Our services to Her Majesty's Government - RM3787 Finance & Complex Legal Advice Services Panel - Dentons

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Our services to Her Majesty's Government - RM3787 Finance & Complex Legal Advice Services Panel - Dentons
Our services to
Her Majesty's Government
RM3787 Finance & Complex Legal Advice Services
Panel
August 2019
Official/Sensitive
Our services to Her Majesty's Government - RM3787 Finance & Complex Legal Advice Services Panel - Dentons
RM3787 Finance & Complex Legal Advice Services Panel
       Our global commitment to Government and to HMG
       We have a global commitment to and understanding of government business.
       This is in our DNA; it affects who we hire, how we train our people and the
       services we offer. We target work for governments, worldwide. Our UK team has
       advised over 40 governments outside the UK and has long been known for its
       work for HM Government − half of our UK partners have worked on HMG
       business.
       Our Government team, across all our legal disciplines, is trained in how to work
       with government through our Government Academy so it hits the ground running,
       with real understanding of how government works and how to get business done.
       We welcome recruits from government legal teams.
       We are proud of our track record and our strong relationships with Government
       and would like to thank BEIS (and before that DECC), the Cabinet Office, Defra,
       DFID, DfE, DWP, the FCO, HM Treasury, the Home Office, the Ministry of
       Defence, UKEF, UKGI, and our other HMG clients for the trust and confidence
       they have placed in us over recent years and the interesting projects in which we
       have been privileged to be involved.

       England, Wales and Scotland
       Dentons has approximately 200 partners and 800 lawyers and is fully equipped to
       advise HMG in England, Wales and Scotland.

       Supporting HMG outside the UK since 2017
       Our exceptional global reach has already been valuable to HMG. Dentons'
       lawyers in the following countries have supported Brexit or trade-related work for
       HMG : Austria, Belgium, Canada, Czech Republic, Dubai, France, Germany,
       Holland, Hong Kong, Italy, Poland, Romania, Singapore, S. Korea, Spain, Taiwan
       and the USA. In addition, we have coordinated or are coordinating input from         Dentons is the world's largest law firm by headcount; we have
       non-Dentons lawyers from our network to HMG work in Cyprus, Finland, Greece,         over 10,000+ lawyers and professionals in 177 locations in 79
       Japan, Norway, Portugal and Sweden. Dentons has also been appointed to
       support CEFAS across the Caribbean and Africa.                                       countries.

We combine the heritage of 250+ years' practice in the UK with the commitment to change of a challenger brand, seeking to reinvent the practice of law. Our geographic
reach and cultural approach mean we can bring to bear, for the benefit of our Government clients, lessons learned from our work for other governments around the world,
many of which face similar challenges. We can also offer practical support − from meeting rooms, secretarial support and local language skills to deep local law expertise,
globally. We have founded the world's broadest and deepest law firm referral network and so can support HMG's selection of counsel in 175 jurisdictions, worldwide.
Security cleared team - 20 members of our team have security clearance at all levels.

                                                                                                                                                                              1
Our services to Her Majesty's Government - RM3787 Finance & Complex Legal Advice Services Panel - Dentons
Click to see our expertise in your required specialisms
      We have substantial resources in each of the legal specialisms covered by our appointment
      to the panel and have outlined our expertise in each area (click through for more
      information):

      Corporate Finance                                               Asset Finance
      Rescue, Restructuring & Insolvency                              High Value or complex transactions and
      Financial Services, market and                                  disputes
      competition regulation                                          High value or complex merger and
      Investment and Commercial Banking                               acquisition activity
      Insurance and Reinsurance                                       Projects of exceptional innovation and
                                                                      complexity
      Investment and Asset Management
                                                                      All aspects of law and practice relating
      Equity Capital Markets
                                                                      to international trade agreements,
      Debt Capital Markets                                            investments and associated regulations,
                                                                      and to the United Kingdom's exit from
                                                                      the EU
                                                                      Credit/bond insurance, counter
                                                                      indemnities, alternative risk transfer
                                                                      mechanisms

Notes: 1. All client-related information is either cleared for use or is not confidential. 2. Some limited experience cited is of partners at their previous firms. 3. All our offices
work in integrated teams, nationally. As such, offices have no service limitations but not every office has lawyers from every service line. 4. Each page has a link (top right)
that will bring you back to this page.
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Our services to Her Majesty's Government - RM3787 Finance & Complex Legal Advice Services Panel - Dentons
How to access our services
Get in touch with our relationship team − your concierges to our services
We have established a core HMG relationship team, all of whom work extensively for Government. They are your service concierges and will
connect you to the team you need, whether that be from Dentons or one of our partner firms.

Relationship Team

           Jeremy Cohen                          Catherine Bingham          Christopher
           CEO, Strategic                        Partner, co-head           McGee-Osborne                  Tessa Blank
           Relationship Manager                  Global Government          Partner, co-head               Partner
           T +44 20 7246 7371                    T +44 20 7320 6367         Global Government              T +44 20 7246 7128
           M +44 7818 04548                      M +44 7771 842799          T +44 20 7246 7599             M +44 7880 055799
                                                                            M +44 7771 842846

                                                                           Sarah Lima                      Abbie Pokorny
            Edward Hickman                       Mark Bassett
                                                                           Senior Associate                Senior Associate
            Partner                              Counsel
                                                                           T +44 20 7246 7412              T +44 20 7320 3940
            T +44 20 7246 7705                   T +44 20 7246 7236
                                                                           M +44 7557 847516               M +44 7741 323691
            M +44 7940 426154                    M +44 7795 618271

  "A key part of Dentons' strategy is its long commitment to working for
  Government. We are delighted to be on both the General Legal Services
  and the Finance and Complex Legal Services Panels. Please contact me
  to discuss any aspect of our service." − Jeremy Cohen

Other key professionals

         Debi Coles
         Senior Key Account Manager                Rachel Harris           Adam Brown                 Zara Skelton                  Samuel Little
         T +44 20 7246 7126                        Key Account Manager     Knowledge Manager          Knowledge Manager             Revenue Controller
         M +44 7785 573994                         T +44 20 7320 6874      T +44 20 746 7014          T +44 20 7320 6087            T +44 20 7246 7281

