Investment funds and asset management

Contents Introduction to our capabilities in the sector

1

An overview of our practice

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Investment funds

4

M&A in asset management

6

Global investigations, regulatory and taxation

8

Real estate and infrastructure investment

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Debt investment and financing

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Our leading position in the sector

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Our lead sector contacts

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Our lead specialist contacts for the sector

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Very good service; they go the extra mile for us. I never have any doubts that they put my interest as a client first. I always have the impression that they’re there fighting my corner. Chambers UK, 2015

Introduction to our capabilities in the sector

Slaughter and May has a leading specialist investment funds and asset management practice, which forms part of our Financial Institutions Group. We are well known for providing global coverage and market leading advice on bespoke, high value and complex projects. We advise integrated financial institutions, traditional and alternative asset managers, banks, insurers, investment funds and the providers of related services. Our capabilities in the sector are focussed on four main areas: • Mergers, acquisitions, formations and reorganisations of asset management businesses and transactions in fund assets

We look forward to discussing how we can best support you. If you have any questions, please contact: Robert Chaplin, Partner T +44 (0)20 7090 3202 E [email protected] Paul Dickson, Partner T +44 (0)20 7090 3424 E [email protected] Robin Ogle, Partner T +44 (0)20 7090 3118 E [email protected] Slaughter and May One Bunhill Row, London EC1Y 8YY.

• Public and private fund advisory work: fund, structuring, formation and reconstruction together with investment management, advisory and outsourcing arrangements • Investigations, contentious and non-contentious regulatory advice and taxation • Real estate, infrastructure and debt investment/financing and non-bank lending.

They are very good at making you feel that you are the only client they have. Chambers UK, 2016

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An overview of our practice

• Transactional work involving investment funds, whether to enhance investor value, to solve liquidity difficulties or otherwise (including share buybacks, reconstructions and mergers)

We provide seamless advice on a whole range of matters relating to asset management. Our lawyers draw on a broad skills base to provide innovative solutions to help clients meet the challenges facing the industry.

• Commercial arrangements such as outsourcing, custody, platforms, white-labelling and distribution

Our day-to-day work includes: • M&A involving asset management business, whether of a single business or as part of a transaction affecting a wider financial services group

• Investigations, contentious and non‑contentious regulation, anti-trust, employment and taxation

• Examining strategies and structural alternatives when asset management businesses consider mergers, acquisitions, joint ventures and other investment opportunities

• Reviewing corporate governance and remuneration practices of firms and assisting with “health checks” on key legal agreements with counterparties.

• The formation, funding and reorganisation of asset management businesses

Our investment funds and asset management practice forms part of our Financial Institutions Group, and we draw upon expertise from across the firm, including from our banking and insurance groups, to provide a comprehensive service across all areas of the industry.

• Acquisition and disposal of investment fund assets • Advice throughout the life cycle of funds such as on formation, listing, reconstruction, management and closure

They have a very strong reputation and they live up to it. They have the ability to provide top‑quality legal advice and to do it while understanding the commercial and regulatory environment in which the advice is being delivered. Chambers UK 2014

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Our clients Our investment fund and asset management clients include: 3i Aberdeen Asset Management AIC Allianz Apollo Management Ashmore AVIVA Baring Emerging Europe BHF Kleinwort Benson BIS Centerbridge Partners Europe CDC Group China Orient Asset Management Citadel Close Brothers Copenhagen Infrastructure Partners Coriolis Capital Corsair Capital Derwent London Donfeng Asset Management Electra Private Equity Fidelity First Reserve

Fleming Family & Partners Fortress GE Capital Global Infrastructure Partners Goldman Sachs Grosvenor Henderson Global Investors Honeycomb ICBC Integra/Transact Intermediate Capital Group International Biotechnology Trust Investec Asset Management Kensico Capital Kleinwort Benson Lendlease LGIM/Legal & General LMS Capital MFG/Macquarie Morgan Stanley Neptune Old Mutual Oaktree Capital Management Och-Ziff

