insight - Burges Salmon

INTRODUCTIONAlan Barr, Senior PartnerIn many ways 2012 has been a year of contradictions.Hundreds of millions shared in the celebrationssurrounding the Queen’s Diamond Jubilee, followedswiftly by the unparalleled success of London’sOlympic and Paralympic Games, whilst elsewhereEurope and the US were facing less positive news.Continued economic challenges across westerneconomies means businesses are facing increasinglydifficult trading conditions in what can only bedescribed as a sustained period of austerity.However, the same attention to the basics, coupled withthe disciplined professional attitude which secured hugerewards for Team GB this summer, is what is required forbusinesses to be successful in these challenging times.Quite simply, client service is key. The advice we give toour clients must be relevant, timely, well communicatedand embedded in a strong understanding of our clients’particular needs and expectations.The sheer breadth of our client work across a significantnumber of industry sectors and core practice areas hasundoubtedly helped to keep the firm’s performance ontrack. In this annual review we include examples of anumber of these sectors such as energy, transport, foodand farming, real estate, financial services and infrastructure.It is our ability to combine best-in-class technical skills witha detailed industry understanding that enables us to field theright team to work with our clients to secure their goals.In 2012 we have also seen a significant increase in the levelof cross-border work undertaken for clients, whether theybe overseas companies or individuals investing in the UK,Quite simply, clientservice is key.4 INSIGHT Burges Salmon Annual Review 2012

or UK businesses expanding into international markets forthe first time. We have built an extensive, worldwide networkof preferred independent law firms whose approach tothe highest standards of quality and client service deliveryreflects our own. The time invested over many years in theserelationships enables us to provide a seamless internationalservice to our clients, wherever their business may bebased, and the network’s non-exclusive nature meansthe only relevant consideration in the selection of overseaslegal advisers is creating the best team to meet ourclients’ needs.None of this would be possible without close collaborationbetween a talented team of lawyers and businessservices staff here at Burges Salmon and the loyalty andachievements of our client base. Over the last year wehave been joined by 11 new partners, four from other firmsand seven internal promotions of whom four are ‘homegrown’ lawyers who joined us as trainees and have builttheir careers here with us. This balance of selected lateralhires and strong organic growth helps us to ensure we are apartnership which can lead the firm in continually exceedingclients’ expectations and competing with the very best inthe legal sector.Naturally the stability of our own business is also crucial inthese challenging times. Earlier this year we were pleasedto report another solid performance with turnover up 7% at£71 million for the year ending 30 April 2012.The growth in turnover in the current year and the excitingprojects we are working on with numerous clients make uscautiously optimistic regarding the outlook for 2013. Beforesigning off on 2012 we wish to take a moment, in the pageswhich follow, to reflect on some of the achievements ourclients have secured with our support and advice. As youread through the case studies you will see our work is asdiverse as the client base we serve, but with the consistenttheme on our part of using every effort, at all times, to deliverexcellent client service.INSIGHT Burges Salmon Annual Review 2012 5