  02/09/2019                                                                                                                 4
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                                              Corporate Finance
Greek roads: In the Greek financial crisis, advising the Greek      Aprirose Limited: Advising this UK-based real estate
                                                                                                                                                    Key facts
Government on the financial restructuring of their toll roads       investment company on the financing arranged by Goldman
projects. This involved separate and drawn out discussions          Sachs of its acquisition of QHotels group. The total purchase                 33 Partners
with 3 project consortia and supporting bank syndicates.            price paid to Bain Capital Credit and Canyon partners was                     24 Senior Solicitors
DECC: Carbon Capture & Storage Commercialisation                    £525 million. The portfolio includes 26 four- and five-star                   43 Solicitors
Competition: The firm's work on CCS included drafting and           hotels and golf courses across the UK, with a number of them                  2 Paralegals/trainees
negotiating (with the two preferred bidders) bespoke                located in cities ie Manchester, Leeds and Glasgow.
Contracts for Difference designed for up to £8bn funding for        Cola Içecek Anonim Şirketi (CCI): Acting as Turkish, US                       Key people
CCS. This involved detailed work on the EMR generic CfD to          and English law counsel to CCI, the Coca-Cola bottler for                  Catherine Astruc, Partner
make it suitable for use with CCS technology (for example,          Turkey, Central Asia, Pakistan and the Middle East, on its                 Has a very broad
adding a mechanism to ensure that CO2 which leaked                  successful issue of US$500 million 4.215% Notes due 2024                   finance experience in
offshore gave rise to a claw back of difference payments) and       (Rule 144A/Regulation S).                                                  acquisition and leveraged
to interface with DECC's grant funding contract (for example        Kohlberg Kravis Roberts & Co: Advising on the €6.8 billion                 finance, general corporate
by allowing adjustment to the strike price if risks taken by        acquisition of Unilever’s spreads business. The business is                lending, workouts and
HMG crystalised). As a result, we gained a very detailed            active in 100+ countries and we advised through our offices in             restructuring acting for a mix of
working knowledge of the CfD as it evolved during EMR               most jurisdictions. The acquisition was agreed 24 hours after              financial institutions, sponsors
                                                                                                                                               and other corporate borrowers.
BEIS: Advising on the sale of the Green Deal Finance                KKR became preferred bidder. The complex/time-pressured
                                                                                                                                              James Irvine, Partner
Company (GDFC) (the government being the senior/junior              transaction, required establishment of a business the size of a
                                                                                                                                              James is a multi-specialist
lender to GDFC).                                                    FTSE100 group from scratch. Dentons led: global legal due                 corporate finance lawyer with
ING Bank and others: Advising on the Scottish aspects of            diligence; assisted on the structuring and negotiation of                 emphasis on insolvency and
c£1bn of funding provided to Floatel International Group. As        transaction documents; establishing a group wide new IT                   restructuring, asset based
well as advising on transactional paperwork we providing            system and licences and permits for the global business. The              lending and general banking.
specific structuring advising around the approach to the            UK team led around 200 Dentons and a further 100 non-                     James now acts primarily for
security package for the transaction                                Dentons lawyers globally.                                                 banks and other financial
Virgin Atlantic Airways: Advising on its three-year, US$150         Government Grant Schemes: Advising: DECC on                               institutions on a range of
                                                                                                                                              mainstream transactions and he
million secured syndicated revolving credit facility with options   establishing the Green Deal financing structure & disposal of
                                                                                                                                              has both transactional and
to increase to US$350 million and extend the term to five           the Green Deal finance company; DFE on negotiation of
                                                                                                                                              general advisory experience.
years. The was secured against aircraft and engines and will        brand licences, state aid and grant funding (incl security &
be used to help the airline invest in its customer experience       clawback) for Institutes of Technology (12 consortia                      Isaac Felderbaum, Partner
and plan for future growth.                                         successful so far); BEIS on design and State aid approval for             Heads up Dentons' syndicated
MHCLG: Acting under the current panel on its assessment of          British Business Bank, to increase supply of credit to UK                 loans team. His experience
a funding request from a County Council under the EU                SMEs. EU approval was secured for the mandated arm of the                 covers secured and unsecured
                                                                                                                                              lending both bilateral and
funding requirements, in connection with a low carbon fund.         BBB to be funded by up to £6bn on a non-commercial basis;
                                                                                                                                              syndicated with sovereign,
BEIS and LCCC: Advising on the updating and "Brexit-                Creative Scotland developing funding and grant agreements                 international organisations,
proofing" of the industry standard Contract For Difference.         for Scottish screen/creative industries & Scottish Investment             financial institutions and corporate
                                                                    Bank on grant, debt & equity funding for early stage and                  borrowers and additionally
                                                                    community interest companies.                                             advising on structured finance.
Kinds/Volume of Clients: HMG. Large number of listed and private corporate businesses and private equity houses on their
financing work including Aberdeen Asset Management plc, Optos plc, Superglass Holdings plc and British Polythene Industries
plc , Blackstone, Kohlberg Kravis Roberts, Ryanair, Airbus, Qatar Airways, etc.), governments (Ghana, Kenya, Oman), energy            For help and support in Corporate Finance
                                                                                                                                      law please email:                         3
and infrastructure companies (Total, John Laing, EDF)                                                                                 HMGRelationshipTeam@dentons.com
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Corporate Finance

   Case Study − Oaktree cross-border securitisation                                  As well as providing English law advice, we coordinated Irish, Luxembourg,
                                                                                     French and Spanish law advice, and project managed the complex cross-
                                                                                     jurisdictional issues and many varied aspects of this transaction in a cost efficient
Dentons advised on the successful purchase of two residential mortgage loan          manner, utilising appropriate qualified personnel with the appropriate charge out
portfolios from the Irish Bank Resolution Corporation (the "IBRC") by funds          rates so as to reduce the overall cost to the client. Dentons regularly discussed
managed by Oaktree Capital Management, L.P. The IBRC was formed by the               key project deliverables and project management with the client (Matt Gilmour,
court-mandated merger of two nationalised Irish state-owned banking institutions, one of the managing directors of the client's captive asset manager, commenting
Anglo Irish Bank and Irish Nationwide Building Society.                              that he uses Dentons for their project management skills as well as their legal
The residential mortgage loans are subject to Irish Central Bank regulation, and skills)
are managed by an Irish regulated mortgage servicer.                                 Dentons achieved the client's desired commercial objective in a compressed
Each purchase was by a newly incorporated Irish company, which funded itself         timeframe. This required Dentons to have expertise in all of the fields referred to
through a senior warehouse facility (made available by Citibank, N.A., London        above, identifying the possible legal issues for the different stakeholders, and
Branch, under an English law facility agreement) and through junior loan notes       addressing them all in a practical and pragmatic way. The client treated Dentons
(subscribed by an Oaktree Luxembourg fund vehicle).                                  as their interface with each of the other legal teams in each jurisdiction
After two years, each purchaser subsequently refinanced all or part of its senior (comprising Dentons' overseas offices and non Dentons offices), saving the client
warehouse facility agreement by securitising some of its mortgage loans in April time and minimising the risk of legal risks not been addressed.
2017. This involved the sale of mortgage loans to a new Irish vehicle, Grand         When purchasing the loan portfolios from the IBRC, the purchaser received no
Canal Securities 1 DAC, which in turn issued over Euro 320,000,000                   asset warranties from the IBRC. Dentons therefore coordinated appropriate due
securitisation notes backed by such mortgage portfolio.                              diligence to mitigate the risks for our client purchasing a loan portfolio without the
These securitisation notes are governed by English law, and were placed with         benefit of asset warranties.
investors across Europe, in accordance with applicable European regulatory           Dentons' knowledge both of the legal and commercial risks and of investor
restrictions. This was an innovative securitisation, being one of the first          appetite enabled us to give strategic advice to the client as to which risks the
securitisations of secondary traded Irish residential mortgage loan portfolios, with client should take and which risks securitisation investors would be willing to take.
a number of new structural and credit enhancement features. This transaction is These investor risks were then described in the prospectus, under which the
similar to the UK Asset Resolution and Bradford & Bingley plc UK mortgage loan securitisation notes were offered to potential investors.
portfolio sales, and the subsequent Ripon Mortgages and Harben Finance
securitisations, in respect of which Dentons acted for the Financial Services
Compensation Scheme.
Dentons provided key strategic advice on this innovative transaction, advising on
different possible strategies for the client (for example, a portfolio sale vs a
securitisation; in-house asset management vs third party asset management).
Dentons helped devise a risk retention structure to comply with recent EU capital
requirements regulations applicable to regulated entities investing in
securitisations. Dentons documented various structural enhancements to the
securitisation to make different classes of notes appealing to different classes of
investors and to obtain the desired credit ratings.
                                                                                                                                                                              4
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                           Rescue, Restructuring & Insolvency                                                                                      Key facts