Oxam Palamon Capital Partners Pembroke Real Estate Permira Pollen Street Capital PPMG/M&G/Prudential Reinet Remgro Santander Schroders SIAM/Sierra Fund Songbird Standard Life Standard Life Investments SVG Capital Swiss Re Taube Hodson Stonex Partners Terra Firma Towry TR Property Investment Trust UK Asset Resolution Varde

They are pragmatic and commercial, and always timely and responsive. Chambers UK Investment Funds, 2014

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Investment funds

We are at the forefront of advising on the structuring, establishment, promotion and administration of investment funds of all types in the UK and other major fund jurisdictions around the world. Much of our work relates to the use of limited partnership and LLP structures. We frequently advise partners, managers, sponsors and others on all aspects of these arrangements. Having the benefit of Slaughter and May’s unique position advising more UK listed companies than any other law firm gives us a particular insight into the issues that face public funds, such as investment trusts, and we are frequently involved in their formation.

Fields an experienced team, with strong emphasis on fundsrelated M&A activity. Highly-rated for its closed-ended listed funds knowledge and cross-border transactional ability. Chambers UK, Investment Funds, 2014

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Our recent investment funds experience includes advising: • HM Government on the creation of a multiasset fund and related governance structure in respect of the decommissioning liabilities of the new nuclear power station, Hinkley Point C

• A large family office in its investment as a limited partner in various English limited partnerships to invest in structured credit and real estate

• HM Treasury on the establishment of the Help to Buy ISA Scheme and on the associated servicing arrangements with UKAR Corporate Services

• Centrica on the formation of Ignite Social Enterprise, an investment fund targeting the energy sector

• HM Treasury on the establishment of the Business Finance Partnership and on commitments of an aggregate of £1.2 billion, including to funds managed by Alcentra, Haymarket Financial, M&G and Pricoa

• On the establishment of English limited partnerships for a large Canadian investor as vehicles for investing in UK real estate

• The UK Department for Energy and Climate Change on the formation of UK Climate Investments LLP and on the associated management arrangements with the Green Investment Bank • Noble Group on its commitment of £500 million to x2 Resources LP Inc.

• SVG Capital on a wide range of limited partnership and other structures • LMS Capital on the return of up to £40 million to shareholders • Investment trusts including Baring Emerging Europe, TR Property and International Biotechnology Trust on a wide range of matters.

• Honeycomb Investment Trust plc on its listing and admission to trading on the London Stock Exchange’s Specialist Funds Market

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M&A in asset management

We are a market leader in mergers, acquisitions and joint ventures. We advise targets, bidders and financial advisers on UK and international deals. Many of our M&A transactions have a financing element and our acquisition and leveraged finance lawyers can advise on complex, highly structured and leveraged deals. We deliver the full range of services which are required for an M&A transaction: tax, competition, regulatory, real estate, employment, IP, IT, and pensions as well as corporate and finance.

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Our recent M&A experience involving asset management businesses includes advising: • Allianz Global Investors (AGI) on its acquisition of Rogge Global Partners (RGP) from Old Mutual. The acquisition, which is expected to complete in 2016, is set to strengthen AGI’s already substantial fixed-income capability, particularly in the UK, while also providing RGP with greater distribution channels worldwide. The current combined value of assets under the parties’ management exceeds EUR460 billion • Santander on its transaction with Warburg Pincus, General Atlantic and UniCredit to merge Santander Asset Management (SAM) with Pioneer Investments to create a leading global asset manager in Europe and Latin America. The transaction valued SAM at EUR2.6 billion and Pioneer at EUR2.75 billion • Standard Life on the acquisition by its global investment management business of Ignis Asset Management for £390 million in cash. As part of the transaction, Standard Life Investments entered into a strategic alliance with Phoenix Group through which Standard Life Investments provides asset management services to Phoenix’s life company subsidiaries

