Simmons & Simmons LLP Prospectus Panel Agreement RM3787 for the provision of Finance and Complex Legal Service

March 2021 v.5

STRICTLY PRIVATE AND CONFIDENTIAL

Contents

Introduction ...... 1

Managing COVID-19 Risks ...... 2

A Brexit Focus ...... 4

Projects of Exceptional Innovation & Complexity ...... 6

High Value/Complex Transactions and Disputes in Regulated Markets/Environments ...... 8

Rescue, Restructuring & Insolvency ...... 10

Investment and Asset Management ...... 12

Financial Services, Market and Competitive Regulation ...... 14

Investment and Commercial Banking ...... 16

High Value/Complex Merger & Acquisition Activity ...... 18

Asset Finance ...... 20

Corporate Finance ...... 22

Debt Capital Markets ...... 24

Equity Capital Markets ...... 26

Insurance and Reinsurance ...... 28

Credit/Bond Insurance ...... 30

International Development / Aid Funding ...... 32

International Financial Organisations ...... 34

Law of International Trade, Investment and Regulation ...... 36

Sovereign Debt Restructuring ...... 38

This Prospectus contains information that is not considered commercially sensitive for the purposes of assisting the Panel Customers in making an award. However, this information remains private and confidential and is not to be distributed beyond the Authority and Panel Customers.

Introduction We have advised HMG since mid-1980’s on some of its most complex projects. Many were without precedent, were related to nation-critical infrastructure and assets and required us to blend strategic, tactical, risk management, negotiation, advocacy, team and people management and consensus-building skills to deliver top quality legal advice in a fast-paced environment. Our experience enables us to work well under urgent time pressures and to appl by judgement in providing commercial advice, reflecting the public sector environment. Our recent work with you over the last 3 years on: the NDA Magnox settlement, the stability of financial markets (LIBOR), forming the Dementia Discovery Fund, pan-HMG sleep-in shift liabilities for the national minimum wage of hundreds of million pounds, nuclear decommissioning options and management of the £9bn Nuclear Liabilities Fund and future options for the Atomic Weapons Establishment has given our team a true insight and depth of knowledge into the wide range of current issues affecting HMG. When we work with you, we always commit to provide you with:

A team familiar with Whitehall Spotlight on our asset management & investment Our work across many HMG Departments on many funds and financial institutions expertise critical pathfinder models has given us the privilege Over two thirds of our firmwide lawyers’ work is devoted of retaining in our HMG Group a corporate memory to the asset management, investment funds and financial ranging from the early contractorisations and institutions sectors. We’re part of the industry. We work privatisations of the mid 1980/90’s in defence and rail with over 85% of the largest 50 global asset managers, (where we advised on the first defence models and the world's top 10 banks, most major hedge funds in on British Rail privatisation), to the first ever PFI Europe and the US, an array of private fund managers models, prison privatisations, strategic partnerings and some of the world’s largest institutional investors. In and business transformational projects. We have a the wake of the financial crisis and the collapse of governance specialism having acted on the Lehman Brothers, we acted for over 100 European, Asian formation of UKGI and on the governance and and US buy-side funds in disputes heard in the the UK delivery of HS2 and have advised HMG on major High Court, Court of Appeal and Supreme Court. We high value disputes. This experience means we are advise on the full range of legal, tax, capital markets and familiar with the ways of working within Whitehall, our regulatory issues in the sector. With our international lawyers provide strategic and tactical support, act as network in Europe and Asia, as well as our alliance with “critical friend”, synthesise legal risks, and leading hedge fund US law firm Seward & Kissel, we can communicate effectively to senior HMG decision- provide you under this framework with coordinated global makers and lawyers supporting stakeholder legal advice on all finance specialisms, based on our management pan-Government. wealth of expertise that positions us as acknowledged market leading experts. We actively share our knowledge, Solutions to unique issues working closely with industry associations and others. In Our ethos is to consider your vision and objectives, our collaboration with Bloomberg, we’ve delivered a then determine what we can do to support you in survey of almost 2,000 global buy-side professionals, achieving this and delivering the results and benefits providing unique insights on the future of the industry. you want. The type of work we do for you always Our immersion in the sector enables us to share this involves novel issues and we are used to and enjoy experience with you – in supporting you we will go advising you on these challenging situations. In beyond technical legal guidance, delivering rounded, advising you successfully on Magnox, we provided actionable strategic advice. robust solutions to an emerging crisis situation, under intense time pressures and political constraints and against the backdrop of an emerging crisis, legal challenge and enhanced scrutiny. A committed, experienced, senior led team that is focussed on you Our teams are right-sized for the mandate at hand, we prefer small cost-effective and efficient legal teams (working closely with Government Legal Department lawyers) as our lawyers’ experience means we integrate into your teams seamlessly, are always ready to collaborate on any aspects of the mandate, spot wider issues quickly and then draw in our experts to provide clear, on-point guidance quickly and cost effectively. We use technology in support and our service excellence framework methodology enables us to provide you with full transparency on resourcing, project planning and costs in real time.

You are a highly valued client of our firm and we look forward to supporting you on future mandates.

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Managing COVID-19 Risks We have advised HMG on crises requiring urgent intervention (eg Project Cedar). We understand HMG’s requirements and are ready to go. We are equipped with the technology and acumen to continue working seamlessly in supporting on crises and understand the practical aspects of conducting business in lockdown, eg execution of documents/witnessing of signatures. We have, or are advising the Government on all areas detailed below. We collaborate globally to provide up to date advice and business strategies to help our clients manage this crisis whilst continuing to operate and protect the health and wellbeing of their people. For our COVID-19 insights webinar series please click here. For further COVID-19 resources on the areas detailed below please click here.

Practical steps Establishing three unique COVID-19 related loan schemes in record time Employment and Pensions We advised HMG, through the BBB, on its bounce back loans scheme, the Coronavirus • Managing a workforce – ACAS good practice, statutory sick pay, holiday and business interruption loan scheme (CBILS) and Coronavirus large business interruption leave, job retention, furloughing, lay-offs and redundancies, data use, confidentiality and IT security, working from home, health and safety, loan scheme (CLBILS). All form the mainstay of HMG’s response to COVID-19, to communications and wellbeing. support businesses of all sizes across the UK. We have also advised BBB on the • Remuneration – ALBs issues eg discretionary remuneration and deferrals. establishment of the new Covid-19 related Future Fund, another of the HMT flagship • Pensions – contractors’ pension scheme deficits. economic survival initiatives, which supports innovative businesses affected by Covid-19 Managing Risks that can’t access the other government funding schemes because they are pre-revenue • Litigation risks – careful record keeping, maintaining privilege, confidentiality or pre-profit. and audit trails. Our work was particularly innovative and complex due to the design, size and speed • Insolvency risk and financial reporting – financial reporting, implementation of with which the schemes needed to be launched. It is extremely rare for HMG to give a contingency plans, managing supply chains and meeting regulatory obligations. 100% guarantee and it had never before been done on this scale. As all the risk is being Guiding directors on their duties to take account of creditors’ interests. taken on by HMG, it raised issues around moral hazard and how to manage that risk as • Emergency support – see case study opposite. well as how to control the way in which the banks issuing the loans behave, to avoid Governance putting undue risk on HMG. Additionally, for the bounce back loans scheme, the law had • Boards duties – helping directors manage the crisis and prepare for after the to be changed to make the schemes work within the required timeframes. crisis. • Data protection – continuing to comply with data protection requirements in the For the bounce back loan scheme, the policy objective was to deliver loans within 24 face of issues such as: working from home; collecting health data in relation to hours to hundreds of thousands of borrowers while protective HMG against the COVID-19 from employees; and sharing data for public health purposes. associated risk. The time from initial instruction to launch was just 10 days. This required • Fraud – minimising the likely increase in fraud and corruption from external and us to work alongside BBB (who structured and designed the loans) and effectively internal sources by putting in place measures to continue a strong and resilient become part of their internal team to streamline information flows and ensure we played control environment. an active role in the discussion and planning at all stages. We also worked closely with Impact on contracts BEIS and HMT. It was important that we maintained a small core team with full • Force Majeure clauses – analysing impact of force majeure clauses on major knowledge of every part of our work. But we were able to scale the team very quickly to Government contracts and supply chain contracts. Use of step in and termination handle the administrative processes generated from the detailed negotiations. rights, and delay and additional costs claims. • Business continuity – business continuity, resilience and disaster recovery for All schemes successfully launched within the timeframes announced by the Chancellor Government contracting (ALBs), supply chains, contractors and for bodies and (as at 28 January 2021): providing support to the economy.  Bounce back scheme has lent more than £44.74bn via more than 1.4m loans • Due diligence / audit / monitoring – how to do this robustly using virtual  CBILS has lent more than £20.84bn via almost 87k loans solutions. • Contracting – sourcing PPE, vaccines research, testing and digital health  CLBILS has lent more than £5.14bn via more than 650 loans solutions.  Future Fund has lent more than £1bn via more than 1,000 loans 2

We have been reacting quickly to the challenges created by the current period of global uncertainty to ensure we are providing up to date advice and strategies on to tackling this crisis. Our teams have been putting together a Simmons & Simmons COVID-19 webinar series and other resources, meaning that we already have a bank of insights and knowledge ready to combine with our experience of your legal issues to help support you through this period.

Employment and Pensions Governance

• Our webinar on managing your workforce in challenging times can be • Our webinar on the impact on directors duties and corporate found here. governance can be found here. • Our webinar Q&A for UK employers can be found here. • Our 10 corporate governance points for UK directors can be found here. • Our article highlighting the key considerations for employers in the UK • Our article on the possible data protection issues around collecting in relation to COVID-19 can be found here. employee health data can be found here. • Our article on the postponement of IR35 reforms can be found here. • Our article on Fraud in the time of COVID can be found here. • Our summary of the ACAS guidance for COVID-19 can be found here. • Our practical analysis of the UK GOV Job Retention Scheme can be found here. • Our article on bonus adjustments in light of COVID-19 can be Impact on contracts

found here.  Our article on the impact of COVID-19 on business contracts can be • Our Opportunities to save on UK pensions costs during the found here. COVID-19 crisis can be found here.  Our webinar giving practical guidance on the close-out of contracts can be found here.  Our webinar on supply chain and vendor management contracts can be found here. Managing Risks

• Our webinar on litigation risks can be found here. • Our article COVID-19 impact: Managing Insolvency Risk and Financial Reporting can be found here.

The ‘new normal’ from our point of view • Our article Changes to UK insolvency law to protect companies impacted by COVID-19 can be found here. • In our series of vlogs our people across the globe have been sharing how they’re adapting to the new COVID-19 environment and share tips such as how to optimise your team for remote working here.

Practicalities

• Our article on remote working , signing legal documents using e-signatures can be found here.

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A Brexit Focus

What we do: We have been a leading advisor on Brexit to Financial Institutions, Asset Managers and Investment Funds, and companies in the Healthcare and Life Science and Technology sectors. Our expertise in advising on novel and complex issues makes us adaptable to supporting our clients through the UK’s departure from the EU at each stage where the different business strategies of our clients require innovative approaches, regulatory excellence and solution focussed legal advisors. We have provided strategic and regulatory advice and our market leading experts have been continuously sought after by clients for their insights and practical guidance. Our online Brexit toolkit has been introduced to over 100 clients to help with their Brexit projects. We are also engaged with the industry and government giving us great insight into the issues that the sector is facing and the approaches that are being developed. Looking ahead, we are working with clients to look at ways in which business (especially the financial services industry) can advocate better trade deal outcomes in 2020 and 2021. What we’ve done Much of our work is confidential, but it includes advising: Ņ Invesco in relation to a reorganisation of its cross- Ņ A global insurance company, coordinating Brexit border management company functions such that its planning advice on employee implications of a re- French management company merged with its domestication of the service company to a new Luxembourg management company requiring also European jurisdiction across 12 locations in Europe, the conversion of its EU-27 branch network and the Middle East and Asia. resulting transfer of business and employees. Work involved a cross-border team from our Paris, Ņ A multinational investment bank on the Luxembourg and London offices across practice establishment and operation of a regulated multi- areas but primarily corporate, financial services and lateral trading facility. employment Ņ A number of leading asset managers on the impact Ņ Jupiter in relation to a reorganisation of its cross- of Brexit on their businesses and on post-Brexit border management company functions such that strategic analysis the business of its UK management company was Ņ Banking clients on obtaining authorisations to transferred to a new Luxembourg management establish their businesses across Europe and company requiring also the conversion of its EU-27 advising on the regulatory implications. branch network and resulting transfer of business and employees. Work involved a cross-border team Ņ GSK on multiple complex multi-stakeholder projects from our Paris, Milan, Madrid and London offices funded under the EU Innovative Medicines Initiative across practice areas but primarily corporate, and Horizon 2020, including on the impact of Brexit financial services and employment. Ņ A well-known Winery on its trade mark portfolio Ņ First State Investments in relation a highly complex and strategy in light of Brexit. scheme of arrangement to effectively “split” the Ņ On passporting and equivalence for financial ownership of shares in its UK fund range such that services businesses and access to the EU all non-UK investors had their holdings converted markets. into shares in a new equivalent range of funds established in Ireland. Work involved input primarily Ņ On business restructurings and migration of from our London-based asset management / businesses from the UK to the EU. financial services and tax teams. Ņ On the implications of Brexit for UK litigation and Ņ Major commodity trading houses on the dispute resolution and on both direct and indirect implementation of Brexit contingency planning for taxes cross jurisdictional structured commodity derivative transactions and establishing EU27 hubs.

