodfellow James Whittaker Partner Partner Partner Partner 0161 934 6295 0161 934 6342 0113 209 2405 0161 934 6329 shelley.mcgivern michael.o'connor richard.goodfellow james.whittaker @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com

10-25331731-2 15 12. CHARITIES LAW 13. HEALTH AND SAFETY LAW AG provide advice that is both practical and commercial to more than 100 AG's safety team possesses market-leading experience in the field of health organisations, including household names and smaller local charities, public and safety. Members of the team provide regulatory advice to many large service providers and family grant-giving bodies. national and multinational organisations in a wide range of contexts, Our dedicated Charities Group has experience of the wide variety of including: transactions and issues that charities may become involved in. These ► health & safety responsibilities; include fundraising, and advising on structure and relationships with trading ► director's duties; subsidiaries, on all aspects of taxation, and on issues of governance and ► criminal liability; and trustees' duties and responsibilities. ► corporate due . AG's expertise include: Clients receive support in their initial dealings with regulatory authorities, at ► Setting up and/or giving to charities formal interviews carried out under the Police and Criminal Evidence Act, and ► Charity governance at all stages of criminal prosecutions, right through to trial. ► Incorporation Until recently, members of the team regularly acted for the HSE in a range of ► Borrowing and disposals of land owned by charities matters, leading to prosecutions being brought against third parties in the ► Trading Crown Court and magistrates' courts. ► Charity mergers The Health and Safety team now solely act for the firm's corporate clients ► Relationships with commercial entities and for individuals on the receiving end of such prosecutions, with particular ► Cross-border charity issues experience in dealing with very serious and fatal accidents often involving ► Receivership/winding up representing clients in the Coroners' Court. ► Disputes Members of the team also act for and advise the firm's clients facing We also provide expert advice on all other areas of law that may affect prosecution or investigation by other regulatory bodies, including but not charities. These include employment, IP, real estate, litigation, construction limited to Trading Standards, Local Authorities and the Civil Aviation and contracts and competition law, among others. Authority. Many of these matters involve reputation management issues.

AG's extensive experience includes advising: AG's clients include: ► BAE Systems Pension Funds in relation to the £35m private ► Royal Mail Group placement of notes in respect of The Extracare Charitable Trust, a ► Britvic Soft Drinks Ltd Coventry-based charity which operates 4,020 mixed-tenure homes in ► Speedy Hire plc 31 retirement villages and schemes; and ► Hill and Smith Holdings plc and its subsidiaries ► a major national bank in the restructuring of its banking facilities to a ► Semperian PPP Investment Partners charitable care home group. ► Northern Lifecare trading as ubu

Pervinder Kaur Yorke Eaton Erin Shoesmith Partner Partner Partner 0113 209 2381 0113 209 2137 0161 934 6554 pervinder.kaur yorke.eaton erin.shoesmith @addleshawgoddard.com @addleshawgoddard.com @addleshawgoddard.com

10-25331731-2 16 14. TRANSPORT (NON-RAIL) The AG transport team has strong in-depth knowledge of the transport sector both nationally and internationally. The team includes a broad range of experts experienced in advising clients across the following areas: Shipping – advising ship owners, charterers and lenders on a full range of transactional issues (e.g. sale & purchase, shipbuilding contracts, ship registration and finance, and commercial contract support)

AG's extensive experience includes advising: ► Caledonian Maritime Assets Limited on a £97 million new building project for 2 dual-fuel passenger ferries; and ► a bank on the repossession, re-registration and onwards sale of a €8m mega-yacht, including contested proceedings in London and the Cayman Islands Bus – We are very active in the UK and international bus market, with experience in bus partnering matters and bus operations. AG's extensive experience includes advising: ► Merseytravel on its proposed bus alliancing arrangements with bus operators in the Liverpool City Region; and ► Government of Dubai and the Road Traffic Authority on a pilot scheme to outsource bus operations in Dubai. Freight, Ports and Terminal – We have extensive experience advising both operators and their customers in the freight, ports and terminals sectors. AG's extensive experience includes advising: ► Associated British Ports on the long term operating concessions for the Immingham Oil Terminal and Southampton Container Terminal. Airports and Airlines - We have real breadth of expertise and are genuine market leaders in the funding and delivery of infrastructure projects, which our airport clients think sets us apart. AG's extensive experience includes advising: ► Manchester Airport on its £1bn Terminal 2 transformation project; and ► Luton Airport's £200m Direct Air to Rail Transit

Paul Hirst Ursula Gould Partner Legal Director 0113 209 2466 0161 934 6382 paul.hirst ursula.gould @addleshawgoddard.com @addleshawgoddard.com

10-25331731-2 17 addleshawgoddard.com

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