• Legal & General on the acquisition of the outstanding shares in the investment funds platform, Cofunds • Towry on its acquisition of Ashcourt Rowan by way of a scheme of arrangement. The cash consideration valued Ashcourt Rowan at approximately £97 million • Mercer on its transaction to acquire private markets specialist SCM Strategic Capital Management in order to strengthen Mercer’s capabilities in alternative investments • Investec Asset Management on the sale of a stake to its senior management for £180 million • SVG Capital on a strategic alliance with Aberdeen Asset Management, involving the sale to Aberdeen Asset Management of a majority stake in SVG Advisers, creating a leading private equity fund management business • China Orient Asset Management on the offer made by its subsidiary, Smart Success Capital, for the entire issued share capital of Shanghai Zendai Property not already owned by it.

• CDC Group on a new investment into the company of £735 million by the Department for International Development

Slaughters are outstanding – they have a strength in depth that is almost unmatched. Chambers UK, Corporate/M&A, 2015

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Global investigations, regulatory and taxation Global investigations and contentious regulatory Our many years of experience advising on regulatory investigations has given us wide ranging experience of how problems can develop and lead to investigations involving major financial institutions. This work includes advising a variety of financial institutions on investigations and enquiries by the FCA and by regulators in other jurisdictions; handling section 166 processes; and internal investigations. We have extensive knowledge and experience of lessons learned by our clients on these matters, in particular on the major regulatory investigations since the financial crisis. The investigations on which we advise are very often cross border and involve multiple regulators. Over the past three decades, we have played significant roles in the most important regulatory and criminal investigations across a range of business sectors in the UK and worldwide. We have excellent relationships and a broad range of experience of dealing with prosecutors and regulators around the world including the FCA, the PRA and the SFO in the United Kingdom and the SEC and the DoJ in the United States.

Selected matters we have advised on include: • Deutsche Bank throughout the multi‑jurisdictional regulatory investigations into the setting of certain interbank benchmark rates, including LIBOR, TIBOR, and EURIBOR • JP Morgan on the FCA’s investigation into spot FX trading and other aspects of the global FX investigations conducted by a number of regulators, including the US DoJ • Standard Chartered on the investigation by numerous US authorities into compliance with the US Iran sanctions regime • A global investment fund manager on issues arising out of complex contractual arrangements relating to its investment fund management business in Asia and on parallel regulatory investigations by the SEC in the US and the FCA in the UK.

They were superb; there is no doubt that their client would have felt that they had a top‑notch team. We felt we had a formidable opponent in Slaughter and May. Chambers UK, Dispute Resolution, 2015

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Non‑contentious regulatory Our practice advises traditional and alternative asset managers on the regulatory aspects of new product launches, global custody, settlement and clearing, management and advisory agreements, and operational risk management (including major outsourcing projects). We advise on the structuring, establishment, promotion and administration of investment funds of all types and on the establishment and financing of asset management business globally. We also provide regulatory advice on merger, acquisition and joint venture transactions involving asset managers. Our practice has advised on many of the largest M&A transactions involving UK asset management groups in recent years. An important part of our practice is the knowledge and experience which practitioners within the group have of the statutory and regulatory environment in which the sector operates. We have a deep understanding of developing regulatory policies and practices. Our practitioners are well known to, and have a good relationship with, senior PRA and FCA management and staff. We have the international reach to address issues wherever and whenever they arise in the world. Above all, our lawyers understand the objectives of our clients and can respond quickly, precisely and commercially to their legal and regulatory needs.