Thought leadership and client tools We are also involved with industry bodies reviewing emerging issues where our input looks forward to life after transition as well as providing Board level thought leadership and tools to assist our clients. Key examples include: Ņ EU View – a tool which helps financial services clients understand the dos and don’ts of doing business with the EU27 post-Brexit

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Ņ Brexit enforcement toolkit - an interactive resource that allows clients to see what the process for enforcing judgments across borders will be in five key European jurisdictions: France, Germany, Italy, the Netherlands and the UK. Ņ Our regular “insights” videos on topics such as the FTA, planning for no deal, life as a third country including onshoring Statutory Instruments. Ņ Round table C-Suite discussions with thought leaders including Sir Jonathan Hill and Sir Ivan Rogers. Ņ Market response and potential scenario analyses, including “flash notes” providing real time updates on Brexit developments and the related implications for business and financial markets. Ņ Our passion for innovation around Brexit is demonstrated through our client tools: • Disputes Aviator tool which enables users to consider in an efficient and cost-effective way key circumstantial factors which may affect the enforceability of jurisdiction and governing clauses post Brexit • navigator: registrations which helps clients to manage and maintain cross-border registrations • Trading Venue Reviewer, an online tool where we review and summarise key documentation of Trading Venues (Regulated Markets, MTF and OTFs). The tool contains a Brexit module which includes those new venues which UK operators are setting up in the EU27. The team Almost all of our lawyeers have been involved in Brexit-related work since the referendum in 2016. The below highlights just some of those who have an specific focus in this space: Catherine Weeks leads navigator: registrations - our cost-effective, reliable and user-friendly service to manage and maintain cross border registrations.

Charlotte Stalin is the Head of our Financial Institutions sector and has been instrumental in the development of our Brexit toolkit. She has also led a series of client insight calls to provide regular and timely updates on Brexit developments.

Ed Crosse is a disputes resolution partner and Council member of the City branch of the Law Society – a role he was motivated to take on by the need for solicitors to meet the challenges of Brexit but also to seize the opportunities that it presents.

Lizzie Williams is a disputes resolution partner who developed our award-winning online risk management tool, Disputes Aviator, to help clients map risks associated with jurisdiction, governing law and enforcement of judgments post-Brexit

Kevin Mooney is Chairman of the Committee drafting the UPC’s Rules of Procedure and was one of only three solicitors invited to give evidence to the House of Lords EU Justice Sub-Committee’s inquiry on the impact of Brexit on the unitary patent and the Unified Patent Court. This new system and international court represent the biggest development in patent law in the last 40 years. Michael Burdon is the current Chairman of the Intellectual Property Lawyers’ Association, which has been particularly active in the Brexit debate providing the UK Government with thought leadership papers on the effect of Brexit on rightsholders as well as being one of the stakeholders instructing Richard Gordon QC of Brick Court Chambers to provide an Opinion on whether the UK could continue to participate in the UPC. Awards Most Innovative Use of Technology (for Disputes Aviator) - The Lawyer Awards 2017 Stand out piece of technology (Disputes Aviator) - FT Innovative Lawyers Awards 2018.

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Projects of Exceptional Innovation & Complexity

What we do: We have over 35 years’ experience of acting for 10 central Government departments on a total of over 50 major transactions with a combined value of over £100bn. We are proud to act for Government at the highest level. We focus on helping our Government clients as they turn policies and objectives into contracts and deliver transformative projects. Bringing these projects to a successful conclusion is what we are particularly known for. Our strength is in the effective management of all stakeholders and obtaining buy-in at every stage throughout the process. We are used to working for Government clients as part of an integrated, multi-disciplinary team. What we’ve done Ņ BBB on the establishment of three unique COVID- • sale of its trading fund, the Defence Support 19 related loan schemes in record time; and the Group, the main provider of maintenance, repair establishment of the £2.5bn ‘patient capital’ vehicle and overhaul services of Army vehicles to MOD employing approximately 2,400 civilian staff, and Ņ BEIS on the £9bn Nuclear Liabilities Fund and a major and complex service provision contract decommissioning 8 nuclear sites operated by EDF • Future Strategic Tanker Aircraft project now Ņ UKGI in respect of their shareholder representative known as “Voyager” (signed in 2008), which was relationship with Post Office Limited also the largest PFI project ever signed in the Ņ MOD on the defence sector and globally. We have continued to advise on multiple variations to this project, • strategic options for the £25bn contract for the including to the current date management and operations of the Atomic Weapons Establishment Ņ the DERA PPP which led to QinetiQ and the first Government IPO for over a decade • Joint Services Command Staff College long term PFI contract for training Ņ The Hogg Tendering Advisory Committee for LIBOR (London Interbank Offered Rate), working • UKFTS UK Military Flying Training System PPP alongside Treasury Legal Advisers. The programme combining flying training for the Committee, with Simmons & Simmons’ advice, Army, Royal Navy, and RAF enabled LIBOR’s credibility to be restored Kinds and volume of clients Approximate deal number per year: 100+ Clients include: central governement departments, the world’s top ten banks, the top ten investment banks and many of the private wealth arms of the world’s largest financial institutions, HSBC, Shawbrook Bank, Macquarie Group Limited, LendInvest, US Bank, Skandinaviska Enskilda Banken (SEB), Danske Bank. The team Market leading experts Juliet Reingold Richard Dyton T +442078254397 T. +442078254203 E.juliet.reingold E. richard.dyton @simmons-simmons.com @simmons-simmons.com Cara Sykes T. +442078252078 E. cara.sykes @simmons-simmons.com

Number of staff Awards

Partner Senior Solicitor Solicitor Paralegal/ Most Innovative Use of Technology – 6 yrs+ trainee The Lawyer Awards 2017 and 2018. 12 15 30 3 Standout Piece of Technology (Disputes Aviator) - Financial Times Innovative Lawyers Awards 2018.

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Case study We are currently advising BEIS on the £9bn Nuclear Liabilities Fund (“NLF”) and decommissioning options for 8 nuclear power stations owned and operated by EDF. Our work involves:  complex strategic, tactical and legal advice on the commercial arrangements and existing suite of agreements that govern the UK’s nuclear AGR decommissioning programme based on the prior 2004 British Energy Restructuring;  extensive negotiations with EDF, the current owner and operator, on revised commercial arrangements for decommissioning including on the exercise by Secretary of State of an Option to Decommission and on incentivisation arrangements for EDF to conduct defueling at an acceptable value for money cost to the UK Government and to deliver seamless transfer of the infrastructure to the Nuclear Decommissioning Authority (NDA) estate;  the introduction of NDA as proposed purchaser and future owner of the power stations after end of generation and defueling to be responsible for decommissioning; and  consideration of issues affecting the management of the £9bn Nuclear Liabilities Fund itself involving extensive engagement with the Fund Trustees. Our work is highly complex and requires us to develop solutions to a range of entirely novel issues that must aim to: maintain the current risk balance between the UK Government and EDF, ensure continuing compliance with prior state aid clearances and public procurement rules, not introduce public law risks or the risk of challenge, provide seamless transfer of the infrastructure at reduced cost; and respect the myriad of relationships, interfaces and rights, based on the historical asset transfer from British Energy to EDF, all set within a highly regulated nuclear environment. This is a project of exceptional innovation and complexity. Key features are:  Key stakeholders involved include BEIS, NDA, NLF and EDF, all of whom have separate legal representation and their own Board mandates to deliver to. Our advice has, therefore, been set against a backdrop of: nation-critical infrastructure, impacts on ongoing private sector commercial businesses, management of people and supply chains, multiple stakeholders, and the need to assess options and alternative arrangements at speed with the output of delivering robust legal recommendations to support effective HMG decision-making. Negotiating in a multi-party environment is, therefore, highly complex and as the central legal advisors to HMG, we have had to demonstrate innovative thinking to create solutions to issues that are acceptable to all parties, such as motivating good supply chain behaviours and mitigating HMG risks.  To maintain a high quality and responsive service, our deep HMG experience has enabled us to blend strategic, tactical, risk management, negotiation, team and consensus-building skills.  We have synthesised legal risks, communicated effectively to senior HMG decision-makers, drafting papers and reports in business style with clear recommendations.  We have supported the project team and GLD senior lawyers presenting outcomes at Commercial Assurance, Steering Group level meetings.  Governance has been a key element particularly relating to the future role of NDA. We have advised on governance models, risk management, accountability, aiming to strike the right balance between oversight not interference.  Our advice has been conducted through an HMG scrutiny lens, cognizant of PAC/NAO scrutiny and Accounting Officer responsibilities.  Our advice on the complex Nuclear Liabilities Funding Agreement has required innovative solutions spanning the: (1) change control procedures; (2) decommissioning activity and cost review process; (3) payment mechanism; (4) an incentivisation regime containing both gain and pain provisions in order to encourage efficient decommissioning of the power stations; (5) the development of complex new regimes that will govern contractual relationships and cooperation going forwards; and (6) an alignment of the nuclear liabilities fund trust arrangements with the revised commercial arrangements.  We have analysed the proposed arrangements in the context of state aid and public procurement laws; we have advised BEIS on how to navigate these laws, producing detailed advice papers and innovative suggestions as to how the principles should be framed in order to remain in compliance.

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High Value/Complex Transactions and Disputes in Regulated Markets/Environments

What we do: We regularly advise HMG on high value or complex transactions and disputes in regulated markets, including on government sales of assets, innovative and high profile fund-raising initiatives, managing termination and exit arrangements (often with a public procurement angle) and complex dispute and settlement strategies and processes to best manage HMG risk. We combine our understanding of HMG and its needs with our experiences working on some of the most complex and high value litigation of recent years. What we’ve done Ņ Ongoing advice to MOD on the £multi-bn Voyager about by an Indian multinational alleging breaches of project including substantial asset finance and the India-Indonesia bilateral investment treaty. leasing elements. One of the largest and most Ņ Grant Thornton in successfully defending two complex European procurement projects. cases, (over £2bn combined), brought by Robert Ņ DH on the design/delivery of Dementia Discovery and Vincent Tchenguiz and alleging conspiracy with Fund, the world’s first VC fund for innovative pre- the SFO on an investigation against them into their clinical research into curing and treating dementia roles in the collapse of Kaupthing Bank. One of The Lawyer’s ‘Top 20 Cases of 2018’. Ņ MOD on the sale of Defence Support Group and on the Logistic Commodities & Services Transformation Ņ Major investment bank in defending a £1.6bn project, involving procurement of all non-explosive claim. The high profile ten-week trial, much of which commodity items, inventory management and took place during the COVID-19 lockdown, was the storage and distribution of such items across MOD. first major Commercial Court trial to be conducted on a “hybrid” basis, involving live witness evidence Ņ The Oil and Gas Climate Initiative, a collaborative but with strict limits on attendance in person and investment fund, which made a $1bn investment much of the team participating remotely. over ten years, for the commercial deployment of innovative low emissions technologies. Ņ Created the Human Rights Defenders Toolbox for pro bono client Peace Brigades International. It is Ņ NDA on its litigation strategy post the ES High Court the first centralised online resource, available in judgment involving sophisticated procurement law English and Spanish, that provides essential legal advice, litigation and contractual advice guidance to local lawyers seeking to defend human Ņ BBB on the Coronavirus business interruption loan rights in (mainly) developing countries. and bounce back loan schemes where scheme Ņ Created a market leading Litigation Budgeting facilities are the subject of a fraud by the borrower. Product to help our clients estimate their costs to Our drafting of contractual documentation for these trial more efficiently and accurately. The tool is a schemes left us well placed to advise on these risks. model based on data generated by the team’s Ņ Government of the Republic of Indonesia on a shared litigation experience, and was developed in successful investment treaty arbitration bought conjunction with Masters, the costs draughtsmen. Kinds and volume of clients Approximate deal number per year: The litigation team deals with >100 high-value matters at any given time. Clients include: international Governments/Government departments, leading investment and retail banks, asset managers, TMT clients, utility and energy companies, professional services firms and high net worth individuals. The team Market leading experts Jayne Bentham Chris Owen T +442078254380 T +442078254118 E.jayne.bentham E.chris.owen @simmons-simmons.com @simmons-simmons.com Juliet Reingold T +442078254397 E.juliet.reingold @simmons-simmons.com