Carillion (Project Athens): Advising Cabinet Office & MOJ          Hatfield Colliery Partnership Ltd: Acting for coal mine                         14 Partners
in the contingency planning for Carillion's failure. Including     operator on series of financial restructurings including                        8 Senior Solicitors
the transfer of contracts to GovCo. Advising on procurement,       bilateral loans with the National Union of Mineworkers, and                     20 Solicitors
insolvency, employment, pensions & public law.                     DBIS; sale and lease back arrangements with key                                 3 Paralegals/trainees
Carillion (Official Receiver and Special Managers):                stakeholder; and a £20m reimbursable grant from DBIS by
Advising on all aspects of the liquidation. Including continuity   way of closure aid (a form of state aid).
                                                                                                                                                 Key people
of supply and transfer of contracts to other suppliers or HMG.     Financial Services Compensation Scheme: Advised on                           Tessa Blank, Partner
                                                                                                                                                Profile: Experienced in all areas
Project Muscat: Advising DHSC on contingency options               the nationalisation of Bradford & Bingley, including assisting               of contentious insolvency work
regarding a waste disposal supplier.                               in drafting emergency legislation and transacting a loan of                  and significant experience in
Project Bonaparte: Advising DFID on serious issues in a            £15.65 billion by FSCS to B&B. and currently advising on                     restructuring and non-
British Overseas Territory arising from the insolvency of a        ongoing asset disposals.                                                     contentious insolvency work.
principal contractor on a multi-million pound project to           Lehman insolvency: Advised administrators of Lehman                          Has advised HMG and all other
construct an airport.                                              group company on a priority dispute (Waterfall litigation)                   stakeholders both domestically
Virgin Stagecoach: Advised on termination of East Coast            concerning $10bn surplus in UK group insolvency. Supreme                     and in cross border matters.
Main Line passenger rail franchise, including possible £multi-     Court judgement landmark case. In addition helped the client                 Neil Griffiths, Partner
bn variations to and renegotiation and/or early termination of     hedge litigation risk in an innovative JV between the client &               Profile: Specialises in all
the franchise; public law, procurement, judicial review,           2 US hedge funds.                                                            aspects of insolvency, in
litigation, financing & solvency issues, tax, pensions and         Birmingham Highways: Acting for Lloyds Bank plc as agent                     particular contentious and
communications strategy (incl. Parliamentary proceedings).         for the lending syndicate in relation to the restructuring of a              litigious work. Much of his
                                                                                                                                                work is high profile and
Mriya Agro Holding plc: US$1.3 billion Ukrainian                   PFI contract for the upgrading and maintaining of the
                                                                                                                                                confidential and focuses on
agricultural restructuring. Advising Cypriot liquidators on debt   Birmingham Highways project.                                                 negotiating successful
restructuring of this Ukrainian agro-industrial group. The         Many national governments: Advising on industry                              outcomes in complex and
complex, 3-year transaction involved a group-wide corporate        restructuring and privatisations.                                            sensitive situations.
re-organisation of the industrial asset and land bank holding      Bradford & Bingley Building Society: Advising the                            Celia Hayward, Partner
companies of the group & innovative financial restructuring.       Financial Services Compensation Scheme on the £18bn                          Profile: Specialises in
ShEx and DBIS: Advising in lending £4m to the UK coal              rescue of depositors. Working with HM Treasury, the Bank of                  banking workouts and
group to support a managed wind-down of the group's last 2         England and the Financial Services Authority, we assisted in                 restructuring and general
deep coal mines.                                                   the drafting of emergency legislation and created a                          corporate lending. Has
                                                                                                                                                experience of acting for
Aardvark TMC Limited: Acting on its court-approved                 framework for the protection of depositors.
                                                                                                                                                facility agents, security
restructuring, and subsequently acting for KPMG as                 Network Rail: Advising on its bid for part of British Steel's                trustees, senior and
administrators on a disposal of its Scottish coal mining           business at Scunthorpe which follows the process of                          mezzanine lenders, steering
interests to Hargreaves Surface Mining Limited.                    liquidation of British Steel Limited.                                        committees, borrowers,
Petroplus: Advising the administrators, PwC, on the                                                                                             administrators and other key
administration of two of the UK subsidiaries of Petroplus,                                                                                      parties in the workout arena.
which owned and operated a refinery at Coryton and a                                                                                 Ian Fox                   James Wilson
storage facility in Teesside.                                                                                                        Celia Hayward             Doug Blyth
                                                                                                                                     Stuart Fitzsimmons        Craig Kennedy
                                                                                                                                     Susan Kelly               Jonathan Sears

Kinds/volume of clients: HMG; numerous large corporates and financial institutions; insolvency officers. Numerous national           For help and support in Rescue, Restructuring
                                                                                                                                     & Insolvency law please email:
governments                                                                                                                          HMGRelationshipTeam@dentons.com               5
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Rescue, Restructuring & Insolvency
                              Case Study − Carillion                                   and Property etc. Order 2008, (the B&B Order) which provided for transfer of B&B's
                                                                                       deposit book and certain assets to Abbey National (Santander). The transfer was
On 15 January 2018, Carillion plc, the UK’s second biggest construction/services       matched by cash of £18bn, (equivalent to the transferred deposits) paid by FSCS to
firm, went into liquidation. The Official Receiver ("OR") was appointed as liquidator, Abbey National in lieu of compensation to depositors under the FSCS compensation
assisted by PwC as special managers. Carillion was a strategic supplier to HMG,        scheme. This in turn required FSCS to raise £15.65bn by borrowing from the BoE
delivering c.450 contracts accounting for 38% of Carillion's revenue (c.£2bn).         (later from HMT). This loan was negotiated and documented over the weekend, and
Dentons was originally retained to advise the Cabinet Office (CO) on contingency       the documents, and the B&B Order, were finalised, approved and signed by the PM
planning in case of Carillion's failure and was then retained in parallel by the OR on and the Chancellor on Monday morning. £18bn was paid by FSCS to Abbey National
the liquidation. We: (1) advised on strategy for, and negotiated transfer of, 19       at the same time. This enabled HMG to announce the rescue of B&B depositors
contracts to new providers or in-house to Government; (2) reviewed, devised strategybefore markets opened. We later advised FSCS on another "Resolution Weekend"
for and produced disclaimer notices for 275 commercial contracts & 96 properties.      on the collapse of Icelandic Banks Kaupthing and Heritable and the failures of
The disclaimer process required strategic input as to which contracts needed to be Landsbanki (Icesave), London & Scottish and Dunfermline Building Society. The
disclaimed, weighing the cost & value of the exercise; (3) helped develop strategy for Treasury Select Committee Enquiry into the banking collapse commended the FSCS
employment & pensions issues which were often extremely sensitive and required         for its innovative solutions. Following the resolution of B&B, Dentons continued to
urgent attention; (4) undertook detailed contract review of 37 complex PFI/PPP         advise FSCS on the recovery of its £15.65bn advances. In 2017 this work culminated
projects, including developing & implementing advice around transfer/exit; (5)         in the announcement that a large part of the B&B mortgage book was to be sold to a
developed policies regarding contracts with suppliers & customers and then             consortium of major financial institutions, resulting in a recovery of £10.9bn by FSCS,
implemented that strategy in direct negotiations; (6) co-ordinated & drafted           with further recoveries to be made from future disposals.
documentation required for the appointment of the OR and/or special managers to
the companies in liquidation; (6) advised on whether to continue 88 separate sets of
litigation; (7) advised in respect of Select Committee hearings; (8) helped develop
and implement environmental/health & safety advice.