In addition to advising on financial regulatory aspects of the M&A deals listed previously, our relevant non‑contentious financial regulation experience includes advising: • Aberdeen Asset Management on its issuance of a new class of non-voting preference shares which qualified as additional tier 1 capital to Mitsubishi UFJ Trust and Banking Corporation for an aggregate subscription amount of £100 million • LMS Capital on its proposal to change its investment policy from its current realisation strategy to enable it to make investments in the global energy sector instead • Ashmore Global Opportunities on a managed wind‑down of the company • Resolution Operations on the termination of its operating agreement and transfer of operations to Friends Life • ICBC International Investment Management on its acquisition of an investment company from, and a joint venture with, Rueyyuan Holding Company to invest in commercial properties in the PRC.

They’ve got a core team of go‑to people that I rely on, who are there day and night if I need them. It’s hard to find the adjectives to describe them. They are exceptional. Chambers UK, Financial Services, 2015

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Taxation Our highly-rated tax department has considerable experience in the investment funds and asset management sector. Its work in this area includes: • Advising on the tax aspects of mergers and acquisitions of asset management businesses and transactions in fund assets • Capital markets transactions for investment trusts, including new issues of shares and returns of capital

• Disputes with HMRC • The tax aspects of remuneration structures, including carried interest, which is an area of particular focus for HMRC at present.

• Advising on the structuring of new funds and changes to arrangements in relation to existing funds

They have bucketloads of previous experience and are quite innovative, solution-driven and practical. Chambers UK, 2016

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Investment funds and asset management /

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Real estate and infrastructure investment Real estate We appreciate that funds will have various requirements as to investment criteria, tenant mix, location, lettability and often challenging targets to meet. Funds are operating in a competitive real estate market, and other investment funds and overseas bidders remain active. We cover the full range of real estate funds and transactions. Typical examples of our experience include: • Legal & General on: ––

• Derwent London on:

the £550 million acquisition of the Hyperion portfolio, comprising over 50 properties and the subsequent disposal of properties, including 440 Strand for £175 million (demonstrating our ability to co‑ordinate large transactions with many moving parts)

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the acquisition of a City of London office and retail building for £200 million (drawing upon our knowledge of the competitive Central London market)

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the acquisition of a Sainsbury’s superstore and filling station for £72 million (relevant to our retail sector experience)

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the acquisition and forward funding of student accommodation at Bournemouth (where we managed the challenges of the University stakeholder)

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the £54 million acquisition of Barking Rail Freight Terminal (involving knowledge of various railway and distribution issues)

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the £146 million acquisition of Central Cross, Tottenham Court Road (through acquiring the asset owning JPUT)

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the office and theatre development above the new Crossrail station at Tottenham Court Road (the first over‑station development to be completed on Crossrail 1)

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the acquisition of Aldgate Union, Whitechapel High Street for £132 million (a deal transacted in two weeks)

• a Hong Kong investment vehicle on the acquisition of en bloc retail and office premises on Oxford Street, London W1 from Amsprop, the property investment company of Lord Sugar, for £76 million • Lend Lease on the development of the Stratford City Olympic Village, including the forward sale of 1,379 affordable homes, and the subsequent retrofit of the residential apartment blocks.

They’re very good, they’re like a one‑stop shop which is very good from our point of view. Chambers UK, Real Estate, 2015

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Infrastructure Our team covers all types of infrastructure projects such as transport and logistics (including airports, road & rail and ports) and water & waste management. We have considerable experience in infrastructure projects, acquisitions, disposals and financings around the world which means that we are well placed to offer our clients market knowledge and innovative legal solutions on any infrastructure investment or activity. • The UK Department of Energy and Climate Change on the £18 billion Hinkley Point C new nuclear power station project • Manchester Airports Group on the acquisition of Stansted Airport • Global Infrastructure Partners on its acquisition of London Gatwick Airport for approximately £1.5 billion, and on the £1.125 billion debt financing for the acquisition • YTL Corporation on the developmental financing of the KL‑KLIA Express and Commuter Rail Links in Kuala Lumpur • MTR Corporation in Hong Kong on numerous rail projects, including on Project Agreements with the Hong Kong Government for development of the South Island Line (East) and the West Island Line

• The Link Management, as manager of The Link Real Estate Investment Trust (The Link REIT), on the acquisition by The Link REIT of EC Mall in Beijing for RMB2,500 million. The transaction is The Link REIT’s first acquisition in Mainland China • Lendlease Europe on the agreements with the Olympic Delivery Authority for the development and facilities management arrangements in respect of the Olympic Village and the Olympic Park infrastructure for the 2012 London Olympics • Goldman Sachs Infrastructure Group on its acquisition of a stake in the holding company of Budapest Airport.