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Number of staff Awards

Partner Senior Solicitor Solicitor Paralegal/ Commercial Litigation Team of the 6 yrs+ trainee Year - Legal Business awards 2019 32 18 60 17 Litigation Team of the Year - Lawyer Awards 2019 Case study Nuclear Decommissioning Authority and HMG We advised NDA (commercial team, Executive and Board) and HMG (involving multiple Government stakeholders involved due to the political sensitivities - Cabinet Office, HMT, UKGI, IPA and BEIS, and many of those operated at the most senior level in HMG including Cabinet/Ministers, Permanent Secretaries and CEOs) on four related mandates involving the management and decommissioning of 12 Magnox sites: (1) ES/Bechtel Litigation/Settlement; (2) Magnox Contract “consolidation”, (3) options for the Magnox contracts (set against a major procurement challenge), and (4) renegotiation/termination of the Magnox Contracts with Cavendish Fluor Partnership for step back in to the Magnox business by NDA. Key legal aspects were novel and without precedent. Through implementing our recommended option, the outcomes of our Magnox advice enabled NDA to (1) satisfy a rigorous NDA and HMG approvals process to settle litigation claims from ES and Bechtel substantially below the amount claimed in proceedings - saving the taxpayer around £400m; (2) avoid crystallisation of an unacceptable level of procurement risk - the possible consequences of a successful challenge being damages, fines and a court order ending or shortening the contract; and (3) ensure the paramount objective of continued co-operation from CFP to act diligently during termination maintaining operational safety, an intact supply chain and deliver a seamless transition of the decommissioning assets and business to NDA via appropriate incentivisation.  Magnox was a major complex project involving complicated legal agreements and many strands requiring inter-related legal support (strategy, policy, politics, commercial, financial, risk, technical, legal). The decisions made would be the subject of very strict public scrutiny and our advice recognised this in its robustness and rigorous analysis of all underlying elements. We advised on the critical inter-play between the four workstreams and the impacts of a decision of one workstream on the other.  The contracts we advised on were complex long-term high value, so we understand the regulatory and commercial risks involved in long term services contracts such as PFI’s. We developed revised incentivisation mechanisms, change control procedures and transition arrangements to reflect the commercial context. Our advice covered changes in the risk profile: procurement, state aid and litigation. These are the types of issues that could arise on HMG’s wider supply chain contracts.  Our deep understanding of the assessment of risk and risk allocation was critical to identify the nature, complexity and interconnectivity of risks eg the risks of a future strategy for the existing contract litigation, risks of settling existing claims, unknown claims from other unsuccessful bidders. To enable measured judgements that considered all relevant factors on their merits, we analysed a wide range of potential scenarios and made balanced assessments of legal risk. Our approach to risk assessment presented options visually and methodically, identifying: (1) key characteristics; (2) strengths and weaknesses, risk factors and risk mitigation/avoidance measures, using a colour coding/traffic light system; (3) appraising prospects of success.  Counter-parties were international contractors. We understand the sensitivities and motivations of an incumbent (possibly intransigent) contractor under pressure. We orchestrated a robust negotiation and operational process to deal with intransigence type issues to support the ongoing day-to-day relationship with CFP.  We wrote reports for HMG stakeholders almost every week, updating advice on legal issues designed to support swift HMG decision-making - crucial to a successful outcome. Promptly answered questions from senior HMG stakeholders, in many cases within the hour, as matters were very fast moving and often set against political issues. We worked closely with BEIS and NDA lawyers (as well as up to seven QC’s and other law firms).  Due to the complexity of this project, the critical commercial arrangements at stake meant we needed to negotiate the optimal position for NDA and HMG that represented value for money (VfM) and could withstand public scrutiny. Our options analysis blended an assessment of commercial issues with risk, financial, VfM, public law, public procurement, governance, company law, state aid, nuclear industry knowledge and government accounting.

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Rescue, Restructuring & Insolvency

What we do: We provide reliable advice on all aspects of rescues, reconstructions, receiverships, administration, liquidations, distressed debt and international insolvencies. Our experienced team is able to bring an analysis of the available restructuring options from the standpoint of all of stakeholders. This is invaluable, not just in identifying HMG’s options and risks but also seeking to understand the likely actions of other stakeholders over whom HMG may have little or no control. We focus our advice on practical ways to support the outsourcing contractor in the short term in return for contractual variations to enable better protection for our clients in the event of a corporate failure in the future. Our direct experience of such an approach, which may carry some political risk, will be relevant to HMG in the coming months due to COVID-19. We’ve developed a free International Restructuring and Insolvency Tool to support enhanced decision making on global restructuring and insolvency issues, enabling direct comparison of key considerations with another jurisdiction. What we’ve done Ņ Record Shop 2 Limited (in liquidation) (formerly Ņ Credit Veritas USA LLC (US petitioning creditor) HMV Music (in liquidation)), HMV Ireland Ltd (in and its subsequent liquidators on winding up of receivership) and HMV Guernsey Limited (in highly speculative mining company, Astra administration) on settlement negotiations with each Resources Limited. Also advised on Australian court of MasterCard and Visa in relation to existing proceedings brought against the company and three litigation. The existing litigation concerned whether of its former directors by the Australian Securities fees charged by MasterCard and Visa for their credit and Investment Commission, and the liquidators’ and debit card transactions in the relevant period, successful application for recognition of the English and in the relevant territories were tortiously anti- liquidation in Australia. competitive in breach of UK, Irish and EU competition law; and if so by how much. We advised Ņ Deloitte as joint liquidators of UK Secured Finance on strategy and documentation to achieve a Fund PLC on their investigations into its operation. successful settlement and ultimately on the Consideration of differences between the proposed discontinuance of these claims by the HMV funds flow described in the offering document and Companies against both MasterCard and Visa. funds flow in practice; analysis of complex arrangements assigning the benefit of relevant loans and security and validity of the same; and review of a claim filed by the Fund against its manager Kinds and volume of clients Approximate deal number per year: 40+ Clients include: the world’s top ten banks, the top ten investment banks and many private wealth arms of the world’s largest financial institutions, Deloitte LLP, Avenue Capital, Grant Thornton UK LLP, Credit Veritas USA LLC, Attestor Capital, The Carlyle Group, Bolton Wanderers FC, GHG Property Group, Fidor Bank AG. The team Market leading experts Peter Manning Ross Miller T. +442078254337 T. +442078253292 E. peter.manning E. ross.miller @simmons-simmons.com @simmons-simmons.com

Number of staff Awards

Partner Senior Solicitor Solicitor Paralegal/ Commercial Litigation Team of the 6 yrs+ trainee Year - Legal Business awards 2019 7 4 9 2 Litigation Team of the Year - Lawyer Awards 2019

10

Case study Emergency loan to Celsa Steel (UK) Ltd) We advised the UK Government on an emergency loan to Celsa Steel (UK) Ltd as part of a multi-party agreement to safeguard a key supplier to the UK construction industry and secure more than 1,000 jobs. As part of the loan the company must meet a series of legally-binding conditions, which include commitments to protect jobs, climate change and net zero targets, improved corporate governance, such as restraints on executive pay and bonuses, and tax compliance obligations. This required our team to work on a highly complex matter to a very tight timeline, while ensuring HMG had a clear exit strategy. We also worked with HMG to meet certain policy requirements, which the borrowers were expected to agree to as a condition to the advancement of funds. Corporate restructuring/administrations of Johnston Press PLC and Debenhams PLC Both transactions involved use of administration and related corporate restructuring techniques to enable core business functions to continue uninterrupted whilst certain key liabilities were left behind in group companies which became subject to formal insolvency processes. For Johnston Press we deployed a multi-disciplinary team advising the board of directors of the new holding company (which was to be owned by Johnston Press’ lenders) for the business. On Debenhams we advised the directors of the publicly listed parent in the run up to its administration and the sale of its business and subsidiaries, again to a lender owned vehicle. Both cases involved many stakeholders and were played out in the public arena. Key skills deployed were establishing what restructuring options were available, analysing the legal and practical risks attached to those options, and the reputational fallout from selecting any particular option, whilst focusing all of the time on continuity of operation on a practical level. Often the choice of a particular option did not lie with our client, so it was particularly important to anticipate how other stakeholders might react. We also advised on legal/litigation risks but particularly in terms of anticipating any legitimate threats that may be made to other stakeholders and how they may respond. Avenue Capital on the acquisition, turnaround and sale of its ACSRE student real estate platform This transaction required strength in depth across a range of our areas of capability. By the conclusion, more than 100 lawyers had been involved over three years, including our Real Estate, Corporate, Tax, Capital Markets, Construction, Commercial, Employment, Incentives and Competition teams. We have advised on: Ņ initial acquisition of student accommodation from KPMG as administrators of Opal Property Group properties; Ņ renegotiation of key business contracts and the establishment of the ACSRE platform, including the employment and incentivisation of a new management team; Ņ acquisition of a further five separate “bolt on” transactions, growing the portfolio to over 6,000 UK beds; Ņ refinancing of the portfolio through the issue of a £107m portable bond; subsequently tapped for a further £30m; Ņ financing, construction and development of a brand new student accommodation property in Newcastle; Ņ impact of the insolvency of a key contractor; and Ņ sale of the ACSRE platform to Brookfield Property Partners. The transaction also involved a number of unusual features: Ņ Refinancing of the portfolio was achieved through the issue of an innovative bond structure, which was adapted from CMBS technology to meet Avenue’s commercial objectives. The bond provided ACSRE with far more flexibility than a traditional bank facility. ACSRE was permitted to tap the bond on an expedited basis to finance the growth of its platform through funding of future acquisitions. The bond was also structured to be fully portable, to allow maximum flexibility for any future acquirer of the ACSRE business in the event of an Avenue exit. Ņ Sale was completed using a comprehensive and unusual warranty & indemnity insurance package to facilitate the swift return of funds to Avenue’s investors notwithstanding a number of complications, including an extended period of trading between exchange and completion to facilitate acquisition financing. We managed a large deal team working closely together to provide a seamless service. Close coordination was also required to manage relationships with JLL (Property advisers), PwC (tax and financial advisers) and Arendt, (Luxembourg advisors) so that all advice was provided in a coordinated manner under significant time pressure.

11

Investment and Asset Management

What we do: We advise investment/asset managers and institutional investors across the entire private/alternative funds space, covering both hedge funds and funds focussing on illiquid asset classes such as private equity, real estate, infrastructure (including energy, clean-tech and renewables) as well as credit funds of all types. We also cover fund of funds structures and listed funds. Our full-service offering includes advising on the formation of new asset management businesses, the structuring and formation of funds and other investment structures and arrangements such as managed accounts. We are experts on all relevant tax and regulatory issues, as well as disputes and all other operational matters affecting investment/asset managers. Acting for some of the world’s largest investors, we regularly review the terms of participation in investment arrangements, advising on legal risk and negotiating primary documentation and side letters, as well as other matters relating to legacy portfolios, (eg secondary sales). What we’ve done Ņ BBB on a range of investments in UK and other Ņ Rabobank on the €180m Facilities Agreement with equity and debt funds focused on venture and SMEs the Amvest Development Fund, consisting of term loan, working capital and bank guarantee facilities. Ņ BT Pension Scheme on investments in pooled funds and managed accounts, seeding deals and Ņ BlackRock, Inc., on its $1.3bn acquisition of eFront bespoke mandates. (excluding settlement of eFront’s outstanding debt) Ņ Cambridge Associates and their UK pension fund Ņ Islamic Development Bank on its participation in clients on proposed investments in private equity certain private fund investments. and infrastructure funds, as well as the structuring and formation of bespoke single-investor vehicles. Ņ National Treasury Management of Ireland on investments in two venture capital funds Ņ EIF on closed-end fund participations in PE and debt funds focused on European SMEs, co-investment Ņ Cancer Research UK, on a collaboration with SV arrangements and their first major disposal of Health Investors (SV) and related intellectual multiple fund interests in the secondary market. property access arrangements Ņ EIB on closed-end fund participations, including investments in renewable energy and Africa. Kinds and volume of clients Approximate deal number per year: 500+ Clients include: British Business Bank, European Investment Fund, European Bank for Reconstruction and Development, Vespa Capital, Funding Circle SME Income Fund, NextEnergy Solar Fund, Chenavari Credit Partners, Whitehelm Capital, Resonance Asset Management, BT Pension Scheme, World Economic Forum, Henderson Global Investors, Jabre Capital Partners, Brevan Howard, Capula Investment Management, Legg Mason Investment Funds Limite, Schroders, GSA Capital Partners, M&G Investments; Lansdowne Partners and Adelphi Capital The team Market leading experts Richard Perry Arthur Stewart T. +442078254310 T. +442078253800 E. richard.perry E. arthur.stewart @simmons-simmons.com @simmons-simmons.com Andrew Petry Darren Fox T. +442078254012 T. +442078254069 E. andrew.petry E. darren.fox @simmons-simmons.com @simmons-simmons.com Joanna Williams T. +442078254965 E. joanna.williams @simmons-simmons.com