      Case Study − FSCS – Bradford & Bingley (B&B) and other rescues
We were instructed by FSCS shortly before news broke that B&B was in financial
difficulties. A Dentons team attended emergency weekend meetings at HM Treasury
with FSCS' General Counsel. The B&B rescue required high level legal skills applied
at short notice under extreme time pressure – a solution had to be devised,
negotiated, documented and implemented within 48 hours. This demanded
innovation and a collaborative approach to problem solving, motivated by the need to
maintain the integrity and stability of the UK banking system. Between Saturday
morning and Monday morning – now termed a "Resolution Weekend" - we worked
with advisers to HMT and the Bank of England to create a rescue for B&B's 2.5m
depositors; the first of the financial crash. It raised challenges not faced in living
memory. FSCS was at the centre of the solution, which was to transfer B&B's
depositors to another, healthy bank. The rescue required emergency secondary
legislation under the Banking (Special Provisions) Act 2008 before markets opened
on the Monday. We helped draft the Bradford & Bingley plc Transfer of Securities                                                                                                 6
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       Financial Services, market and competition regulation                                                                                                   Key facts
Financial Conduct Authority:                                             European supranational organisation: Advising on the ongoing
• Adrian Magnus was seconded to the FCA's Competition Division           Market Abuse Regulation obligations of an issuer of listed bonds.
                                                                                                                                                             16 Partners
     for six months, working with senior officials from all the FCA's    Financial services firm: Advising on a leniency application to the
     divisions on preparations for competition concurrency.              competition authorities.                                                            9 Senior Solicitors
• Celyn Armstrong and Katharine Harle have 12 years experience           Scottish electricity market privatisation: Advising on EU and                       10 Solicitors
     in-house at the FCA/FSA, including during the financial crisis.     competition law aspects.                                                            4 Paralegals/trainees
• We successfully defended the FCA from BBA's judicial review of its     Passenger rail franchise owning groups: Merger clearances for
     PPI complaints handling rules.                                      passenger rail franchise acquisitions for clients including: MTR                    Key people
• We succeeded in striking out Stewart Ford's £600m claim for            Corporation; National Express; Virgin Rail Group, Stagecoach.
     misfeasance in public office in respect of the FCA's enforcement    Regulated Utility Market Reform: Advising Ofgem on the New                       Adrian Magnus, Partner
     action against him and Keydata.                                     Electricity Trading Arrangements (the current wholesale electricity              He has over 30 years’
FSCS: Advising on its recovery of £10.9bn following the Treasury's       market framework) and on offshore transmission regulation; National              experience of advising clients
sale of a portfolio of mortgages from Bradford & Bingley to Blackstone   Grid Gas on the Network Code/Unified Network Code (the wholesale                 on a wide range of UK and EU
and Prudential and assisting with numerous high profile defaults         gas market framework).                                                           competition law issues,
including London Capital & Finance and Connaught.                        The Association of Train Operating Companies: Advising on the                    including UK and EU merger
Ofwat: Supporting Ofwat's team in relation to the exercise of its        Network Code (the code for allocation of rail capacity). Now advising            control, cartel investigations
statutory functions regarding the water special merger regime for the    Network Rail on the same.                                                        (including advising on several
merger of Severn Trent and Dee Valley; the first merger considered       Toshiba: Advising on the regulatory, investment and other clearances             dawn raids), market
under new statutory provisions which enabled the CMA to clear a          in the UK, France, Germany, Belgium, Italy, Sweden and The                       investigations, competition-
qualifying merger at “Phase 1".                                          Netherlands for its sale of Westinghouse.                                        related litigation and disputes,
Ofwat: Advising on the proposed guidance and template agreement          Transport for London on State aid and competition law aspects of its             abuse of dominance, public
for adoption of water and wastewater infrastructure, aimed at            telecommunications project to deploy wireless connectivity across its            procurement, commercial
improving competition and consumer outcomes in the construction and      estate and network.                                                              agreements and conduct, and
adoption of new infrastructure.                                          MHCLG: Advising on an application to set up a financial instrument –             compliance training.
Elexon: State aid and regulatory advice in relation to a proposed        the low carbon innovation fund (LCIF2) - under ERDF rules. This                  Michael Dean, Partner
electricity industry code modification to seek to manage the             involved assessing the compliance of over £9m of ERDF funding from               Michael has 30 years
suspension of the Capacity Market when state aid approval was            an EU funding rules, state aid and public procurement perspective.               experience of EU and
quashed.                                                                 Standard Life Aberdeen plc: Advising in relation to the FCA’s                    competition law advice and
Green Investment Bank: EU state aid approval for £3bn capitalisation     platform market study                                                            proceedings before the courts
of GIB and extension of GIB's remit.                                     National Investment Agency: advising on repayment obligations in                 and the UK and EU
Airports Commission: Advising on potential state aid issues as part      respect of rescue aid made to a company in financial difficulty in               competition authorities.
of its Reports to HMG.                                                   anticipation of its sale.
DECC: Supporting state aid process on UK carbon capture and              Merger control: Advising a range of clients on UK, EU and
storage.                                                                 international merger control approvals, including: Enbridge, Total, AL-   Katharine Harle    David Collins
British Business Bank: Advising HMG on the design, establishment         KO, Avis Budget, KPS Capital and Kohlberg.                                Chris Graf         David McGowan
and state aid approval of the BBB.                                       Financial services firms: acting in relation to internal and regulator    Catriona Munro     Carolyn Burns
Highlands & Islands Enterprise: Defence against a Francovich             investigations into financial regulatory breaches and financial crime     Guy Norfolk        Charles Wood
damages claim and a state aid complaint.                                 matters.                                                                  Michael Wainwright Matthew Hanslip
                                                                                                                                                   Celyn Armstrong Ward
Kinds/volume of clients: HMG; Banks, asset managers, energy companies, transport/infrastructure providers, retailers, regulators                                      Christopher
including: Aberdeen Asset Management; Aegon UK; AIG; Aon; Avis Budget; BGL (comparethemarket.com); Centrica Storage;                                                  McGee-Osborne
DECC; DHL; EDF Energy; Edinburgh Airport; FCA; FSCS; Flextronics; Informa; JPMorgan Chase; John Lewis; KKR; Lloyds Bank;
Luton Airport; Mizuho; MTR; Network Rail; Ofgem; Ofwat; Qatar Airways; RBS; Royal Mail Group; Sainsbury's; Sainsbury's Bank;                       For help and support in Financial
Stagecoach; Standard Life; SMBC Europe; Total; Transport for London; Wizz Air; World Fuels; Yamaha Music Europe                                    Services law please email:
                                                                                                                                                   HMGRelationshipTeam@dentons.com        7
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 Financial Services, market and competition regulation
   Case Study − Ofwat, Water and Sewerage                       drafting of documents for which Ofwat was                The final judgment provided the regulator with a
                Liberalisation                                  responsible.                                             significant and helpful analysis of its powers under
                                                            •   Developing a transition plan for the new regulatory      FSMA and the interaction between the FCA Principles
We provided legal support to Ofwat, to develop the              framework to ensure the orderly transition of the old    and more detailed rules. This was particularly timely as
regulatory framework for retail competition in the              competitive market to the new market, supported by       it preceded the regulator taking a more interventionist
market for water supply and sewerage services to                legally enforceable obligations.                         approach, which would not have been possible under
businesses in England and Wales. Regulatory impact          •   Engaging with the legal teams at other stakeholders      FSMA as it was had the BBA arguments succeeded.
assessments suggested the market changes could                  to ensure smooth delivery of legal workstreams.
benefit 1.2million non-household customers to the tune                                                                   During the course of the litigation we provided practical
                                                            •   Supporting robust decision making processes by
of £200m. Additional pressure to ensure success came                                                                     and concise advice to ensure the regulator complied
                                                                producing more formal legal notes for senior
from the problems with a previous attempt to introduce                                                                   with its duty of candour and dealt robustly with tactical
                                                                decision makers where appropriate.
retail competition in 2005.                                                                                              disclosure requests. Since the challenge was also
                                                            •   Supporting the development of operational
                                                                                                                         brought against the Financial Ombudsman Service we
There was a complex governance and delivery                     processes that supported the regulatory framework.
                                                                                                                         put in place a common interest privilege agreement
structure to take account of the interests of industry,     •   Managing the legal risks register with the in-house
                                                                                                                         enabling us to work closely and co-ordinate with their
Defra, the Welsh Government and Ofwat. The different            team.
                                                                                                                         legal team. We instructed a mix of regulatory and
policy position of the Welsh Government on retail           The enlarged competitive market opened on time on 1          judicial review counsel who ultimately compared
competition added complexity and a private sector           April 2017. Several new companies have been granted          favourably to the BBA's counsel (who included Lord
“delivery partner” was appointed to achieve some            licences, incumbent water and sewerage companies             Pannick QC). Instructing solicitors complimented us
project milestones.                                         have taken the new opportunity to exit from the retail       on working closely and effectively with them whilst
We advised on the following Public Law, Projects,           market and there is evidence of customers switching          paying due deference to their expertise thus avoiding
Contracts, Competition Law, Outsourcing, Dispute            provider.                                                    duplication and keeping costs down whilst still
Resolution, EU Law, Public Procurement Law,                                                                              achieving a successful outcome.
                                                                     Case Study − FCA judicial review
Environmental Law, Finance, Restructuring/Insolvency,
Information Technology, Information Law, Real Estate,       £36 billion worth of consumer redress has been paid
Tax and Employment Law including the following:             since we assisted the FCA (then FSA) in successfully
• Providing analysis of the legal requirements for the      defending their PPI complaints handling rules from a
   project based on the project plan and the enabling       judicial review brought by the BBA. This high profile
   primary legislation to identify key legal workstreams,   challenge was all dealt with on an expedited basis with
   interdependencies and deliverables as well as            a rolled up permission and merits hearing within 6
   issues for to be resolved.                               months of the claim being issued ensuring consumer
• Advising policy leads on the constraints of the legal     redress was not delayed.
   framework to support the development of optimal          The public face of the BBA's challenge was that the
   policy solutions.                                        FCA was imposing sales standards retrospectively. As
• Providing input on 10 pieces of secondary                 well as mounting claims of illegality based on complex
   legislation, drafting licence conditions and drafting    points of statutory interpretation, the claim traversed an
   or revising 5 new industry codes and several pieces      extensive period of insurance sales regulation dating
   of guidance which implemented the project plan and       back to pre-1998. Responding to the claim and
   policy solutions.                                        demonstrating that there was no retrospectivity
• Preparing papers for and attending industry               required extensive interviews and evidence covering
   workshops in relation to key workstreams.                years worth of consultation papers and public                                                                            8
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                    Investment and Commercial Banking                                                                                                  Key facts