I have such high regard for the firm. We want that quality of counsel, and that’s why we keep going back. Chambers UK, 2014

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Debt investment and financing Fund investment in debt instruments is becoming increasingly important. Our lawyers are highly regarded for their excellence, broad experience and versatility in the sector. We have a strong reputation for working on the most difficult, demanding and innovative deals.

Lending and debt securities

Property and infrastructure financing

We are also actively engaged with HM Treasury and the Association of Corporate Treasurers on various lending initiatives across the market to move away from banks alone. The firm is a member of ICMA’s Pan European Private Placement Working Group, which produced a standard market guide and framework for the documentation of private placements on a pan-European basis.

Our practice covers all aspects of real estate and infrastructure financing, from advising on the establishment and activities of real estate funds, to advising borrowers and lenders on bank finance for property acquisitions and developments, to project financing transactions for infrastructure. We also regularly advise on real estate backed securitisations.

The firm at the forefront of developing lending by funds and structures to support it. We have a breadth of experience in advising private placement markets, both nascent and established.

Extremely professional; if one partner is not available there is always a broader range of partners that know our company and can help us. Amazing to see how they combine a very professional attitude with a bit of humour and a positive attitude. Chambers UK, 2015

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Our relevant experience includes advising: • UK Asset Resolution on the sale of a £13 billion asset portfolio of residential mortgages and unsecured loans to Cerberus Capital Management

• Marks and Spencer, John Lewis Partnership, ITV, Whitbread,Taylor Wimpey and others on innovative asset backed pension funding arrangements

• HM Treasury on establishing the Business Finance Partnership which aims to increase the supply of capital through non‑bank lending channels and to help diversify the sources of finance available to small and medium sized businesses. We then advised on the first set of investments made, comprising an aggregate commitment of £600 million to funds managed by Alcentra, Haymarket Financial, M&G Investment Management and Pricoa Capital

• A number of UK companies on loan facilities agreed with Prudential / M&G UK Companies Financing Fund • On US private placement note issuances including Workspace, Barratt, Ultra Electronics, Whitbread, WS Atkins, FirstGroup, Premier Oil, Berendsen, Musgrave Group, China Power New Energy Development, CSL Limited and Dentsu Aegis Network

• STAR Capital Partners on the expansion of its business of arranging and providing finance to UK SMEs via its subsidiary, Kennet, through a facility obtained from Commerzbank

• Copenhagen Infrastructure Partners on English law matters in the context of a German nonbank lending transaction

• Morgan Stanley Real Estate Funds on a number of major property financings such as the EUR940 million financing of three separate portfolios of commercial real estate across Germany and the £880 million refinancing of Songbird Estate’s stake in Canary Wharf Group

• Global Infrastructure Partners (GIP) on the financing aspects of the acquisition from BAA of its 100% interest in Edinburgh Airport Limited for £807 million in cash. We also advised GIP on a debt package of £1.125 billion for its acquisition of Gatwick.