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Number of staff Awards

Partner Senior Solicitor Solicitor Paralegal/ Best onshore law firm – HFM 6 yrs+ trainee European Service Awards 2020 95 25 40 7 Firm Specialism of the Year (Hedge Funds) – Legal 500 UK Awards 2019 Case study Dementia Discovery Fund (DDF) We advised DH on the design/delivery of the global DDF, the world’s first venture capital fund for innovative pre-clinical research into curing and treating dementia. Six global pharmaceutical companies and the charity Alzheimer’s Research UK (ARUK) are DH’s collaborators. DH, JP Morgan, the Cabinet Office, Simmons and GLD developed a fund structure to increase capital commitment to dementia research; lower the risk of investment; and engage world class drug development expertise. The innovative fund uses venture capital principles to generate socially positive financing to deliver innovative assets, new dementia treatments in the pre-clinical phases of research and great benefit for the UK: a treatment delaying dementia’s onset by 5 years could reduce cases by c33% and the economic cost by 36% (c£21bn by 2050). We deployed a senior team with in-depth experience in asset management. life sciences research and development, and working for HMG. We devised a process and timetable to meet DH’s complex objectives, deliver easily acceptable agreements, and sustain collaboration by balancing unique interests. Our innovative approach held off on document drafting until stakeholders reached consensus on key issues, but kept to tight timescales. We managed issues first by challenging key assumptions, then frequently updating them as the fund structure was decided. In developing the legal documents, we took unconventional objectives and converted them to succinct commercially viable principles; then to legally robust documents which we justified to the various stakeholders. We provided options for a limited partnership (LP) venture capital fund structure. The benefits were acceptability to investors; using the IM to identify, select and make dementia investments (rather than creating an in-house team among investors); and forming a Scientific Advisory Board so the investors’ scientists could collaborate. Critically, we adapted this structure to enable R&D investment in an urgent social need with limited commercial benefit. Instructed in December, we developed a fund structure in time to obtain conceptual support from pharma CEOs (mid- January), with support from DH, HMT, No 10, Cabinet Office, and, by (mid-February), in principle support from 6 global pharmas and ARUK for detailed Heads of Terms, while combining comments from 8 investors, across time zones for the fund to be announced at a 60+ country WHO conference in March. We developed a legally acceptable way for various public commitments to be made at crucial intervals through Heads of Terms and, when the state aids market economy investor principle required a public open call for other investors, we designed a process that filtered suitable investors. The outcome avoided legal challenges, protected public money by offering a financial services authorised IM (giving regulatory protection for all investors) and customising DH’s veto on public interest protections to prevent undesirable investors. The fund was also onshore to protect UK taxpayer interests. Applying the market economy investor principle and using an open call procedure, the DH investment avoided an EU state aid clearance (and consequent delay of months). Our solution allowed every participant to maximise their contribution with investors offering their heads of R&D via the Advisory Board, while the IM filters opportunities for projects for investment. Setting up British Patient Capital (BPC) and advising on the subsequent sale of 20% of BCP’s fund interests to the Nuclear Liabilities Fund (NLF)

BBB had a clear public policy objective to set up BPC as a standalone entity. Although the objective was clear, the method of execution was not. Our team enabled BBB to achieve its objective by designing the entire execution plan from scratch (structuring, formation and transfer stages) and successfully implementing it. This included fundamental advice around structuring of all the transactions (including entity selection and detailed consideration of regulatory aspects) as well as arranging a significant number of LP interest transfers through a very efficient process. The public policy objective of transferring a portion of the BBB investment portfolio to the newly created BPC entity was successfully achieved as a direct result of our advice.

Having established the core BPC business, we then acted on the structuring and implementation of “managed account” arrangements with NLF, again furthering BBB’s commercial objectives. This required specialist expert advice on applicable regulatory requirements, and consideration of possible future proposals for BPC’s activities.

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Financial Services, Market and Competitive Regulation

What we do: We work with seven of the world’s top 10 banks and regularly advise many of the private wealth arms of the world’s largest financial institutions. As a leading international financial services regulatory practice we have extensive experience in all aspects of financial regulation, restructuring and corporate issues. Our regulatory group regularly advises our asset management and other financial institution clients and industry bodies on regulatory matters and the implications of proposed legislative changes relevant to the sector. We work closely with financial institutions and, as such, have a good understanding of key issues of relevance to you. We advise on all aspects of EU and UK competition law, including merger control, abuse of dominance, anti- competitive agreements, investigations and other antitrust issues. We also have significant broad regulatory experience, advising governments and regulatory bodies as well as regulated companies. We regularly work with the European Commission and other institutions and our lawyers have a detailed understanding of general EU law and how the UK’s legal system interacts with EU law. What we’ve done Ņ financial institutions on regulatory reform and the Ņ financial institutions on the provision of financial implications of various European Directives (such as services and offering of financial products across EMIR, the Prospectus Directive, MiFID) including the world involving licensing, marketing and selling implementation of the relevant relevant regulatory restrictions on a number of products. provisions across the institution. We are currently leading 3 MIFID2 projects for major financial Ņ working with a number of trade associations to institutions involving co-ordinating advice across clarify areas of legal uncertainty at a UK and EU several hundred desks, the global legal and Level including most recently on MIFID2, product compliance teams, the business and project teams. governance, investor protection, MAR and EU These projects last over a period of 2 to 3 years up Benchmarks. to the implementation of MIFID2 and involve an Ņ Weather Xchange on the regulatory and other embedding of our team into all business areas of the aspects of the establishment of Weather Xchange, client. a joint venture between the UK Meteorological Ņ financial institutions on product regulation and, in Office and two prominent City brokers, as the first particular, on the impact of RDR and the UK Product brokerage house dealing exclusively in the Governance regime on retail structured products European weather derivatives market and the changing landscape on OTC derivatives clearing Kinds and volume of clients Approximate deal number per year: 1,000+ Clients include: Santander, Allianz Global Investors, BNP Paribas, Royal Bank of Canada, Standard Bank, Jefferies, Scotiabank, Schroders, State Street Global Advisors and Prudential Financial. The team Market leading experts Penny Miller Alex Ainley T. +442078253532 T. +442078254248 E. penny.miller E. alex.ainley @simmons-simmons.com @simmons-simmons.com Charlotte Stalin T. +442078254180 E. charlotte,stalin @simmon-simmons.com

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Number of staff Awards

Partner Senior Solicitor Solicitor Paralegal/ Best Regulatory Practice - 6 yrs+ trainee Hedge Fund Journal Awards 2017 25 10 30 2

Case study Simmons & Simmons has been instructed by more than 70 clients (leading financial institutions on both sell and buy side) who have subscribed to our MiFID2 Manager product (which was launched in 2015) the market leading project management tool for MiFID2 implementation, which spreads the costs and experience of MiFID2 implementation across our client base. This pan-European framework for provision of investment services and operation of markets requires implementation into national law. Simmons & Simmons has again been at the forefront of this regulatory change, guiding and advising clients on what MiFID2 means for them through extensive support via seminars and legal knowhow as well as providing advice to all the major players in the market. The MiFID2 Manager which focusses on the practical implementation issues rather than just the legal provisions enables us to exceed client expectations in terms of service delivery and groups together advice and delivers it using an online, subscription based tool. This saves on costs for clients that would otherwise require gathering and compiling similar advice on a bespoke basis and instead allows legal teams, both in-house and our own, to focus on the more complex issues requiring a bespoke response. Please note: We are unable to divulge the name of these clients due to the nature of our agreement with them

15

Investment and Commercial Banking

What we do: We have advised Government and Government-owned investors on their investments in a range of investment funds, as well as the terms on which they appoint external asset managers. We can support the Government by drafting fund documentation and subscription contracts and advise on key areas of legal risk and market practice, as well as compliance issues related to public sector investment. What we’ve done Ņ BBB in connection with its funding of various partner Ņ outsourced legal and compliance review process schemes including, most recently, advising the BBB for a major financial institution in relation to that in respect of its grant and loan financing institution’s promotional materials for a wide range arrangements for The Start-Up Loans Company and of retail structured products (including own brand, advising the BBB in connection with the £40m term platform distributed and white label products) loan facility made available to Angel CoFund Ņ acting for the arranger and security trustee of Ņ DH on the establishment of the dementia Discovery two major off balance sheet whole business Fund and Government’s £15m seed investment. We ground rent securitisations in relation to a number provided advice on various issues including asset of actual and potential defaults, amendments and manager procurement and appointment process, the standstill arrangements for, and the “core” fund matters such as fund structure, investor restructuring of, the both transactions protection, governance and transparency. Ņ financial institutions on product regulation and, Ņ Shawbrook Bank on a number of receivables in particular, on the impact of Retail Distribution financings for Fintech companies and other financial Review and the UK Product Governance regime intermediaries/SME financiers, including iwoca, on retail structured products and the changing ezbob, Asset Advantage and Omni Capital Retail landscape on OTC derivatives clearing Finance Ņ financial institutions on the provision of financial services and offering of financial products across the world involving licensing, marketing and selling restrictions on certain products Kinds and volume of clients Approximate deal number per year: 450+ Clients include: all of the world’s top ten banks, all of the top ten investment banks and advise many of the private wealth arms of the world’s largest financial institutions. Examples of our clients are: BBB, HSBC, Shawbrook Bank, Macquarie Group Limited, LendInvest, US Bank, Skandinaviska Enskilda Banken (SEB), Danske Bank. The team Market leading experts David Toole Penny Miller T. +442078253338 T. +442078253532 E. david.toole E. penny.miller @simmons-simmons.com @simmons-simmons.com Cara Sykes T. +442078252078 E. cara.sykes @simmons-simmons.com

Number of staff Awards

Partner Senior Solicitor Solicitor Paralegal/ Banking Litigation Team of the Year - 6 yrs+ trainee Legal Week Commercial Litigation and Arbitration Awards 2019 17 12 12 10

16

Case study We acted for the British Business Bank (BBB) on establishing its highly complex and innovative ENABLE Guarantee Scheme, an innovative project designed to boost lending to small and medium-sized enterprises (SMEs) in the UK. The BBB is a 100% government owned organisation established to increase the supply of finance to smaller businesses in the UK, create a more diverse and vibrant finance market for smaller businesses and to build confidence in the market for SME lending. The ENABLE guarantee scheme stimulates lending to SMEs by reducing banks’ lending costs. By providing lenders with a government-backed guarantee for SME lending, the ENABLE guarantee reduces the amount of regulatory capital that lenders must hold in relation to such loans. The scheme is focused on supporting lending by smaller ‘challenger’ banks and fulfils the BBB’s aim of increasing competition in the UK banking market. The policy objective of stimulating lending to SMEs has been a key aim for EU governments in the aftermath of the 2008 financial crisis. The regulatory pressures faced by EU financial institutions have stymied the securitisation industry. At the same time, the particular features of SME loan portfolios (in particular their granularity and heterogeneity) has made them difficult to securitise. Also, the range of private sector investors willing to participate in the risk of such loan portfolios is limited. The rationale for the ENABLE project was therefore to address a perceived gap in the private sector securitisation market by adapting and developing legal and structural techniques familiar to the private sector for use in the public sector context. A cross-practice team from Simmons & Simmons drew on the firm’s market-leading expertise in capital markets instruments, regulatory capital, financial regulation, insurance regulation and corporate tax to advise on the structure and design of the ENABLE guarantee. In particular we used our extensive experience of private sector transactions to advise on how the guarantee would operate on a “portfolio” and “pool” basis (as opposed to on a “loan by loan” basis), which was the unique feature of the structure. The ENABLE project was the BBB’s inaugural capital markets transaction and validated its principal mandate from the government to stimulate the finance market for smaller businesses in the UK. Its success is measured by the fact that after the initial £125m transaction, the BBB is in discussions with a number of other financial institutions that are interested in using the product and is in the process of developing it further for use in other contexts. Simmons & Simmons’ key role in the success of the ENABLE project was to provide the BBB with the benefit of our experience in structuring and executing securitisation, credit derivatives and structured products transactions for the private sector and adapting private sector structures for public sector use, while at the same time helping the BBB to solve the particular technical, regulatory and tax issues that were unique to it.

