INTERNATIONAL RAIL

A Global Team of Industry Experts THE UK WAS THE FIRST COUNTRY IN THE WORLD TO SET UP PASSENGER RAIL FRANCHISE CONTRACTS IN 1996. LEADING ADDLESHAW GODDARD’S LAWYERS HAVE BEEN AT THE FOREFRONT OF THIS PROGRAMME FOR MANY YEARS. THE WAY NOW THE FRANCHISING MODEL IS SHIFTING AGAIN. RAIL SERVICES ARE ADAPTING TO CHANGES IN DEMAND, TECHNOLOGY AND FINANCING. ADDLESHAW GODDARD IS WORKING ALONGSIDE THE REGULATORS, TRAIN OPERATING COMPANIES AND FINANCIAL INVESTORS TO SUPPORT AND ADVISE THROUGH THIS TIME OF TRANSFORMATION.

We are an extensive full service Our clients include government rail team working across multiple departments such as DfT, infrastructure jurisdictions across the globe advising managers such as HS1 Limited and public and private sector clients across , manufacturers such all aspects including: as CAF and Hitachi Rail, financiers including Eversholt Rail and SMBC z Rail passenger concessions whom we advise on a full range of legal services from procurement, to funding z Infrastructure projects and finance, all aspects of contract and corporate law and dispute resolution. z Rolling stock manufacture and finance This is a snapshot of our expertise.

z Rail regulation

z Freight haulage CONTENTS

PASSENGER THE FUTURE OF INFRASTRUCTURE CONNECTING CONCESSIONS FRANCHISING COUNTRIES

ROLLING STOCK PIONEERS IN BUILDING A RAIL REGULATION MANUFACTURE COMPLEX FINANCE SUSTAINABLE AND FINANCE LEASING FUTURE IN RAIL

IMPLEMENTING FREIGHT ENVIRONMENTALLY ABOUT AG A NEW REGULATORY HAULAGE FRIENDLY WAGONS REGIME PASSENGER CONCESSIONS

DEPARTMENT FOR DEPARTMENT FOR – AMEY TRANSPORT TRANSPORT DEUTSCHLAND GMBH CONSORTIUM Advising the DfT on the West Advising the DfT on the Advising in relation to all Advising the consortium on their Coast Partnership procurement competitive procurement of the concessions operated by Netinera successful bids for the O&M West Midlands passenger rail Deutschland GmbH including its concessions on both Docklands franchise German subsidiaries Light Railway and Manchester Metrolink

RATP DEV TRANSDEV – RATP QATAR RAIL TRANSPORT FOR Advising the consortium on DEV CONSORTIUM Advising the bidding consortium the bid for the Dubai Metro Advising the consortium on for Qatar Rail on risk allocation Advising Transport for London on O&M Concession the bid for the Dublin North and risk management strategies the initial concept for the London Concession Rail concession THE FUTURE OF FRANCHISING

THE PROJECT OUR ROLE MAKING A DIFFERENCE

Addleshaw Goddard’s rail team advised the DfT On this highly bespoke project, our role Key to the success of this project was on the landmark West Coast Partnership (WCP) included planning and structuring the seamlessly working with the DfT and in franchise competition which included operation Partnership, beginning with a detailed feasibility collaboration with their other advisers on of West Coast and HS2 services. assessment for the initial proposition to the detailed solutions for the strategic issues combine HS2 and the Inter City West Coast that had been identified, implementing services and reviewing the procurement them in practice by preparing the ITT and challenges that this would pose (along with all franchise agreement which led to an effective of the other legal considerations). competition.

We worked as part of a joint DfT/HS2 Limited team to devise a way for the parties to work together through the life of the Partnership. The provisions we drafted ensure information flows effectively between them and any issues that may arise are addressed quickly and effectively, minimising disruption to passengers. INFRASTRUCTURE

TRANSPORT FOR NATWEST BANK LONDON LUTON AIPORT DAVENTRY LONDON Advising NatWest regarding Advising London Luton Airport INTERNATIONAL RAIL Advising Transport for London the financing of rolling stock on the £200 million Direct Air to FREIGHT TERMINAL on the power upgrade for the maintenance workshops located in Rail Transit (Luton DART) system Advising the developers on Piccadilly line which will transport passengers the UK’s largest intermodal rail between Luton Airport Parkway freight logistics centre on its station and the airport rail regulatory and track access arrangements