• Arrow Global on a strategic partnership with CarVal Investors to originate and service Portuguese secured and unsecured loans

My personal experience with them has been in line with their strong reputation. It’s very impressive to see them in action. Chambers UK, 2015

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Our leading position in the sector

Praise for our practice includes the following: • Investment funds and asset management: Leading law firm for Investment Funds Chambers UK, 2015; The Legal 500, 2014; IFLR 1000, 2015 (UK) • Corporate/M&A: Ranked as the top law firm (jointly) (Band 1) for Corporate/M&A by IFLR 1000, 2015 (UK), Chambers UK, 2015, Chambers Global, 2014 (UK) and Chambers Europe, 2014 (UK) • Banking and finance: Ranked as the top law firm for Banking and finance: Borrowers (jointly) by Chambers UK, 2015, Chambers Global, 2014, and Chambers Europe, 2014, and the top law firm for bank lending: company side (jointly) by IFLR 1000, 2015

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• Financial regulation: Ranked Band 2 for Financial Services: Non‑Contentious Regulatory by Chambers UK, 2015, IFLR 1000, 2015 (UK) and The Legal 500, 2014 • Real estate: Ranked Band 2 for Investment by The Legal 500, 2014; and for Retail: Corporate & Competition by Chambers UK, 2015 • Taxation: Top law firm (jointly) (Band 1), Chambers UK, 2015; Chambers Global, 2014 (UK); Chambers Europe, 2014 (UK), and The Legal 500, 2014 • named M&A team of the year and deal of the year for advising GSK on its major three‑part inter‑conditional transaction with Novartis, Financial News Awards for Excellence in Legal Services 2015.

Financial Institutions Group /

• selected as an honoree for Global M&A deal of the year: Middle East for our role advising Songbird on its acquisition by Qatar Investment Authority and Brookfield Property Partners, The American Lawyer’s Global Legal Awards 2015

• named as ‘Standout’ in the corporate and commercial category of the FT Innovative Lawyer Awards 2014

• named Financial regulation law firm of the year in England, Corporate INTL Magazine Legal Awards 2014

• principal adviser to more FTSE 350 clients than any other law firm, Corporate Advisers Rankings Guide 2015.

• named Corporate team of the year by the Legal Business Awards 2014

• named Best regulatory law firm of the year, Women in Compliance Law Awards 2014

What always impresses me with them is that the team is enormously energetic. They’ll keep going and going until they find the solutions. Chambers UK, 2015

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Our lead sector contacts Robert Chaplin Robert has a wide ranging international and domestic practice focussing on asset management and insurance. His practice in the sector includes all forms of M&A activity, joint ventures, capital markets and financing transactions, complex reorganisations, commercial contracts and financial regulatory work. Asset Management, Insurance, Financial Regulation T +44 (0)20 7090 3202 E [email protected]

His recent work includes advising: • Legal & General on the establishment of matching-adjustment compliant multi-billion pound real estate and corporate bond funds • HM Government on the creation of a multi-asset fund and related governance structure in respect of the decommissioning liabilities of the new nuclear power station, Hinkley Point C • Swiss Re Life Capital Management on asset management, custody and fund administration arrangements with HSBC.

Paul Dickson Paul has a broad practice covering a range of corporate and corporate finance matters for listed and unlisted clients. His experience includes advising on M&A transactions, private acquisitions and disposals, equity capital markets and asset management transactions, together with partnership and investment fund structures. Asset Management, Mergers and Acquisitions, Capital Markets, Corporate and Commercial, Financial Regulation T +44 (0)20 7090 3424 E [email protected]

Highlights include advising: • the UK Department of Energy and Climate Change on the formation of UK Climate Investments LLP and on associated management arrangements with the Green Investment Bank • Aberdeen Asset Management on its issuance of a new class of non-voting preference shares which qualified as additional tier 1 capital and which raised proceeds of £100 million • Honeycomb Investment Trust plc on its listing and admission to trading on the London Stock Exchange’s Specialist Funds Market. Paul is the contributing editor of ‘The Asset Management Review’, a guide to asset management law and practice in over 33 jurisdictions.