17

High Value/Complex Merger & Acquisition Activity

What we do: We advise on domestic and cross-border M&A, including public takeovers, demergers and corporate restructurings, joint ventures and strategic alliances, and auction sales. We have advised on some of the largest and most challenging corporate transactions world-wide and have developed a reputation for handling complex, innovative transactions. What we’ve done Ņ BIS on the proposed £28bn merger between BAE Ņ The Hogg Tendering Advisory Committee on the Systems and EADS transfer of the LIBOR administration business Ņ DCLG on the sale of the Fire Service College (FSC), Ņ APG on its establishment of a joint venture with a a national training college for the Fire and Rescue fund advised by Delancey, to acquire the landmark Service to Capita following a competitive tender – Earls Court development site in London from Capital value: £10m & Counties Properties plc for £425m Ņ Railtrack in connection with the sale of its £1.2bn Ņ Liontrust Asset Management Plc on the interest in the Channel Tunnel Rail Link Project to acquisition of Neptune Investment Management London & Continental Railways and have continued Limited. Liontrust is a specialist independent fund to advise Network Rail in relation to its interest management group with shares quoted on the London Stock Exchange. Liontrust manages Ņ MOD on the sale of DSG (Defence Support Group) £14.1bn (as at close of 30 June 2019) which is the first of three asset sales by this department in the current parliament Ņ DH on the acquisition of a US blood plasma business and on the establishment of an NHS Innovation Fund Kinds and volume of clients Approximate deal number per year: 185 Clients include: J P Morgan Limited, Kentz Corporation Limited, MJ Gleeson Group PLC, Telefónica, British Land Group plc, Becton, Dickinson The team Market leading experts Edward Baker Juliet Reingold T. +442078254062 T +442078254397 E. edward.baker E.juliet.reingold @simmons-simmons.com @simmons-simmons.com Gideon Sharp Mark Carroll T +442078254176 T +442078253581 E.gideon.sharp E.mark.carroll @simmons-simmons.com @simmons-simmons.com

Number of staff

Partner Senior Solicitor Solicitor Paralegal/ 6 yrs+ trainee 112 55 50 6

18

Case study Sale of DSG Following the Government’s announcement in the 2010 Strategic Defence & Security Review White Paper, we advised long-standing client the MOD on the sale of its privately owned trading fund, the Defence Support Group (DSG), which is the main provider of maintenance, repair and overhaul services of Army vehicles to the MOD and employs approximately 2,400 civilian staff. The transaction is one of the largest and most high-profile sales of Government assets and the sale process was conducted within an unusually short timescale for a transaction of this size and complexity – 12 months from publication of the OJEU notice to announcement of preferred bidder. The £900m, 10-year service provision contract placed with a subsidiary of Babcock International in December 2014 comes into effect from today. The contract will transform the way the Army’s vehicles are maintained, repaired and stored and has the potential to grow to around £2bn as a result of plans, subject to value for money, to optimise a broader scope of services. The DSG project, and our role in preparing the documents and advising on the commercial arrangements to be entered into between the MOD and the DSG following the sale, was genuinely innovative and ground breaking, by: Ņ combining the sale of a business with the award of a long term complex service contract for the continued provision of extensive maintenance, repair and overhaul services within a single tender and evaluation process governed by the EU public procurement rules was particularly novel and complex; Ņ supporting the MOD throughout the competition process, developing the tender documentation and the evaluation model, involving parallel negotiations with multiple bidders and detailed tender evaluation; Ņ achieving signature of legally binding documentation for the whole transaction within 11 months from the publication of the tender (OJEU) notice, a very short period for any negotiated procurement conducted under the public procurement rules and remarkable for one as complex as this; Ņ creating a framework for the fundamental transformation of the way in which the DSG services are to be provided to, and paid for by, the Army customer going forward within a legally binding mechanism, without requiring further negotiation between the parties; and Ņ providing flexible, cost effective resourcing through the use of Bristol office. Virtual solutions to obtain corporate approvals despite the COVID-19 crisis RevoluGen Limited is a privately held healthcare and life sciences company specialising in commercialising molecular tools with a specific focus on rapidly extracting long and pure DNA fragments from cells to enable DNA code to be read. Being able to read this code can help to improve disease diagnosis and clinical care across many different areas of medicine, from rare diseases and cancers, to the management of infectious diseases (including potentially COVID-19). We advised on how to navigate the additional complexities posed by COVID-19 in holding a near-virtual shareholders’ meeting in order to approve appointing Sir John Chisholm as Chair and Evercore as financial advisor, and to give authority to issue new shares and grant share options. Sir John was previously Chair of QinetiQ and Genomics England. In light of the Government’s mandatory “stay at home” measures, the board meeting, shareholders’ meeting and voting by shareholders was done nearly entirely by virtual electronic means, The place of the shareholders’ meeting was initially set at a single household (the home of a director and their daughter, both shareholders and sufficient to form the minimum physical quorum) but with flexibility to change the place of the meeting. Other shareholders could only vote by appointing a proxy. The notice of meeting and related documents were sent electronically, while shareholders wishing to support the Board’s proposals could give their consent under the shareholders’ agreement, for the shareholder resolutions and deliver a proxy by replying with a single email and appointing the chair of the general meeting (wherever held) as their proxy. Illness on the morning of the general meeting necessitated a change to the location of the general meeting. This was solved using the flexibility to change the place of the meeting by notifying shareholders through the company’s website that another director and colleague (but socially distant) shareholder would instead hold the meeting at the company’s office. Shareholders could dial in to hear and ask questions at the formal meeting and a subsequent informal update on the company’s progress. Consequently, RevoluGen succeeded in obtaining the requisite shareholder approvals and is delighted to welcome their new Chair and financial advisors on board.

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Asset Finance

What we do: The asset finance team has experience of advising Government on the financing and leasing of a variety of assets including high value items, such as new Airbus aircraft, and railway stock. We are experienced in providing core legal advice in relation to the drafting of complex Government contracts and also engaging in contract negotiations on behalf of Government. Specifically, we understand exactly the constraints on funding and we therefore design documentation specifically to allow best value for money and flexible financing (and refinancing). With comprehensive learning from experience feedback following each transaction with Government, we have developed strong reputation for negotiating out any “red flag” items and including in the relevant documentation aspects essential for Government such as transparency and rights of audit. What we’ve done Ņ HMG on a series of aircraft financing procurements windfarm in Sweden, which won Thomson Reuters within the overall framework of the UK Military Flying PFI Europe wind deal of the year Training System (see case studies) Ņ syndicate of financial institutions on limited- Ņ MOD on the financing of the RAF’s Future Strategic recourse financing of 777F aircraft to an operating Tanker Aircraft (FSTA) known as “Voyager” (see lessor case studies) Ņ Turkish airline in the ECA financing of two A330- Ņ HMG in the financing of a number of Airbus aircraft 200 aircraft for Tiger Airways leading the drafting, negotiation Ņ California based aircraft operating lessor in the and implementation of financing and security ECA supported financing of several Airbus aircraft documentation for the ECA-backed financing of new Airbus aircraft, taking instructions from and dealing Ņ the ECAs and lenders on the commercial financing day-to-day with HMG legal and commercial teams of 10 new ATR aircraft to a South American Airline Ņ HMG in the financing of a number of Airbus aircraft Ņ a financial institution on the financing and leasing for Al Sahaab/Jazeera of numerous business jets advising on the non- recourse commercial financing of new Airbus aircraft Ņ the French Government in the financing of a for a large operating lessor advising on the JOL number of Airbus aircraft for Tunisair financing of one A330 aircraft Ņ certain loan investors on the financing of the Drax Ņ a leading investment bank on the €600m Gresham power station biomass conversion, the first Capital CLO III deal and on the £5bn and £3.5bn transaction to be supported by a HMT/IUK Gracechurch Corporate Loans transactions Guarantee, which won deal of the year award from GTR Magazine Ņ a US$2.2bn acquisition financing of the Umm Al Nar power and water plant in Abu Dhabi. This included Ņ EKF on the first bond wrap guarantee for the £2bn the conventional project financing tranche, and the CPI-linked funding of the Walney offshore wind farm sale and lease back of the existing assets under an extension, which won Thomson Reuters PFI Islamic financing structure European Renewables deal of the year Ņ lenders on EKF-supported project financing of two Ņ Macquarie Capital and GE as the lenders’ South African wind farms, one of which won consortium on a 650MW Markbygden onshore Thomson Reuters PFI Africa wind deal of the year

Kinds and volume of clients Approximate deal number per year: 70+ Clients include: UK Ministry of Defence, UK Business Energy Industry and Science Department, Aviation Capital Group, Boeing, Finnair, Vietnam Airways, AAD Group, AerCap B.V., TUI AG.

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The team

Market leading experts Jeremy Arscott Michael Lorraine T +442078252085 T. +442078253959 E.jeremy.arscott E. michael.lorraine @simmons-simmons.com @simmons-simmons.com

Andrew Petry Kim Walkling T. +442078254012 T. +44 7771 657762 E. andrew.petry E. kim.walkling @simmons-simmons.com @simmons-simmons.com

Number of staff Awards

Senior Solicitor Paralegal/ Partner Solicitor Project Finance Deal of the Year - 6 yrs+ trainee IFLR Europe Awards 2017 10 5 21 1

Case study UKMFTS (UK Military Flying Training System) We advised HMG on a series of aircraft financing procurements within the overall framework of the UK Military Flying Training System. This involved the acquisition of Hawk; Beechcraft; Grob; Embraer; and Airbus aircraft financed through an innovative “wrap direct agreement” mechanism enabling flexible and incremental acquisition. Further incremental training packages have since been added and we have been asked to advise on each one of these, the most recent of which signed in 2019. Continued work by our team focuses upon the next tranche of aircraft to be purchased in order to extend this contract. FSTA/Voyager We advised MOD on the financing of the RAF’s Future Strategic Tanker Aircraft (FSTA), one of the most innovative and complex aircraft financing deals put together in 2008 where we were awarded ‘Standout winner’ in the Public Private Partnership category at the FT Innovative Lawyers Awards 2008. We have continued to advise on multiple variations to this project, including to the current date. Funding Circle SME Income Fund Limited We also advised Funding Circle SME Income Fund Limited, as the class b noteholder, on a structured financing backed by loans originated on the Funding Circle platform valued £125m (for of the financing) and £25m (for the fund raising). A cross -border matter involving UK, Ireland and Guernsey, The senior funding was provided by the European Investment Bank and was entered into as part of the European Union’s mandate to increase lending to SMEs across Europe. The firm’s role included advising the Fund on both the financing and the related fund raising by the Fund. This was a complex and bespoke financing transaction, which was significant for each party involved. Our instruction by the Fund on both the financing and the fund raising demonstrates the firm’s significant experience in advising our FinTech clients on a wide range of complex financing and investment structures. The lead partners on this were Michael Lorraine (financing) and Patrick Graves (fund raising).

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Corporate Finance

What we do: Our Corporate Finance team comprises colleagues in various departments throughout the firm. We advise on corporate asset sales, financial interventions into corporate structures, complex restructurings and inter-group loans. We also provide commercial and insolvency advice to assist in dealing with financially distressed businesses. We also advise on credit transactions, guarantees, derivative products, contracts for differences and similar credit mechanisms. What we’ve done Ņ MOD on the sale of DSG Ņ the subsequent PPP with Carlyle and the London Main Market IPO of QinetiQ. Ņ BEIS on the proposed £28bn merger of BAE and EADS Ņ an outsourced legal and compliance review process for a major financial institution in relation to that Ņ DH on the Dementia Fund institution’s promotional materials for a wide range of Ņ UKGI (the first private sector co-funded ‘green’ retail structured products (including own brand, investments), and the Energy Technologies Institute, platform distributed and white label products) a not for profit public/private partnership to research Ņ the Alternative Investment Management lower carbon energy to tackle climate change Association in relation to its Guide to Sound Ņ the reorganisation of the Defence Evaluation and Practices OTC clearing; and Research Agency into Dstl and QinetiQ Ņ a major investment bank on structured repurchase transactions.