NETINERA QATAR RAIL LONDON ELECTRICITY DB INTERNATIONAL DEUTSCHLAND GMBH Advising Qatar Rail in connection Advising on the provision of the LED CONSORTIUM Advising Netinera Deutschland with the QAR327m joint venture private electricity distribution Advising on the bid for the GmbH and its German subsidiaries with an international operator system to supply power to HS1 Kenya-Uganda standard gauge regarding the sale of repair shops for investment in transportation railway project in Africa and infrastructure related projects technologies in Qatar CONNECTING COUNTRIES

THE PROJECT OUR ROLE MAKING A DIFFERENCE

At 18km long and €5bn in value, the Working for the Danish Government owned This project required flexibility and real Fehmarnbelt Tunnel is one of Europe’s biggest company, Femern A/S. we helped design imagination. After many years of legal infrastructure projects. Once completed it will the bidding process to select contractors. groundwork, construction of the tunnel finally be the longest immersed road and rail tunnel in The sheer size of the project meant several commenced in 2020 with completion targeted the world, creating a new link between Denmark construction contracts were let, with bidders for 2028. We know a long road (and plenty and Germany. But getting the work off the comprising consortiums from around the world. of legal legwork) lies ahead – but there’s ground (or under the sea) has been a hugely AG prepared bespoke contracts, including definitely light at the end of the tunnel. complex legal challenge. mechanisms to ensure different contractors work collaboratively. The contracts are in English, and clarity of expression was key, given the involvement of parties from many different jurisdictions. All contracts have also been designed to “speak to” each other – using the same provisions for ease of contract management in case future disputes involve several contracts – despite the diverse subject matter ranging from dredging to concrete production to electrical installations. ROLLING STOCK MANUFACTURE AND FINANCE

RAIL OPERATIONS SMBC/EQUITIX CAF EVERSHOLT RAIL GROUP GROUP Advising on the c.£1bn financing Advising on the manufacture Advising on over £1bn of new Advising on its framework and acquisition of 4 x new train and supply of a €200m order of rolling stock fleet financings, agreement with Stadler Rail fleets for operation on the Wales & Civity UK DMUs, placed by West under a series of separate Valencia for the purchase of Borders franchise Midlands Trains procurements run by GWR, FTPE (up to) 30 x Class 93 tri-mode and Rail Northern locomotives, valued at €130m

SMBC LEASING EXPORT DEVELOPMENT NETINERA BEACON RAIL Advising on the structured CORPORATION DEUTSCHLAND GMBH Advising on the company’s first investment into the leasing OF CANADA Advising Netinera Deutschland locomotive leasing agreements companies which own the Metro Advising on the financing of 250 GmbH in connection with the in both the UK and Germany de Madrid rolling stock class 66 and class 67 locomotives acquisition of trains under finance and on bidding to lease Vossloh for English, Welsh and Scottish lease structures. Investment locomotives in Norway Railways volume exceeds Euro 1 billion. PIONEERS IN COMPLEX FINANCE LEASING

THE PROJECT OUR ROLE MAKING A DIFFERENCE

In order to reduce the acquisition cost for We were representing Netinera Deutschland This project is seen as the first project in the financing of rolling stock, the German GmbH as the first provider of transport services Germany in which state guarantees were authorities (Aufgabenträger) in 2012 started to in Germany to accept the offer to financially embedded in highly complex lease structures. include the possibility to support the acquisition support the acquisition of the trains. The We entered new legal territory and created a of rolling stock by offering either public investment volume exceeded EUR 500 million. true piece of pioneer work that served and still guarantees or warranties procuring continued serves as blue print for many other transactions use of the trains upon the termination of the that followed this project. relevant concession. BUILDING A SUSTAINABLE FUTURE IN RAIL

THE PROJECT OUR ROLE MAKING A DIFFERENCE

In response to the UK Government’s We have advised Hitachi Rail on their Our broad policy understanding and significant commitment to rid the rail network of diesel successful bid for four new-build rolling stock expertise in sustainable transport means we only-powered trains by 2040, Hitachi Rail is procurements worth over £1bn which involved were well placed to advise Hitachi Rail on working to build a more hybrid environment, the supply and maintenance of their innovative achieving their procurement objectives. The investing in more sustainable technologies and bi-mode AT300 trains. bi-mode technology used on Hitachi Rail’s rolling stock solutions. AT300 models means the trains can run as sustainably as possible. They run on electric power wherever the network is electrified, only using diesel power where there are gaps in electrification infrastructure. The modern diesel engines are significantly lower emission than the previous fleets they produced. Crucially, this is cutting carbon dioxide emissions.