   Republic of Kenya: Advising the borrower on the US$800             UK clearing bank: Advising on £100 million facility for                        33 Partners
   million loan from a syndicate of banks and negotiating the         Primary Health Properties, the UK's leading healthcare                         24 Senior Solicitors
   same with the lenders and their legal advisers. The loan will      property investor, secured on a portfolio of 40 medical                        43 Solicitors
   fund over 200 infrastructure projects in Kenya.                    centres, GP surgeries and pharmacies across the UK.                            2 Paralegals/trainees

   OakNorth Bank: Advising on its £20 million term, capex and         Real estate developer consortium: Advising the joint                           Key people
   revolving credit facilities with Brasserie Bar Co Ltd, the Core    venture company on its financing and development
   Capital owned group behind restaurant and pub brands               arrangements for Phases 1 and 2 of Union Park, Uxbridge
                                                                                                                                                  Catherine Astruc, Partner
   Brasserie Blanc and the White Brasserie Company. The               which will provide more than 130 residential apartments.
                                                                                                                                                  Banking partner with very broad
   proceeds will be used to pay down historic debt owed to ESO                                                                                    finance experience in
   Capital and roll out a further 24 new sites over the next five     Leading global bank: Advising the bank in all its capacities                acquisition and leveraged
   years.                                                             on c€635 million of real estate finance investment facilities to            finance, general corporate
                                                                      Chariot Top Group BV, a special purpose vehicle                             lending, workouts and
   NYX Gaming: Advising on its £275 million super senior              incorporated in the Netherlands and owned by an equity                      restructuring acting for a mix of
   revolving credit and term, unitranche and accordion facilities     consortium including, amongst others, funds managed by                      financial institutions, sponsors
   with Ares Capital and Barclays. The new facilities                 Oaktree Capital Management, L.P. and Redefine Properties,                   and other corporate borrowers.
   are being used primarily to redeem NYX's outstanding senior        to acquire a c€1 billion retail portfolio from Ares
   secured Canadian debentures due December 2019 and to               Management L.P., AXA Investment Managers – Real Assets
   generally streamline the group's capital structure.                and Apollo Rida.                                                            Edward Hickman, Partner
                                                                                                                                                  Leading structured finance and
                                                                                                                                                  capital markets lawyer, who has
   ICBC (London): Advising the bank on its £60 million three-         Leading international bank/ Scottish Widows Limited:                        advised Ofgem on the first
   year revolving credit facility for Everton Football Club for its   We advised the lenders on back to back financings of large                  OFTO capital markets
   working capital requirements throughout the season. The deal       property portfolios of real estate assets owned by companies                financing, DECC on structuring
   represents the first time ICBC London has provided funding to      owned by Civitas Social Housing PLC, the first real estate                  the Green Deal to be
   a Premier League Club.                                             investment trust dedicated to investing exclusively into                    securitisable, financing the M25
                                                                      existing portfolios of built social homes in England and                    expansion, and on selling,
   Australia and New Zealand Banking Group, Standard                  Wales.                                                                      buying and financing large
                                                                                                                                                  mortgage loan portfolios.
   Chartered Bank and a syndicate of lenders: Advising the
   lenders on two dual currency facilities totalling US$1.25 billion Major financial institution: Advising the lender in
   for ICBC Ltd., London Branch and ICBC parent London               connection with the £250 million refinancing of Splendid
   Branch. The facilities were split into a US$500 million           Hotels' UK hotel portfolio, comprising 14 regional hotels.
   refinancing for ICBC (London) plc and a US$725 million loan                                                                                    James Irvine
   for general corporate purposes for ICBC Ltd., London Branch,                                                                                   Isaac Felberbaum
   which is wholly owned by the People Republic on China.
Kinds/volume of clients: We act for high profile investors such as KSL Capital Partners and L1 Energy as well as for all of the UK
clearing banks. We have also acted on a series of direct secured and unsecured lending transactions this year involving the likes of
Ares, Guggenheim, Hayfin, Towerbrook and Fortress. Advising various lenders on loan agreements to the Government of Gabon, the
Dominican Republic, Swaziland, Angola, Ivory Coast, Papua New Guinea, the Republic of Cuba and in previous years to countries            For help and support in Investment and
such as Greece, Italy, Portugal, Spain, Hungary, Ireland and Israel. For confidentiality reasons, no further details can be              Commercial Banking law please email:
disclosed. We have also got a lot of experience in financing transactions with International economic organisations.                     HMGRelationshipTeam@dentons.com          9
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Investment and Commercial Banking