Kinds and volume of clients Approximate deal number per year: 100+ Clients include: HM Treasury, UKGI, Cabinet Office, MOD, BEIS, DCMS, DFT, Department of Health The team

Market leading experts Cara Sykes Mark Carroll T. +442078252078 T +442078253581 E. cara.sykes E.mark.carroll @simmons-simmons.com @simmons-simmons.com Allan Yip T. +442078253626 E. allan.yip @simmons-simmons.com

Number of staff

Partner Senior Solicitor Solicitor Paralegal/ 6 yrs+ trainee 135 136 187 23

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Case study We acted for the British Business Bank (BBB) on establishing its highly complex and innovative ENABLE Guarantee Scheme, the first UK scheme of this kind. This scheme boosts corporate lending to small UK businesses (SMEs) and supports lending by smaller ‘challenger’ banks (increasing competition in the UK banking market). This was a project of exceptional complexity because of legal and technical issues, including characterisation of guarantees and insurance, and the tension between accounting and legal analysis that needed to be overcome. The project required a detailed understanding of the legal and regulatory limitations, in particular the BBB had to understand the necessary features of the lender institutions for the product to work. To achieve this, the guarantee pools together a portfolio of SME loans and the guarantee then covers a specified portion of the losses on that portfolio. Our strategic advice began before formal instruction as our lead partner (with 30 years’ capital markets experience) advised BBB on the idea informally. Once instructed (via competitive tender), our strategic input was required in several areas over the course of the project. The tension between the different accounting, regulatory and tax positions informed our approach: In particular, we: Ņ addressed capital requirements considerations, taking a knowledge transfer approach giving BBB knowledge in this complex area so they could take meetings with regulators and potential lenders without external support Ņ coordinated advice on the accounting treatment to ensure the structure was treated as a guarantee. Here we prepared agendas and strategic Q&A prior to accounting meetings so these were focused and moved quickly to decisions Ņ combined our capital markets and insurance knowledge (supplemented by a QC) to provide BBB with reassurance to proceed with the transaction Ņ identified potential tax issues and engaged HMRC to resolve these. In each case our approach provided complex advice in a very cost effective way and at the level required by BBB to help the deal to proceed. We harmonised stakeholder opinion to deliver key outcomes This was a ‘one team’ approach in which we were a key part of the BBB team working with legal and business teams. We provided free advice and chaired a meeting to share our ideas before formal instruction. Upon instruction, our lead partner immediately mobilised a core team whose existing work was re-distributed so that they could focus on the new work as allocated by priority/complexity. A senior associate who led all drafting was also responsible for project management (to deliver consistently excellent quality, on time, on budget) supported by trainees. Our early engagement meant we had an excellent understanding of BBB, its objectives and challenges and passed this on quickly to new team members, minimising research time during the initial structuring phase. Having worked with specialists at the outset and drafted the initial summary of issues, we used this as the focus throughout the project so as to ensure all legal issues were covered. This iterative approach ensured close monitoring of risk and correct, practical advice at all stages. Our expertise and clear understanding of BBB’s needs and meant that the guarantee signed successfully on commercially agreeable terms and that the counterparty was happy with the accounting analysis, which overall achieved a ‘clean’ reasoned analysis on insurance risk. We played a pivotal role in the success of this complex project delivering an innovative and practical solution that met the overall objectives and timescales.

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Debt Capital Markets

What we do: Simmons & Simmons’ debt capital markets team has extensive experience advising financial institutions and corporates on international securities transactions. Our work includes advising on structuring, documenting and executing major capital markets transactions including bond issuances, structured finance and asset-backed transactions and credit products, including credit-linked notes, swaps and guarantees, as well as liability management transactions (including bond buy-backs). We also advise on convertible and exchangeable bonds. What we’ve done Ņ Citi, as arranger and joint lead manager, and Freshfields Bruckhaus Deringer LLP as Issuer’s BAML, Barclays and J.P. Morgan as joint lead counsel managers on the UK Government’s £3.7bn Ņ FTSE 100 publisher Pearson plc on a very securitisation of income contingent student loans. successful offer to buy back up to US$1bn of the second in a series of securitisations of student outstanding bonds. Following a week-long offer loans by the UK Government period, almost US$800m of London-listed bonds Ņ the arranger on the issuance of £143.5m 2.057% were bought back from investors. The offer, which RPI-linked secured bonds due 2054 to finance the was made under New York law, was managed by construction and operation of student Citigroup and JP Morgan. accommodation at the University of Hertfordshire Ņ LendInvest Limited on the establishment of a Ņ The British Land Company plc in relation to a £500m Euro Medium Term Note Programme for its tender offer in respect of its £200m 6.75% First subsidiary LendInvest Secured Income plc, and on Mortgage Debenture Bonds due 2020 the issue of £50m 5.25%. Notes due 2022. This is the first public bond issuance by a member of the Ņ the Dealer Managers in relation to a tender offer in LendInvest group and the Notes are listed on the respect of RL Finance Bonds plc’s £400m 6.125%. London Stock Exchange’s Order Book for Retail Perpetual Cumulative Step-up Subordinated Bonds Guaranteed Notes guaranteed on a subordinated basis by The Royal London Mutual Insurance Ņ the State of the Netherlands on its debut €5.98bn Society Limited issue of Green Bonds. The Dutch State is the first AAA-rated sovereign to issue green labelled-debt. It Ņ The British Land Company PLC (as Issuer) on its is also the largest initial Green Bond issuance to EMTN Programme. Simmons & Simmons replaced date in the Netherlands and the second largest globally

Kinds and volume of clients Approximate deal number per year: 80+ Clients include: British Land, DONG Energy A/S, LendInvest and Pearson The team

Market leading experts Piers Summerfield Michael Dodson T +442078253181 T. +442078254083 E.piers.summerfield E. michael.dodson @simmons-simmons.com @simmon-simmons.com

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Number of staff Awards

Partner Senior Solicitor Solicitor Paralegal/ Debt and Equity-linked Deal of the 6 yrs+ trainee Year – IFLR Europe Awards 2019 10 5 20 1 Debt Capital Markets Law Firm of the Year – Legalcommunity Finance Awards 2017 Case study Advising ISM Capital LLP and, post its acquisition, Stifel Nicolaus Europe Limited as structuring adviser and placing agent on the issuance of Mandatory Convertible Bonds by Technology Enhanced Oil plc Pre-IPO Convertible Bonds. This is representative of the type of extremely technically challenging work at which we excel – there are very few firms outside the magic circle which have the technical legal expertise to be able to execute this type of transaction. This resulted in the following: Ņ U.S.$6,020,000 6.0%. Mandatory Convertible Bonds due 2022 issued on 15 January 2016 Ņ U.S.$1,850,000 6.00%. Mandatory Convertible Bonds due 2022 issued on 15 April 2016 Ņ U.S.$25,000,000 6.00%. Mandatory Convertible Bonds due 2022 issued on 15 July 2016 Ņ U.S.$2,750,000 6.00%. Mandatory Convertible Bonds due 2022 issued on 1 September 2016

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Equity Capital Markets

What we do: Our equity capital markets (ECM) team is an integrated team of UK ECM, US securities laws and FCA sponsor specialists who advise on all types of equity and equity-linked transactions, and are particularly known for:  premium ECM deals for premium ECM clients - 93% of the deals the team worked on in 2019 involved companies listed on the London Stock Exchange’s Main Market, and almost half of the team’s deals involved FTSE 350 listed issuers. Our key ECM clients include the major investment banks which define the UK ECM market, including J.P. Morgan Cazenove, Numis Securities, Barclays and HSBC;  service excellence – we pride ourselves on providing premium-quality, partner-led execution and on consistently exceeding client expectations on the quality of our advice and service delivery. Clients trust us with their premium, complex and high-profile ECM transactions. “Magic Circle service, but better  value for money”; and  fully integrated, London-based US securities law team - in 2019 almost three-quarters of our ECM deals involved a US offer. We work on the whole spectrum of ECM transactions, including IPOs, secondary offerings, block trades, global depositary receipt (GDR) offerings and convertible and exchangeable bond issues. Our integrated US securities law team regularly advises on UK and international equity offerings, with a particular focus on Rule 144A offerings. While we are known for our work advising the major investment banks, brokers and sponsors on their large, complex and high-profile UK ECM transactions, recently we have seen a significant increase in the number of issuer’s counsel instructions for our team, particularly from FTSE 250 listed issuer clients. Accordingly, we have excellent knowledge of the key issues and concerns of all participants in ECM transactions. Our team is a specialist ECM execution team supported by colleagues in our industry-leading sector teams in financial institutions, asset management, healthcare and life sciences and TMT / Fintech. Together with our colleagues in our wider sell-side financial services regulatory practice, we also provide expert regulatory advice to our ECM clients. What we’ve done Ņ MOD on the £1.3bn IPO of QinetiQ Ņ Norges Bank Investment Fund on participations in IPOs including the Huishan Dairy IPO in Hong Kong Ņ Liberum, Investec and HSBC as joint global co- ordinators and joint bookrunners, and Rothschild as Ņ J.P. Morgan Cazenove, BofA Merrill Lynch and FCA sponsor, on the £100m capital raising by Goldman Sachs on the £1bn placing by BT in Costain Group PLC. The transaction is one of the connection with its acquisition of EE first documented equity offerings to launch during the COVID-19 crisis and to take advantage of the Ņ Future plc, a global platform for specialist media, on FCA’s modified approach to working capital its transfer from standard to premium listing and its statements in prospectuses during the crisis £104m cash box placing and related £140m class 1 acquisition of TI Media Ņ Railtrack on the £1.9bn flotation by IPO, including the related retail offer Ņ Barclays Bank PLC and HSBC Bank plc as joint global coordinators in connection with the £216m Ņ J.P. Morgan Securities and Goldman Sachs as fully underwritten rights issue by John Laing Group joint bookrunners and J.P. Morgan Limited as sponsor on the £448m placing and open offer by Ņ Mitsubishi UFJ on the disposal of its 5.9% interest JUST EAT plc in Standard Life Aberdeen through a secondary placing Ņ Investec Bank and Numis Securities in the £265m standby underwritten rights issue by ITE Group plc Ņ Jefferies International, J.P. Morgan Cazenove to fund the class 1 acquisition of Ascential plc’s and Numis Securities on the £1.2bn IPO of global trade exhibitions events business AO.com Ņ J.P. Morgan Cazenove and BofA Merrill Lynch on Ņ J.P. Morgan Cazenove, Peel Hunt, Canaccord the £107m rights issue by EnQuest PLC and J.P. Genuity and Shore Capital on the £581m IPO of Morgan Cazenove as sole sponsor on two related Circassia Pharmaceuticals plc Class 1 transactions by independent North Sea oil Ņ Cenkos and Stifel on a US$520m placing and producer EnQuest convertible bond offering by Hurricane Energy plc

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Kinds and volume of clients Approximate deal number per year: >25 Clients include: Ministry of Defence, Norges Bank Investment Fund, J.P. Morgan Cazenove, Numis, Investec, Railtrack, Future plc, The British Land Company PLC, Cenkos Securities plc, Barclays Bank PLC, Sanne Group plc The team Market leading experts Colin Bole Jamie Corner T +442078253170 T. +442078253564 E.colin.bole E. jamie.corner @simmons-simmons.com @simmons-simmons.com

Number of staff Awards

Partner Senior Solicitor Solicitor Paralegal/ Debt and Equity-linked Deal of the 6 yrs+ trainee Year – IFLR Europe Awards 2019 14 6 17 2 Equity Capital Markets Law Firm of the Year – Legalcommunity Finance Awards 2019

Case study MOD - QinetiQ Simmons & Simmons was appointed, following a competitive tender, to advise the Ministry Of Defence (MOD) on the Private Public Partnership (PPP) options for Defence Evaluation and Research Agency (DERA). DERA was a trading fund, with a workforce of approximately 10,000, providing a source of scientific research to MOD, as well as evaluation services in relation to the MOD’s defence equipment procurement programme. DERA’s performance in commercially exploiting its technology was below par and it also faced the prospect of increasing competition for MOD contracts and a decreasing MoD budget. A public-private partnership was identified as the means for introducing private investment into DERA, reducing its costs to MOD and facilitating its development into new markets. In July 2001, approximately 75% of the operations of DERA were transferred into a newly-created company, QinetiQ, wholly-owned by MOD and the remaining 25% remained in the public sector operating under the Defence Science and Technology Laboratory (DSTL) Trading Fund. In 2003, the MOD sold a 37.5% interest in QinetiQ to a strategic investor (Carlyle) and QinetiQ entered into a 25 year Long Term Partnering Agreement (LTPA) with the MOD relating to the maintenance and operation of strategic test and evaluation facilities which remained in MoD ownership. In 2006, QinetiQ’s shares were listed on the London stock market through an Initial Public Offering and in 2008 the MOD finally disposed of its remaining shareholding in QinetiQ through an accelerated bookbuilt offering. The total value received by the MOD for its shares in QinetiQ amounted to £833m. At its height, more than 100 lawyers worked on this matter. The value for money approach and accountability that underpins this type of work made assessment of the cost/benefit of work an integral aspect. We devised methods of sampling and identifying important material from the thousands of contracts entered into by DERA to be transferred to QinetiQ, and the identification and treatment of thousands of patents derived from DERA’s research. Provident Financial rights issue We advised Barclays Bank PLC and J.P. Morgan Securities plc in connection with a £331m fully underwritten rights issue announced by Provident Financial plc, one of the leading providers of personal credit products to the non- standard credit market in the UK and Ireland. The proceeds of the rights issue were used to meet the costs of resolving an investigation by the Financial Conduct Authority (“FCA”) and restore its regulatory capital position. The complex recapitalisation transaction also involved obtaining amendments and waivers under Provident Financial’s debt facilities and entering into a bridge loan to accelerate the receipt of the rights issue proceeds.