In addition, their regenerative braking capabilities create additional electricity, feeding back power into the overhead wires. This is reducing the amount of electricity that Network Rail needs to draw from power stations. So through working with Hitachi Rail, we were able to support them in achieving their commercial objectives – and the planet is benefiting too.. RAIL REGULATION

EUROSTAR (UK) LIMITED QATAR RAIL DAVENTRY SNCF Advising on the various track Advising on the establishment INTERNATIONAL RAIL Advising on the rail regulatory and station access agreements of an agreement between Qatar FREIGHT TERMINAL aspects of SNCF taking a majority between Eurostar and both HS1 Rail and the Ministry of Transport Advising the infrastructure owner stake in Eurostar (UK) Limited and Network Rail for the operation and Communications to regulate on the regulatory requirements together with the effects of of Eurostar’s international the subsiding of rail fares in order for operating a private rail various international treaties which train services and rolling stock to encourage the use of public corridor serving a number of rail- underpin the Eurostar services movements to/from the relevant transport within the State of Qatar connected storage units at DIRFT through the maintenance depot

INFRASTRUCTURE WEST MIDLANDS UK TRAM TRANSPORT FOR PROVIDER COMBINED AUTHORITY Advising on the establishment of a WEST MIDLANDS Advising a major infrastructure Advising on the different licensing new light rail safety and standards Advising on the regulatory provider on a number of and regulatory regimes applicable board to manage the provision aspects of the extension of the regulatory aspects relating to to the development of rail of safety standards and guidance West Midlands tramway over a access to track and stations infrastructure and services and within the UK’s light rail sector disused freight railway and the arising from the effects of the those applicable to tramways rights of Network Rail to be able Covid-19 pandemic to re-instate the freight railway at a later date IMPLEMENTING A NEW REGULATORY REGIME

THE PROJECT OUR ROLE MAKING A DIFFERENCE

Following a change in rail regulations as a result We have advised the infrastructure owner Through our strong knowledge of rail regulation of a decision by the European Union, the GB rail on the form of the access agreements and we were able to put together a set of standard industry regulator, the Office of Rail and Road connection contracts to be offered to the form agreements which met the regulatory (ORR), required the operation of train services tenants of the rail connected units and on requirements of the ORR while reflecting the on the privately owned rail corridor at Daventry the consultation exercise that is required by way that DIRFT operates and the contractual International Rail Freight Terminal (DIRFT) to the relevant regulations before the final relationship between the site owner and the be subject to the full track access regulatory approval of the ORR can be obtained for the various tenants of rail connected facilities. regime. This included both track access access contracts. This was particularly important in the case of contracts and connection agreements. the access charges, as they needed to tie in with the existing payment mechanism for the maintenance costs of the railway line, obtained through a pre-existing rental agreement. It was important to the client that this rent charge arrangement was not disturbed by the imposition of the new access contract. FREIGHT HAULAGE

DAVENTRY VTG RAIL UK FREIGHTLINER VTG RAIL UK INTERNATIONAL RAIL Advising on the purchase of a Advising on the negotiation of a Advising on multiple leases of FREIGHT TERMINAL new fleet of environmentally haulage contract with Mendip Rail wagon fleets to freight operating Advising the developers of the friendly intermodal freight for the operation of all of Mendip companies and corporates UK’s largest intermodal rail freight wagons, with bogies specifically Rail’s rail freight haulage services requiring rail vehicles to move logistics centre on the leasing of designed to provide less stress on and the acquisition of the Mendip goods and supplies rail connected freight facilities to the rail tracks Rail fleet of class 59 locomotives enable new low-emission freight flows to be established within the UK