 Case Study – Refinancing Facilities for NYX Gaming tranched and repriced to materially reduce interest expense. NYX also
                      Group                         put in place incremental facilities to allow the Group to make permitted
                                                                         acquisitions and distributions in the future.
In June 2017, we advised long-standing firm client, NYX Gaming
Group (NYX), the TSX-V listed premier digital gaming supplier on its     Intercreditor arrangements were revisited primarily to take account of
£150m and EUR75m leveraged refinancing facilities with Ares Capital, the accession of a new super senior revolving credit facility lender.
a leading alternate credit provider.
                                                                         Our team in London co-ordinated a multi-jurisdictional security uptake
We had previously acted for NYX on the financing of its acquisitions of and release process which involved the redemption of a number of
both Openbet and Betdigital in 2016 (the former being short listed for secured and unsecured financial instruments in Canada through the
Legal Week's mid-market deal of the year) together with a dividend       refinancing proceeds.
recapitalisation.
                                                                         The transaction involved very close coordination across Dentons
Ares had part financed the acquisition of Openbet in 2016 and were       offices and financial close was achieved in an extremely tight timeline.
now engaged by NYX to refinance the entire global NYX Group which
includes material subsidiaries in the UK, Canada, US, Singapore,
Malta, Australia, Sweden, Guernsey and Ireland.

Our primary role was to rework the finance documentation in line with
NYX's new capital structure and revised terms. The facilities were re-

                                                                                                                                                        10
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                                    Insurance and re-insurance                                                                                          Key facts
Overseas financial holding company: Advising on its                 which were not necessarily designed for the digital age. The                        6 Partners
acquisition from a US insurer of (i) insurance companies in         insurance industry has to date arguably lagged behind the                           2 Senior Solicitors
Argentina, Chile, Colombia, Uruguay, Venezuela and Turkey and banking industry in terms of embracing technology but we are                              5 Solicitors
(ii) certain assets and renewal rights in Bulgaria, Czech Republic, seeing signs of the insurance market trying to close this gap. As                   3 Paralegals/trainees
Hungary, Poland, Romania and Slovakia. The transaction has HMG has reported, new technology has the potential to support
now signed and completed. The deal was part of the seller's         economic growth in the UK and we are actively involved in this
                                                                                                                                                        Key people
strategy to dispose of non-core assets. For the buyer, this deal initiative.
                                                                                                                                                    Martin Mankabady, Partner
represents a great opportunity to increase its footprint in two key    Advised on the regulatory change of control application
                                                                                                                                                    He has particular experience in
markets – Latin America and Europe. The deal was negotiated in         on one of the largest deals in the general insurance sector.                 mergers and acquisitions (both
New York but governed by English law and so it was a challenge         The goal was to ensure that the acquisition was not delayed                  private and public), joint
to find a way around different UK and US market practices. The         by the UK change of control process which was regarded as                    ventures and corporate finance.
deal was also negotiated in a very short time-frame (in order to       the most challenging of all the regulatory approvals required.               Martin also advises regularly on
minimise any risk of a leak) and required excellent project            Any delay could have impacted on the extent to which                         restructuring, commercial and
management. It was also a very complex deal, which involved a          synergies were realised following completion which in turn                   regulatory matters. He primarily
number of ongoing services and reinsurance agreements. With            could have impacted on the success of the deal, the market's                 advises in the insurance and
Brexit on the horizon, it is important to demonstrate that English     perception of it and the job security of a number of, amongst                financial services sectors.
law is flexible and user-friendly and should be the governing law      others, UK employees. The goal was achieved through
of choice for cross-border deals.                                      careful analysis and consideration of the UK regulators' likely              .
Advised on a joint venture which is seeking to tap the                 concerns and addressing those concerns head on,                              Adriana Cotter, Partner
opportunities which are likely to be afforded when the UK has          highlighting not only any potential risk factors but also what               Adriana's mains areas of
established an insurance linked securities (ILS) framework. The        risk mitigants there may be with the watchwords being on                     practice are restructuring,
JV aims to become the leading ILS investment vehicle and fund          proaction rather than reaction. In addition, we had to educate               regulatory and corporate work
                                                                                                                                                    (including mergers and
focused on non-catastrophe risk in the UK and take advantage of        overseas based management on the modus operandi of the
                                                                                                                                                    acquisitions) for UK and
what HMG regards as a key growth opportunity for the insurance         UK regulator.                                                                international insurance and
sector and which it hopes will establish London as a global            Independent Insurance Limited: Acting for the provisional                    reinsurance companies. She
centre for catastrophe bonds and other insurance linked                liquidators of Independent Insurance, investigating and                      also advises on a range of
instruments. A key challenge was ensuring that the various             pursuing a professional negligence claim against its actuaries               non-contentious matters,
agreements establishing the JV provide enough flexibility to allow     and auditors. Our work required significant experience of                    including group
the business to grow and develop ahead of a market actually            actuarial principles in a non life business and we worked                    reorganisations, (re)insurance
having been developed.                                                 closely with consultant actuaries. We also pursued claims                    policies and collateral
Advising a client on a new digital product proposition which           against the company's directors and worked closely with the                  arrangements
is novel and innovative. It is designed to help customers save         Serious Fraud Office on its separate criminal investigation.
time and money and is aligned with some recent regulatory
changes and initiatives. A key challenge is to project manage a                                                                             Michael Wainwright
number of different work streams and to make sure they all                                                                                  Katharine Harle
seamlessly dovetail in time for the proposed product launch date.                                                                           Tristan Jonckher
In addition, we are having to navigate a number of regulations                                                                              Celeyn Armstrong
Kinds/Volume of Clients: We advise across the board in the re/insurance market, on both cutting edge and more plain vanilla
matters, for re/insurers, brokers and service providers (such as claims handlers). Some of our clients rank amongst the largest and      For help and support in Insurance and re-
most well-known players in the market, whereas others are start-ups. Our clients operate in different sectors of the market,             insurance law please email:
including life, property and casualty, accident and health, as well as run-off/legacy.                                                   HMGRelationshipTeam@dentons.com             11
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Insurance and Reinsurance
          Case Study –JV for confidential clients                             popular, whilst also providing some challenging issues for the lawyers to
                                                                              deal with and resolve.
We advised a client on its 50:50 joint venture with a UK insurance
company.                                                                                  Case study – Lloyds Banking Group
At the outset of the joint venture, our client contributed its know-how and  We advised LBG on a court-approved capital reduction of £157,000,000
the other party its brand and distribution network. We had to ensure that    of ordinary shares by one of the companies within the LBG insurance
contributions made were equally valued and that the partners could           division, St Andrew’s Insurance plc (“StAI”). We won the mandate
generate similar returns so as to ensure that they were equally              because of our extensive experience of delivering high value, complex
incentivised.                                                                capital reductions (as well as schemes of arrangement and business
                                                                             transfers) for regulated financial services clients in both the Scottish and
In addition, we had to put in place a workable governance arrangement English courts, and our familiarity with the LBG insurance business. Our
which provided protection to the partners and safeguarded their              role involved co-ordinating a due diligence exercise on StAI’s general
investment, whilst at the same time allowing enough freedom and              insurance business to assess the extent of any potential liabilities which
flexibility to the joint venture's management team to encourage them to could impact on the application for a reduction of capital. We also carried
take responsibility and accountability for the business and its              out a detailed assessment of StAI’s regulatory capital because
development.                                                                 demonstrating how the company satisfied (and would continue to satisfy)
                                                                             the PRA’s Solvency II requirements was highly persuasive to the court in
Finally, as with all joint ventures, we had to consider and advise on the confirming the application. Following completion of the reduction, we
possibility that there could be deadlock at some point or some other         were also instructed to advise on two further capital reductions for private
termination event might arise whilst not allowing for a scenario where       limited companies within the LBG insurance division.
one party could engineer an exit or frustrate the joint venture's objectives
too easily. All in all, the structuring involved a delicate balancing of
interests and objectives.