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Insurance and Reinsurance

What we do: Our expertise includes regulatory issues, distribution arrangements and transactional work, as well as more specialist areas such as reinsurance and Lloyd’s of London. We have advised clients extensively on the new Solvency II regime, are frequent speakers at Solvency II events and wrote the chapter on systems of governance in the recent leading publication: A Practitioner’s Guide to Solvency II. In light of this experience, we have also been asked to provide training to the Prudential Regulation Authority on Solvency II. Our broad expertise and international team make us well-placed to advise Government and other public sector bodies. What we’ve done Ņ BBB, and HMG, on the regulated activities that the Ņ a Far Eastern Government and its regulator on the BBB and HMG could be conducting and whether or proposed introduction of the cell company structure not they needed to be authorised. to their law. Ņ a state owned economic development bank on its Ņ a leading European insurer on its mediation and proposed loan programme to SMEs. In particular conduct of business issues across Europe. advising on whether or not the structure of the programme could be characterised as insurance. Ņ an international healthcare group on the sale of their Irish business and subsequent Part VII transfer. Ņ a Middle Eastern Department of Transport on its public, pollution and product liability insurance Ņ an insurance agency with the establishment of a policy. service company, advising on tax, regulatory and reorganisation issues. Ņ an international Government on its existing insurance programme and in particular its public liability cover. Kinds and volume of clients Approximate deal number per year: 300 Clients include: Insurance and reinsurance companies (including Lloyd’s syndicates and mutuals), bancassurers, insurance intermediaries and service providers. We also advise on intermediary activities, the business of mutuals and health trusts, as well as governments and regulators on the laws and regulation itself. Client names confidential. The team Market leading experts James Pollock Emily Monastiriotis T. +442078253936 T. +442078255718 E. james.pollock E. emily.monastiriotis @simmons-simmons.com @simmons-simmons.com

Number of staff

Partner Senior Solicitor Solicitor Paralegal/ 6 yrs+ trainee 6 8 8 1

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Case study Recent case studies that highlight our innovative and strategic approach include: Ņ Working with brokers and the relevant trade body on the impact of Alternative Investment Funds Management Directive (AIFMD) on PI cover, drafting an AIFMD-compliant PI policy and setting up a working group to provide industry guidelines for this area of business and assisting in drafting these guidelines. We noted that the AIFMD was insufficiently clear in offering to fund managers the option of covering their professional indemnity (PI) risks by means of insurance. This might otherwise have meant that the PI insurance option available in theory under the AIFMD might not work in practice. The team won an award for this work – Insurance Team of the Year – Legal Business. Ņ Working with a number of clients involved in the insurance linked securities market. As HMG is proposing the introduction of an insurance linked securities regime in the UK, we have proposed to HMT that we and they assist with a “dummy run” using the current proposed legislation to iron out any issues before the legislation is finalised. Ņ Developing the Solvency II Services Agreement in response to a perceived lack of understanding among third party service providers (particularly asset managers) as to the impact of the Solvency II Directive and their obligations to their insurance clients. We set up a working group comprised of insurers (life, general and Lloyd’s), asset managers, the trade body and we eventually worked with the PRA Data Analytics division to provide a seminar, highlighting their new role. Ņ Advising Mitsui Sumitomo Insurance (Europe) on its Part VII transfer including preparing and drafting the applications to Court policy-holder notifications. We advised on reinsurance arrangements, effecting the transfer across eight jurisdictions and obtaining the required clearance from each country’s regulator.

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Credit/Bond Insurance

What we do: We are a market leading adviser on risk transfer and risk sharing transactions structured as credit insurance, financial guarantees, credit default swaps and credit-linked notes. We have a long track record of advising on structuring and documenting risk sharing products including synthetic securitisations. We are very familiar with the range of possible instruments and structures that can be employed to achieve the required transfer of risk together with the regulatory capital and accounting treatments required by counterparties, while avoiding legal issues such as insurance re-characterisation. Much of our work is for public sector and multilateral institutions, particularly in the UK and the EU. This work complements our long-standing practice in this area acting for investment banks and investors, including asset managers and funds. What we’ve done Ņ BBB in relation to its ground-breaking ENABLE Ņ EIF as a member of its securitisation legal panel on guarantee project, including advice on the a number of similar guarantee projects. In particular, structuring and documenting of the transaction. We we have advised on and are familiar with the also obtained a tax ruling that ensured the structure and the terms of the EIF’s ERASMUS+, transaction was not subject to £3.25M of insurance EaSI and InnovFin programmes and the new SME premium tax mandate the EIF has undertaken from the European Commission Ņ An export credit organisation as to the compliance of a policy of credit insurance with credit risk Ņ the State of the Netherlands on its debut €5.98bn mitigation requirements of their regulatory capital issue of Green Bonds. The Dutch State is the first rules AAA-rated sovereign to issue green labelled-debt. It is also the largest initial Green Bond issuance to Ņ the Government of Kenya on a US$750,000,000 date in the Netherlands and the second largest infrastructure loan globally. Ņ a European institutional funder on a number of refinancings of PPP projects including a refinancing of EIB debt during construction Kinds and volume of clients Approximate deal number per year: 50+ Clients include: British Business Bank, the European Investment Fund, the Government of Kenya The team Market leading experts David Toole Andrew Petry T. +442078253338 T. +442078254012 E. david.toole E. andrew.petry @simmons-simmons.com @simmons-simmons.com

Number of staff

Partner Senior Solicitor Solicitor Paralegal/ 6 yrs+ trainee 33 25 40 12

(A) 30

Case study We acted for the British Business Bank (BBB) on establishing its highly complex and innovative ENABLE Guarantee Scheme, an innovative project designed to boost lending to small and medium-sized enterprises (SMEs) in the UK. The BBB is a 100% government owned organisation established to increase the supply of finance to smaller businesses in the UK, create a more diverse and vibrant finance market for smaller businesses and to build confidence in the market for SME lending. The ENABLE guarantee scheme stimulates lending to SMEs by reducing banks’ lending costs. By providing lenders with a government-backed guarantee for SME lending, the ENABLE guarantee reduces the amount of regulatory capital that lenders must hold in relation to such loans. The scheme is focused on supporting lending by smaller ‘challenger’ banks and fulfils the BBB’s aim of increasing competition in the UK banking market. The policy objective of stimulating lending to SMEs has been a key aim for EU governments in the aftermath of the 2008 financial crisis. The regulatory pressures faced by EU financial institutions have stymied the securitisation industry. At the same time, the particular features of SME loan portfolios (in particular their granularity and heterogeneity) has made them difficult to securitise. Also, the range of private sector investors willing to participate in the risk of such loan portfolios is limited. The rationale for the ENABLE project was therefore to address a perceived gap in the private sector securitisation market by adapting and developing legal and structural techniques familiar to the private sector for use in the public sector context. A cross-practice team from Simmons & Simmons drew on the firm’s market-leading expertise in capital markets instruments, regulatory capital, financial regulation, insurance regulation and corporate tax to advise on the structure and design of the ENABLE guarantee. In particular we used our extensive experience of private sector transactions to advise on how the guarantee would operate on a “portfolio” and “pool” basis (as opposed to on a “loan by loan” basis), which was the unique feature of the structure. The ENABLE project was the BBB’s inaugural capital markets transaction and validated its principal mandate from the government to stimulate the finance market for smaller businesses in the UK. Its success is measured by the fact that after the initial £125m transaction, the BBB is in discussions with a number of other financial institutions that are interested in using the product and is in the process of developing it further for use in other contexts. Simmons & Simmons’ key role in the success of the ENABLE project was to provide the BBB with the benefit of our experience in structuring and executing securitisation, credit derivatives and structured products transactions for the private sector and adapting private sector structures for public sector use, while at the same time helping the BBB to solve the particular technical, regulatory and tax issues that were unique to it.

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International Development / Aid Funding

What we do: We regularly advise UK and international development organisations by investigating legal matters and advising NGOs, charitable organisations and state authorities. We also provide support to indigenous people throughout the world who have had their lands taken from them through ‘land grabs’ caused by the rapid commodification of land globally. With our global footprint, we have an ever deepening understanding of investors’ requirements in the emerging markets. We have recently advised or acted opposite a number of the major investors entering funds in the emerging markets, particularly Africa. These investors are drawn from a diverse pool of UK and EU governmental bodies, leading development finance institutions, finance groups and world renowned foundations. What we’ve done Ņ Private Infrastructure Development Group on the Ņ Acorn on the establishment of its US$100m sub implementation of a governance review and Saharan Africa fund streamlining its board and corporate structures Ņ Capitalworks on its joint venture permanent capital Ņ Supported WSUP's program, SmartLife, which vehicle investing into SSA provides clean drinking water and healthy products to the poor Ņ Africainvest on its financial services fund for Africa Ņ the Forest Peoples Programme (FPP) in relation to Ņ Inframed Management in connection with the fund developing a model community-company land use raising of Inframed Infrastructure, a fund focused on contract for use in Liberia. Following recent attempts infrastructure projects within North Africa and the at large-scale land acquisition by foreign-direct Middle East investment (usually for industrial scale palm oil Ņ Inspired Evolution on its $250m Africa and South concession agriculture) without respect for African focused infrastructure fund communities’ prior rights and uses of lands, it has become evident that communities have little or no Ņ Investec Asset Management on its $350m Africa access to regular legal advice and support Fund Ņ working with local Kenyan Citi counsel on the Kenya Ņ Meridiam on its North African infrastructure fund trademark registration of the Smartlife logo Ņ Metier on international aspects of its current SSA Ņ Investec Asset Management and Growthpoint on fund its joint venture Africa Real Estate Platform, Ņ Nationbuilders on the establishment of its cornerstoned by the IFC management company and its incumbent sub Ņ on an ongoing basis a group of unlisted property Saharan Africa fund development funds which manage funds for the Ņ Rothschild – Paris Orléans, for the implementation Government Institutions Pension Fund of of a Luxembourg SICAR investing in African Namibia (GIPF) in relation to structuring their infrastructure (mobile towers) through Mauritius investment vehicles and procuring investments entities Ņ Fusion Capital on the establishment of a fund for investment in East African debt and private equity, together with the creation of a managed account structure

Kinds and volume of clients Approximate deal number per year: 20+ Clients include: SmartLife; Forest Peoples Programme (FPP); local Kenyan Citi counsel; Investec Asset Management; Growthpoint; IFC; Government Institutions Pension Fund of Namibia (GIPF); Fusion Capital; Acorn; Capitalworks; Africainvest; Inframed Management; Inspired Evolution; Meridiam; Metier; Nationbuilders; Rothschild; Acumen; Dubai Islamic Bank.

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The team Market leading experts Richard Dyton Muneer Khan T. +442078254203 T. +97147096699 E. richard.dyton E. muneer.khan @simmons-simmons.com @simmons-simmons.com Chris Owen T. +442078254118 E. chris.owen @simmons-simmons.com

Number of staff

Partner Senior Solicitor Solicitor Paralegal/ 6 yrs+ trainee 3 3 3 3

Case study Together with Rex Bionics company secretary, Keith Robinson, of Sherrards Solicitors, advised Rex Bionics Plc (the “Company”), the pioneer of the REX Robot technology that enhances the mobility of wheelchair users, on a major restructuring of its group. This has permitted an initial investment of AUD7.5m (approximately £4.4m) and a new development agreement. The restructuring, which has been approved by shareholders, results in the Company holding a 36% shareholding in an Australian company that owns all the technology and assets that support the REX robotic mobility aid and can access funding to promote technological innovation in Australia. The remaining 64% of the Australian company is held by funds managed by BioSciences Managers Pty Ltd who have provided the initial investment. These funds have a mission to promote technological innovation in Australia, specifically including healthcare. The development agreement is focused on the next phase of the design and development of the REX product that builds on the clinical and competitive advantages of the existing REX device whilst at the same time seeking to achieve a significant reduction in manufacturing costs and important improvements in the product’s aesthetics and ergonomics. Simmons & Simmons has advised Rex Bionics since 2013, advising its predecessor Union Medtech plc on its admission to AIM in May 2014 and immediate acquisition of Rex Bionics.