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Robin Ogle Robin undertakes a broad range of work for corporate, private equity and investment firm clients. This includes advising on capital raisings, cross-border and domestic acquisitions and disposals, public takeovers, joint ventures and investment products. Asset Management, Mergers and Acquisitions, Capital Markets, Corporate and Commercial, Private Equity T +44 (0)20 7090 3118 E [email protected]

Highlights include advising: • First Reserve on its acquisition of energy infrastructure assets and formation of a $1.25 billion joint venture with Petrofac • SVG Capital on its: –– series of tender offers to return capital to shareholders –– rights issue and placing and structuring of numerous investment products • HM Government on the launch of the British Business Bank • European Capital, a Guernsey incorporated investment company for pan-European private equity investment, on its IPO on the Official List in London.

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Our lead specialist contacts for the sector Financial regulation Jan Putnis

Financial Regulation, Global Investigations, Corporate, M&A, Insurance T +44 (0)20 7090 3211 E [email protected]

Jan is Head of our Financial Regulation Group. His practice focuses on matters of strategic importance to financial institutions, with particular emphasis on regulatory advice and multi‑jurisdictional corporate and commercial transactions. He has up to date insights into the UK financial regulators’ developing policies and EU developments on matters of critical importance to banks and other financial services businesses. Jan has led Slaughter and May teams on a number of major M&A and strategic outsourcing transactions in the asset management sector in recent years. He has also led Slaughter and May’s financial regulatory work on recent major transactions and other projects for AVIVA, Barclays, GE Capital, Legal & General, Prudential, RBS Asset Management, RSA Insurance Group and Standard Chartered Bank. Jan is listed as a leading individual in the ‘Financial Services: Non‑contentious Regulatory’ section of Chambers UK, 2015.

Global investigations Ewan Brown

Global Investigations, Dispute Resolution T +44 (0)20 7090 4480 E [email protected]

Ewan has a broad‑based practice, with a particular focus on financial services‑related litigation and regulatory investigations. He has led teams on the prosecution and defence of many high profile, high value claims involving allegations of complex fraud, misrepresentation, breaches of contract and breaches of trust, as well as specialist proceedings in the tax and consumer protection spheres. Ewan’s investigations and enquiries practice includes defending clients against enforcement action by the Financial Conduct Authority (alone or in conjunction with overseas financial regulators), action by other UK regulators and criminal investigations by the Serious Fraud Office. Ewan is listed as a leading individual for Dispute Resolution and Banking Litigation in Chambers UK, 2015. He is also recommended for Banking Litigation and Financial Services (Contentious) in The Legal 500, 2014. Ewan is also one of the firm’s two Diversity and Inclusion partners.

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Investment funds and asset management /

Taxation Tony Beare

Tax, Contentious Tax, Global Investigations T +44 (0)20 7090 5023 E [email protected]

Tony has considerable experience in the sector, including in private and public mergers and acquisitions and a broad range of financing transactions. His practice covers all direct taxes, stamp duty and value added tax. Tony is listed as a leading individual for Corporate Tax in The Legal 500, 2015, Chambers UK, 2016, Chambers Europe, 2015 and Chambers Global, 2015 and is recommended for Tax Litigation and Investigations in The Legal 500, 2015. He is also listed in Who’s Who Legal 2015 and in London Super Lawyers, 2015 for tax law expertise. Tony is a part-time judge in the Tax Chamber of the First-tier Tribunal. He is on the consultation board for PLC Tax and is a regular contributor to Tax Journal.

Real estate Jane Edwarde

Corporate Real Estate, Infrastructure T +44 (0)20 7090 5095 E [email protected]

Jane advises on all aspects of real estate including acquisitions, disposals, development, planning, leasing, financing and the real estate aspects of corporate transactions. She is qualified in England and Wales and in Scotland. Jane’s experience includes advising Legal & General on many investments and developments across all asset classes, including the £550 million acquisition of the Hyperion portfolio, the acquisition of a City of London office and retail building for £200 million, and the acquisition and forward financing of a new Waitrose distribution centre in Milton Keynes. Jane has also advised Derwent London on a large number of transactions, including the recent acquisition of Aldgate Union on Whitechapel High Street for £132 million, and on its current mixed use development above the new Crossrail station at Tottenham Court Road. Jane is listed as a leading individual for Real Estate in Chambers UK, 2015.