The joint venture proved incredibly successful, despite some scepticism
at the time from other market participants that the product offering was
gimmicky and would not appeal to the UK market. The business is now
one of the market leaders.

This deal was a great example of investment into the UK from overseas,
the introduction of a new innovative product which has proved very

                                                                                                                                                                12
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                          Investment and Asset Management                                                                                    Key facts
Mobius Life: Advising leading family office, Souter           TwentyFour Asset Management: Advising on the sale                             10 Partners
Investments, on its sale of Mobius Life, the leading          of the boutique asset management firm to Vontobel                             5 Senior Solicitors
independent provider of investment administration             Asset Management in a complex transaction including                           12 Solicitors
services to UK pension schemes, to Phoenix Equity             on-going asset management and distribution
Partners, a prominent deal in the sector allowing Mobius      arrangements. We continue to advise TwentyFour on
                                                                                                                                            Key people
Life to further develop its institutional platform service.   corporate and regulatory matters.
                                                                                                                                         Richard Barham, Partner
                                                                                                                                         Particular experience in mergers
Ministry for Housing, Communities and Local                Aberdeen Asset Management: Advising on its £11bn                              and acquisitions (both public and
Government: Advising on the successful application by      merger with Standard Life. We have acted in a lead role                       private), JVs, privatisations and
Norfolk County Council for EU funding for a low carbon     on all AAM's transformational M & A over the last 15                          corporate governance. He has
                                                                                                                                         recently advised UK
innovation fund, involving complex considerations of       years including their acquisition of SWIP from Lloyds
                                                                                                                                         Government on Carillion and is
public money law, public procurement and fund              Banking Group for £650m, purchase of RBS’s fund of                            currently advising BEIS, MOJ
structuring, against the backdrop of Brexit.               hedge funds business for c.£85m and purchase of Credit                        and MOD.
                                                           Suisse’s global traditional fund management business for
                                                                                                                                         Guy Norfolk, Partner
Natixis Investment Managers: advising on their             c.£250m.
                                                                                                                                         Corporate finance and
acquisition of private credit fund management boutique, Railways Pension Scheme: Advising on a complex re-                               investment funds lawyer,
MV Credit, including regulatory and fund due diligence, structuring of its £21bn unitised pooled fund structure                          working with main market listed
application to the FCA for change in control of MV Credit, including establishment of several new CIVs and the                           companies, fund managers and
and advice on a complex transactional structure.           merger of existing pooled funds. This arrangement                             their funds and other FCA
                                                                                                                                         regulated businesses, advising
                                                           involved four separate schemes, each of whom                                  on corporate structures and
Sigma Capital: Acting for it for the last five years,      participated in, and were allocated units in, the pooled                      partnerships, commercial
including launch of its flagship private rented sector     funds. We advised on pensions law and trustee duties,                         contracts, M&A and capital
closed-ended fund, The PRS REIT plc on its recent          governance arrangements, liaising with HMRC for                               raising, public company and
                                                                                                                                         financial services law.
launch on the specialist fund segment of the London        approval, and providing AIFMD and implementation
Stock Exchange, raising £500m. This is the first listed    advice                                                               Ted Craig
fund focused exclusively on the UK private rented                                                                               Joseph Altendorff
housing sector, backed by a £25m investment by Homes Infrastructure fund manager, Dalmore Capital:                              Claire Armstrong
England.                                                   Advising on its mandate with the UK's Pension                        Darren Acres
                                                           Infrastructure Platform, and the associated limited
                                                                                                                                Michael
                                                           partnership documentation and negotiations with pension              Wainwright
                                                           funds involved. Dalmore was the first manager                        Jonathan Cantor
                                                           represented on the platform, raising c.£500m.                        Owen McLennan

Kinds/Volume of Clients: A client base which includes household names, advising asset managers and fund investors on
their corporate, regulatory and fund transaction needs incl. Aberdeen Standard Investments, Baillie Gifford, Invesco, Martin   For help and support in Investment and
Currie, Natixis, M&G and Lloyds Banking Group. We are one of 4-5 firms on the UK-wide Local Government Pension Scheme          Asset Management law please email:
Panel, for investment work.                                                                                                    HMGRelationshipTeam@dentons.com
                                                                                                                                                                        13
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Investment and Asset Management

       Case Study – TwentyFour Asset Management                                           LLP was able to do in the gap between signing and completion.