ACCESS TO FREIGHT EXPORT DEVELOPMENT ROTTERDAM RAIL ALLCO FINANCE GROUP SIDINGS CORPORATION FEEDING B.V. Advising on the establishment of a Advising a freight operator on OF CANADA Advising Rotterdam Rail Feeding new locomotive leasing company negotiating an agreement for Advising on the financing of 250 on the acquisition of two and on its first transaction which access rights to sidings at the class 66 and class 67 freight additional freight locomotives was to purchase class 66 freight site of Gascoigne Wood mine in locomotives for English, Welsh to further develop its short haul locomotives and to lease them to Yorkshire and Scottish Railways freight services in the Netherlands ENVIRONMENTALLY FRIENDLY WAGONS

THE PROJECT OUR ROLE MAKING A DIFFERENCE

The development of new intermodal wagons We were required to draft complementary Due to our good industry knowledge and which are designed to reduce the amount of agreements which allowed for a prototype understanding of railway wagons, we were wear and tear on the railway tracks, thereby and production wagons to be built and for able to advise on the best methods of handling reducing the amount of maintenance required VTG to take a role managing the integration of the integration risk in order to minimise the to the railway and allowing for a reduced access the two main components while ensuring that overall project risk to VTG. We also ensured charge for operating those wagons on the UK each party took responsibility for meeting that technical changes to the body shells rail network. The project was complicated in their relevant manufacturing standards or bogies brought about by testing of the that VTG was procuring the bogies from one and delivery requirements as set out in the prototype wagon could be easily reflected in the manufacturer and the body shells from another relevant agreements. production runs in order to reduce the lead time manufacturer in order for VTG to get the best between prototype and production wagons. overall track-friendly wagons. However, this An important step, given that most of the meant that VTG had to take an amount of the wagons are expected to be pre-let. integration risk between the two parts of the wagon. ABOUT AG

OUR CORE SECTORS FACTS AND FIGURES & SERVICE LINES 1167 255 LAWYERS PARTNERS

ENERGY & RETAIL & UTILITIES CONSUMER 200+ 14 JURISDICTIONS OFFICES in which we have advised clients in the 6 UK last 3 years London, Leeds, Manchester, Edinburgh, Glasgow and Aberdeen 8 OVERSEAS , Paris, Doha, Muscat, Dubai, FINANCIAL TRANSPORT 21 Singapore, Hong Kong and a strategic SERVICES alliance with Hashidate in Tokyo NATIONALITIES Capabilities to speak over 36 languages 45 40+ CSR INITIATIVES We are active in 45 different Corporate HEALTH REAL ESTATE FTSE 100 CLIENTS Social Responsibility initiatives focused Including Diageo, DfT, National Grid, on ‘Unlocking Young Potential’ SSE, BP, GSK, Sainsbury’s, Barclays and Standard Life Working from 14 offices around the world, WE WORK WHERE we’ve acted in 94 countries for our clients in the last three years. You can rely on us OUR CLIENTS NEED wherever you need an imaginative legal US TO WORK solution to a pivotal business problem.

Tokyo Through a formal alliance with Hashidate Law Office

Aberdeen Edinburgh Glasgow Muscat Leeds London Manchester Dubai Paris Where we’ve supported clients in the last three years Doha Hamburg Hong Kong

Singapore CONTACTS

PAUL HIRST Head of Transport +44 (0)7595 777 949 [email protected]

RÉMY BLAIN ECKART BUDELMANN Partner, Head of Paris Office Partner, Corporate, Germany +33 (0)1 84 13 49 35 +49 (0)40 87 4060 12 [email protected] [email protected]

BEVAN FARMER MARTIN FLEETWOOD Partner, Construction and Engineering, Projects Consultant, Infrastructure Projects & Energy +971 (0)55 148 8591 +44 (0)776 357 7938 [email protected] [email protected]

SARA GILMORE URSULA GOULD Partner, Infrastructure, Projects and Energy Legal Director, Infrastructure Projects +44 (0)7738 023 161 +44 (0)161 934 6382 [email protected] [email protected]

ALEX HIROM MICHAEL LEUE Partner, Construction Partner, Head of Hamburg Office +44 (0)7919 106610 +49 (0)172 451 6 420 [email protected] [email protected]

JAN-OLIVER SCHROTZ CLIVE SMITH Partner, Commercial, Germany Partner, Asset Finance and Leasing +49 (0)173 3617 597 +44 (0)789 478 9765 [email protected] [email protected] PROBLEMS. POSSIBILITIES. COMPLEXITY. CLARITY. OBSTACLES. OPPORTUNITIES. THE DIFFERENCE IS IMAGINATION.

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