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Infrastructure, debt and financing Stephen Powell

Financing, Capital Markets, Securitisation, Sovereign Debt and Eurozone T +44 (0)20 7090 3131 E [email protected]

Stephen advises on loans, acquisition finance, general banking, capital markets and a wide range of corporate treasury work. Areas include securitisation, structured finance, derivatives, project finance and leasing and other asset finance techniques. He advises funds, corporate treasury departments and banks on a broad range of financing transactions and their corporate aspects. Stephen has established a leading position in our growing private placement debt and debt securities practice. He chaired the ACT’s legal and regulatory stream in responding to the Breedon Report. Stephen is listed as a leading individual in the Capital Markets: Securitisation section of Chambers UK, Chambers Global and Chambers Europe and in International Who’s Who of Banking Lawyers. He is also listed in the Bank lending section of IFLR 1000. Stephen is a past Co-chair of the Banking Law Committee of the IBA.

Outsourcing, IT and IP Rob Sumroy Rob is Head of our Technology and Outsourcing practices. He advises on the full range of sourcing matters. Rob also advises on all aspects of IT, data protection and IP and assists clients with their digital strategies. Outsourcing, IT and IP T +44 (0)20 7090 4032 E [email protected]

His IT practice focuses on major outsourcing, development integration and technology licensing (including cloud) agreements, cyber security, and the technology and data issues arising in the Fintech sector. Rob advises on all aspects of data protection audit and compliance and on the exploitation and licensing of big data. Rob is recognised as a notable practitioner for Information Technology and Outsourcing in Chambers UK, 2015, as a leading individual for Commercial Contracts in The Legal 500, 2014 and is listed in London Super Lawyers, 2015. He is a member of the PLC, IPIT and Communications Law Editorial Board and the Outsource Magazine Editorial Board, and also sits on the National Outsourcing Association’s Cloud Computing Steering Committee.

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Investment funds and asset management /

Pensions and employment Jonathan Fenn

Pensions and Employment, Asset Management, Private Equity T +44 (0)20 7090 5025 E [email protected]

Jonathan is the Head of our Pensions and Employment practice. He specialises in employee share schemes and pensions work. He also advises on employment matters, particularly in relation to directors and senior management. His work in relation to share schemes includes advising listed and unlisted companies on share awards and options, employee trusts and other bonus and employee incentive arrangements. Jonathan’s work in relation to pensions includes the pensions aspects of corporate transactions. He also does pensions advisory work. Jonathan is listed as a leading individual in the ‘Employee Share Schemes & Incentives’ and ‘Pensions’ sections in Chambers UK, 2015 and the ‘Employee share schemes’ section of The Legal 500, 2014. He is a member of the Executive Committee of the Share Plan Lawyers group and a member of the Association of Pension Lawyers and a contributor to ‘Pensions Law and Practice with Precedents’.

Competition Isabel Taylor

Competition, Global Investigations, Infrastructure, Energy, Natural Resources T +44 (0)20 7090 4316 E [email protected]

Isabel has a competition and regulatory practice and advises across a range of industries, including regulated industries, as regards merger control, general competition law, sectoral regulatory requirements, and public procurement. She has a particular expertise in state aid law. Isabel is listed as a leading individual for EU and competition law in The Legal 500, 2014 and in Chambers Global 2015 (‘Competition/ European Law - Belgium’ (Foreign Experts)’). She is also listed for Administrative & Public Law: Commercial & Regulated Industries in Chambers UK, 2014.

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© Slaughter and May 2016 This material is for general information only and is not intended to provide legal advice. For further information, please speak to your usual Slaughter and May contact. January 2016 OSM0006814_v11