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International Financial Organisations

What we do: We regularly advise International Finance organisations on corporate, finance and projects transactions across jurisdictions. Most the project development and financing transactions with which we’ve been involved have included government agencies as grantors of concessions, feedstock and/or fuel suppliers, primary offtakers, shareholders, lenders and/or regulators. We understand the concerns and demands of these investors and the nuances of DFIs and IFIs that often provide a substantial portion of the funding for emerging markets focused funds. We are also well placed in terms of our market leading knowledge of DFI/IFIs to anticipate their needs and requirements when setting up and developing bespoke structures which specific requirements due to their nature. We also have extensive experience of advising many of the UK's largest institutional investors on their fund investments. What we’ve done Ņ Government of the Republic of Somaliland on a Ņ AGRA (Alliance for a Green Revolution in Africa) on port concession agreement (with DP World FZE), the restructuring of the Africa Enterprise Challenge free zone establishment and its related joint venture fund, a large not for profit fund hosted by it. The arrangements in Somaliland. In Cameroon, we AECF focuses on donor funding for agri business in advised AES Corporation on developing and Africa. AFGRA is cornerstoned by the Bill & Melissa financing the country’s first two independent power Gates foundation and there are many donor projects, Kribi and Dibamba. governments involved in the AECF. Ņ PIDG Trust (the members of which comprise Ņ The IFC in respect of its venture with Investec Asset numerous DFIs/ donor funds including IFC, KPW, Management and Growth Point in respect of its SIDA, FMO and DFID), on its investment African real estate fund. management proposals for the emerging Africa Infrastructure Fund and GuarantCo. Ņ six DFI’s on the review of a restructuring of an African focused fund. Ņ International Finance Corporation, the European Bank for Reconstruction and Development Ņ The European Investment Bank on investments (EBRD) and CIB, on the project development and into various renewables and infrastructure funds financing of an LNG and petroleum products import (including investment in African-focused funds). terminal at Ain Sokhna in Egypt. Ņ Reviewing a feasibility study by the World Bank and Ņ Raising a €1bn fund for EBRD focusing on emerging an alternative structure for investment in Africa markets in Eastern Europe. This is an unusual structure in that the fund is being created to invest alongside the EBRD by means of a financial instrument.

Kinds and volume of clients Approximate deal number per year: 50+ Clients include: EBRD; AGRA; PIDG Trust; European Investment Bank; IFC; British Business Bank Investments Limited; GIC; Bank of Scotland PLC; BT Pension Scheme; BP Pension Fund; The Railways Pension Scheme; Cambridge Associates and their investor clients; LGPS, including Cumbria LGPS, Cheshire Pension Fund, Dorset County Pension Fund; Cornwall Pension Fund; Somerset Pension Fund; Wiltshire Pension Fund; Royal County of Berkshire Pension Fund; Environment Agency.

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The team Market leading experts Adam Cooper Andrew Petry T. +442078253431 T. +442078254012 E. adam.cooper E. andrew.petry @simmons-simmons.com @simmons-simmons.com David Williams Eucharia Bragg T. +442078254150 T. +442078254120 E. david.williams E. eucharia.bragg @simmons-simmons.com @simmons-simmons.com

Number of staff Awards

Partner Senior Solicitor Solicitor Paralegal/ Banking Litigation Team of the Year - 6 yrs+ trainee Legal Week Commercial Litigation and Arbitration Awards 2019 34 38 61 3

Case study We advised AES Corporation (the developer) and Dibamba Power Development Company (the borrower) on the development and financing of (1) the 82 MW Dibamba peaking IPP in Cameroon and (2) the 216 MW gas fired Kribi IPP in Cameroon. Dibamba was a landmark project in Cameroon, as the first Independent Power Project (IPP) to close in the country. We advised on the development and financing of the Project. This required experts in all aspects of IPPs and project financing and was run jointly out of our London, Paris and Hong Kong offices. Our team was able to offer experience across areas banking and insurance, asset finance and structured finance, international development / aid funding and international financial organisations.

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Law of International Trade, Investment and Regulation

What we do: We advise on the economic, financial and trade sanctions regimes within the UK and throughout the globe. Our team provides integrated cross-jurisdictional advice and is well practiced in the most complex and sensitive transactions. International trade is increasingly subject to financial and trade restrictions. We regularly advise on matters relating to trade regulation and export controls and guide clients through international trade laws and the interplay with economic and trade sanctions regimes. Our Brexit Taskforce has been at the forefront of thought leadership, commentary and practical advice since the referendum in June 2016. We have hosted numerous events for clients in order to help them plan for Brexit and understand the potential consequences arising out of the continuing implementation period negotiations. What we’ve done Ņ EIB, on the first of its kind “at-risk co-development Ņ Sovereign Wealth Funds and pension funds on funding” of biopharmaceutical development global merger control issues arising from minority programmes investments, including co-ordinating multiple filings Ņ the arrangers of three project financings of onshore Ņ EC in cases before the General Court in wind farms in round 3 of South Africa’s renewable Luxembourg on the annulment procedures relating energy IPP programme - the wind farms represent to a decision to select operators of pan-European an investment of approximately ZAR9bn systems providing mobile satellite services Ņ infrastructure investors on the EU’s gas and Ņ an R&D consortium in an EC State aid electricity unbundling requirements, including investigation certification procedures before GB, French and Belgian regulators Kinds and volume of clients Approximate deal number per year: 50+ Clients include: the European Investment Bank, the European Commission The team Market leading experts Satyen Dhana Juliet Reingold T. +442078253197 T +442078254397 E. satyen.dhana E.juliet.reingold @simmons-simmons.com @simmons-simmons.com Stuart Dutson Koen Platteau T. +442078254101 T. +3225420963 E. stuart.dutson E. koen.platteau @simmons-simmons.com @simmons-simmons.com Charles Banks T. +442078254774 E. charles.bankes @simmons-simmons.com

Number of staff

Partner Senior Solicitor Solicitor Paralegal/ 6 yrs+ trainee 5 2 2 2

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Case study European Investment Banks and UCB We advised the European Investment Bank, the financing institution of the European Union, on a co- development agreement with Belgian biopharmaceutical company UCB. The European Investment Bank (EIB) has agreed with the UCB to provide‘at-risk co-development funding’ of up to €75m Euros for the development of selected UCB compounds; the first of its kind for both the Life Sciences and Financial sectors. The EIB will receive milestone payments if and when predefined milestone events are successfully achieved. The co-development is intended to share risks and returns among the parties, and therefore provide more incentives to UCB to invest ambitiously in its promising development programmes. The programmes have been specifically selected from UCB’s portfolio of potential breakthrough medicines, which include medicines at different stages of development that can potentially help millions of patients. UCB and the EIB will periodically review the stages of development and the milestones of their programmes being accelerated by the ci-development funding. The co-development agreement between the EIB and UCB is also the first ‘risk-sharing’ transaction signed under the new InnovFin ‘”EU finance for Innovators” programme set up jointly by the European Commission and the EIB Group. ‘InnovFin Large Projects’ is specifically dedicated to improving access to risk finance for research and innovation projects in the European Union. Commenting on the transaction, partner Richard Binns said “We are delighted to advise the European Investment Bank, and proud to have played a part in this ground breaking co-development arrangement with UCB. This pioneering transaction will be welcome news for EU drug developers, as they seek greater access to funding to bring innovative therapeutic products to patients”. Government of the Republic of Indonesia We acted for the Indonesian Government in winning a resounding victory in an investment treaty arbitration brought by Indian Metals & Ferro Alloys Limited under the India-Indonesia investment promotion and protection treaty. The subject of the dispute concerned an investment in coal mining projects in Kalimantan and the impact of decentralisation of Government and uncertain domestic boundaries. The arbitration was administered by the Permanent Court of Arbitration in the Hague and was seated in London. Not only was the claim against Indonesia rejected, but Indonesia was awarded over US3m in costs. This experience is highly relevant to HMG, as potential disputes could involve international arbitration brought under international treaties, which will require experienced teams to advise on strategy and cross-jurisdictional arbitration involving multiple Government departments. Our experience on this matter is notable in the following respects: Ņ The case was of considerable economic and political significance, in which we demonstrated a detailed understanding of both the legal and policy implications of the dispute. Victory was announced by Indonesia’s Attorney General flanked by six Ministers of State on live television. Ņ The dispute was important because of the value in dispute (US$569m), its potential to act as a precedent in similar cases and the proximity of the result to the impending Presidential election. Ņ The outcome attracted significant international interest, as well as considerable interest in Indonesia.

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Sovereign Debt Restructuring

What we do: We advise sovereign wealth funds in times of financial difficulty and assist them in reducing and renegotiating their delinquent debts, aiding them to restore liquidity and carry on their operations. What we’ve done Ņ Dealers Banca IMI, BNP Paribas, MPS Capital Ņ a Spanish bank in proceedings in the Icelandic Services Banca per le Imprese S.p.A. and courts and European courts regarding the protection Unicredit S.p.A., as well as Co-Dealers Banca of multimillion dollar and Euro money market Akros, Banca Sella and ICCREA Banca on the deposits with Icelandic banks. These proceedings record-breaking, five-year €22.3bn BTP Italia went to the Supreme Court of Iceland and the EFTA indexed to Italian inflation (not including tobacco). Court and resulted in our client obtaining payment in The issuance will be entirely allocated to the full of its money market deposits plus significant extraordinary economic measures that the Italian interest. government is implementing to tackle the effects of the COVID-19 pandemic. This is the largest Ņ a multi-national mining and resources company issuance ever and is an historical record for a single against a sub-Sahara African State and two issuer, beating the previous 2013 record also parastatals in a UNCITRAL arbitration in Lisbon attributable to the Italian Republic. concerning the State’s expropriation of concession and related local court proceedings where claims Ņ the bookrunners on the privatisation of HBL, the exceeded US$20bn. largest ever equity capital markets transaction in Pakistan. Ņ a Nigerian company and its multi-national parent company in enforcing a Nigerian arbitration award Ņ a Government in a BIT claim commenced by for c.GBP £200m against the State of Nigeria in the Korean investors regarding EPC Projects in Libya. English courts. The disputes arise out of the events described as the “Arab spring”. Ņ a CEE aluminium manufacturing company and its Norwegian owner in separate concurrent arbitration Ņ a UK bank in dealing with competing claims for proceedings under both a State guarantee providing billions of dollars of deposits made by a sovereign for UNCITRAL arbitration in London and a wealth fund from a country where control of the Norway/CEE bilateral investment treaty providing for government is in dispute. ICSID arbitration. Ņ an international oil and gas corporation in an ICC Ņ a Duty investor in Africa in English court arbitration in Stockholm applying English law in proceedings to obtain an interlocutory injunction relation to the sale and purchase of a Baltic oil and against the African State in support of a Swiss gas terminal/ice free port. arbitration

Kinds and volume of clients Approximate deal number per year: 5+ Client list: Confidential The team Market leading experts Ross Miller Muneer Khan T. +442078253292 T. +97147096699 E. ross.miller E. muneer.khan @simmons-simmons.com @simmons-simmons.com Ahmed Butt T. +97147096411 E. ahmed.butt @simmons-simmons.com

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Number of staff

Partner Senior Solicitor Solicitor Paralegal/ 6 yrs+ trainee 11 13 13 1

Case study Our practitioners (at a previous firm) advised the Hellenic Republic on its €206bn sovereign debt restructuring, the largest restructuring transaction in history, at a time of grave importance for the wider Eurozone.

For additional information on our firm, please visit our website at simmons-simmons.com.

Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliate practices. Accordingly, references to Simmons & Simmons mean Simmons & Simmons LLP and the other partnerships and other entities or practices authorised to use the name “Simmons & Simmons” or one or more of those practices as the context requires. The word “partner” refers to a member of Simmons & Simmons LLP or an employee or consultant with equivalent standing and qualifications or o an individual with equivalent status in one of Simmons & Simmons LLP’s affiliated practices. For further information on the international entities and practices, refer to simmons-simmons.com/legalresp Simmons & Simmons LLP is a limited liability partnership registered in England & Wales with number OC352713 and with its registered office at Citypoint, 1 Ropemaker Street, London EC2Y 9SS. It is authorised and regulated by the Solicitors Regulation Authority. A list of members and other partners together with their professional qualifications is available for inspection at the above address.

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