TwentyFour Asset Management: we advised the partners in TwentyFour Asset The principal documentation included:
Management LLP, the boutique asset management firm, on its sale to Vontobel
Asset Management, a Swiss asset manager. The transaction increased          • an acquisition agreement containing the normal warranties (and
TwentyFour's global reach with Vontobel's distribution network.                accompanying disclosures) and indemnities (including for tax

The transaction was complex for a number of reasons:                                  •   a completely redrafted partnership deed (between all the ongoing
                                                                                          partners) which contained provisions related to partnership voting, detailed
   •   It involved a transfer of interests in a limited liability partnership (LLP)       internal processes, capital interests/contributions, allocation of profits and
       rather than a company. As such, the transaction had to be structured in            losses (including bonus arrangements), annual budgeting arrangements,
       order to comply with the requirements of the Limited Liability Partnership         matters that required a super-majority of the partners to agree, restrictive
       Act 2000 which disapplies certain rights if an interest in a LLP is simply         covenants, and exit provisions (including a pre-emption provision, and
       transferred. The transaction was structured so that new interests were             good/bad leaver provisions).
       issued in a way that the consideration could be paid to the existing
       partners rather than to the LLP

   •   The initial purchase was for a 60% stake. However there were complex
       put and call options put in place to allow Vontobel to acquire the remaining
       40% in tranches over the course of the next 8 years

   •   Option arrangements were also put in place to cater for any of the existing
       partners leaving the partnership during the course of that 8 year
       period. Different arrangements were put in place for voluntary departures,
       and departures that occurred as a result of a "default" event, including
       breach of the partnership deed or partnership duties.

   •   There was a complex earn-out payment, and true-up arrangements

   •   A gap between signing and completion to accommodate the requirement
       for FCA approval and Swiss regulatory approval, and controls on what the

                                                                                                                                                                            14
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                                          Equity Capital Markets                                                                                             Key facts
                                                                                                                                                             9 Partners
                                                                                                                                                             5 Senior Solicitors
•   Aberdeen Asset Management PLC, London Stock Exchange                  •   Court Reporter: Advising on Clydesdale Bank plc’s
                                                                                                                                                             7 Solicitors
    Main Market listed asset manager: Advising on its £11bn                   £2.913bn capital reduction scheme.
                                                                                                                                                             2 Paralegals/trainees
    recommended all share merger with Standard Life plc.                  •   DP Eurasia N.V. (LON: DPEU), the exclusive master
•   Aberdeen Asset Management PLC, London Stock Exchange                      franchisee of the Domino's Pizza brand in Turkey, Russia,
    Main Market listed asset manager: Advising on its £650m                   Georgia and Azerbaijan: Advising on its £148m Rule 144A/Reg                   Key people
    acquisition of Scottish Widows Investment Partnership from                S IPO on the premium segment of the UKLA and admission to                   David Collins, Partner
    Lloyds Banking Group plc.                                                 trading on the LSE. The offering overcame challenges arising                David is Head of UK Corporate
•   Robert Wiseman Dairies plc, London Stock Exchange Main                    in connection with the franchisor business model in the context             and co-chair of Dentons' Global
    Market listed milk processor: Advising on its £280m                       of UK Listing Rules, as well as conflicting interpretations of              Corporate group. He advises on
    recommended public takeover by Müller Dairy (UK) Limited                  working capital requirements between the AFM in the                         a broad range of UK and
•   British Polythene Industries plc, London Stock Exchange                   Netherlands (which had authority for prospectus approval) and               international cross-border
                                                                                                                                                          corporate finance transactions,
    Main Market listed flexible polythene manufacturer: Advising              the UKLA eligibility process, and occurred against a backdrop
                                                                                                                                                          including public and private
    on its £261m recommended public takeover by RPC Group                     of difficult market conditions.
                                                                                                                                                          M&A, joint ventures and equity
    plc.                                                                  •   Hurricane Energy (LON: HUR), long-standing client:
                                                                                                                                                          capital markets.
•   The PRS REIT plc: Advising on its £250m London Stock                      Advising on a concurrent US$300m accelerated book-built
    Exchange Main Market flotation.                                           equity offering and US$230m convertible bond offering, to                   Neil Nicholson, Partner
•   Downing Strategic Micro-Cap Investment Trust plc:                         provide financing for development of its untapped oilfields on              He advises on share sales,
    Advising on its London Stock Exchange Main Market flotation               the UK continental shelf. This is one of the largest publicly               business sales, joint ventures,
    and £100m placing programme.                                              announced fundraisings by an AIM listed company.                            fund establishments and
•   QUIZ plc: Advising on its £102.7m placing and admission to            •   Haitong Bank, as global coordinator, and the other                          restructurings. His significant
    AIM with market capitalisation of £200m.                                  bookrunners: Advising on the €174m (equivalent) IPO and                     M&A experience covers both
                                                                                                                                                          the UK and cross border,
•   FreeAgent Holdings plc: Advising on its £10.7m placing and                listing on the Warsaw Stock Exchange of the fast-growing
                                                                                                                                                          particularly emerging markets.
    admission to AIM with market capitalisation of £34m.                      fintech company GetBack (WA: GTB). GetBack is the number
                                                                                                                                                          Neil has particular equity
•   Superglass Holdings plc, London Stock Exchange listed                     2 Polish debt collecting firm operating in Poland and Romania.              capital markets experience,
    mineral wool insulation manufacturer: Advising on over £50m           •   Global Coordinator and underwriters: Advising on the IPO                    including advising in relation to
    of placings, rights issues and debt restructurings, its transfer to       of the fast-growing fintech company GetBack (WA: GTB). One                  the UKLA Listing Rules, the
    AIM and subsequent £9m recommended takeover.                              of a number of Warsaw listings this year, the offer comprised a             AIM Rules of the London
•   Court Reporter: Adiving on The Royal Bank of Scotland                     retail and institutional offering underwritten by Haitong Bank              Stock Exchange and the UK
    Group PLC's £30bn reduction of share premium account and                  and mBank. GetBack is the number#2 Polish debt collecting                   Takeover Code.
    capital redemption reserve.                                               firm operating in Poland and Romania.
•   Court Reporter: Advising on The Royal Bank of Scotland                •   Marshall Motor Holdings Plc: Advising on £40m private
    Group PLC's £15bn FSMA 2000 Part VII transfer to BNP                      placing and admission to the AIM market, London Stock             Nikolas Colbridge
    Paribas.                                                                  Exchange.                                                         Cameron Half
                                                                                                                                                Darren Acres
                                                                                                                                                Joseph Altendorff
                                                                                                                                                Brian Moore
Kinds/Volume of Clients: IPOs/fundraising: We act for a string of issuers, nomads and brokers on AIM. Clients include: ASA                      Guy Norfolk
Resource Group plc, Marshall Motors, Bilby plc, Jersey Oil and Gas plc, RM2 International, Hurricane Energy, Lekoil, Africa Oil                 Claire Armstrong
Logistics, ULS Technology plc and Christie Group. Nomads/brokers: We work with a large number, including: Investec, Strand
                                                                                                                                                 For help and support in Equity Capital
Hanson, Renaissance Securities, Cenkos Securities, Brandon Hill Capital, Sanlam Securities, Grant Thornton, Westhouse,                           Markets law please email:
Lincoln, FinnCap, Cantor Fitzgerald, Panmure Gordon, RFC Ambrian and Allenby Capital.                                                            HMGRelationshipTeam@dentons.com              15
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