Peter Morris, Managing PartnerBEYOND LEGALADVICEDelivering excellent client service is much more thanproviding good legal advice. We believe that it shouldunderpin everything we do for our clients, so thatthe client experience of working with us is second tonone. We appreciate that delivering excellent clientservice has to be an on-going commitment whichrequires us to continuously challenge ourselves toimprove everything we do.To illustrate our approach, we are again sharing a series ofcase studies in this year’s Insight which I hope demonstratesa variety of ways in which our approach to client servicemakes a significant difference for our clients. Whether thisis going the extra mile to prepare a winning appeal at shortnotice, using our sector knowledge to navigate complexlegal and commercial issues, or innovating to ensure valuefor money – we will always strive to field the right teamfor you to ensure we provide you with an excellent service.The amenities available for both clients and lawyers atour two offices enable us to provide the same high qualityservices from either location. Our head office is located inTemple Quay, Bristol and in London we have recently movedto the award winning development at New Street Square,EC4 between the City of London and the law courts.We continue to invest in our people to ensure that we canprovide the high quality and broad range of services requiredby our clients. As Alan reported in his introduction, we madeup seven senior associates to partner this year representinga 10% increase in the partnership. Supplemented by somestrategic lateral hire partners, their unique skills bolsteran already broad-based, talented team of senior lawyers,enabling us to continue to offer a genuinely partner-ledservice. This is just one example of why our clients chooseto work with us: “We work with Burges Salmon because theteam cares about our problems as much as we do, if notmore. Nothing is too much trouble.”The calibre of our business services teams is also vital tothe quality of service we are able to provide. Whether actingas project managers on complex pieces of work, hostingclient training days, or simply offering a warm welcome andoutstanding day-to-day service, the whole team knows thattheir contribution can make a difference. Nothing pleasesme more than receiving unsolicited client comments such asin one recent email: “We were blown away by the consistentlevel of professionalism we encountered...”.Having recently been reassessed for the Investors in Peopleaward, we were delighted that our assessor was “totallysatisfied that Burges Salmon LLP meets the requirementsof the Investors in People National Standard” and particularlypleased that “it was clear from the interviews that everyonehas a real passion for what they are trying to achieve and forhelping to promote Burges Salmon as a leading legal firm.”It is that passion for what we do that drives our desire toprovide excellent client service at all times.Alongside this, our corporate responsibility programmecontinues to go from strength to strength – as you canread on pages 24 & 25 of this review. Through the firm’scombined efforts we have completed more volunteeringhours than ever before during 2012.We hope you will find in the following pages further evidenceof our client service principles in action, in the words of ourclients and the lawyers involved. Finally, if you have anyfeedback on this annual review, or questions about any ofthe information contained in this publication, please do nothesitate to get in touch.peter.morris@burges-salmon.com6 INSIGHT Burges Salmon Annual Review 2012

Our new City officereflects the volumeand calibre of workwe are winningin London andinternationally.INSIGHT Burges Salmon Annual Review 2012 7

Really understandingthe clientA prestigious partnershipThe Crown Estate is a diverse property businessencompassing three portfolios: Urban, Rural andCoastal, and Energy and Infrastructure, ranging frominternationally recognised historic properties throughto highly acclaimed developments in the heart ofLondon.Lawyers from across our business advise The Crown Estatein relation to both its high profile Urban portfolio and its Ruraland Coastal portfolio which, in addition to agricultural landand forestry, also includes marinas, moorings, and otherport and harbour interests. We also advise on the traditionalholdings and manage ownerless land which returns to themonarch by a process known as escheat.When acting for The Crown Estate we continue to apply notjust technical expertise but also, critically, an unparalleledunderstanding of the client’s core values of commercialism,integrity and stewardship.In 2011 we were re-appointed as principal legal adviserto the London St James’s portfolio. As the subject of asubstantial ten year investment programme by The CrownEstate, the vision is to create a world renowned retail andleisure destination, whilst preserving St James’s distinctniche in the West End office market, safeguarding itsresidential character and improving the public realm.During the course of 2012 we have advised on manytransactions in the implementation of the strategy. Dealshave included prime residential redevelopment and majorflagship lettings in Jermyn Street and Piccadilly to occupiersof national and international prestige.Aerial view of St James’s, LondonMore recently the acquisition of BAFTA headquartersPrinces House in Piccadilly became headline news, bringingthis asset back into Crown Estate hands for the first time in182 years.Such transactions are complex and demanding. The StJames’s team, headed by real estate partners Richard Clarkand Will Woodall, is a multi-disciplinary team drawn fromacross the firm including expertise from a range of teamsled by partners Gary Soloman in planning, Marcus Harlingin construction, Nigel Popplewell in tax and Adrian Martinin employment.The Burges Salmon team plays a key role in helping us deliver our strategy for St James’s.They show an in-depth appreciation of what we are trying to achieve in St James’s and bring theirlegal expertise to bear to help us achieve the results we are seeking through major investment.James Cooksey, Head of St James’s and Regional Portfolios, The Crown Estate8 INSIGHT Burges Salmon Annual Review 2012

Sector work featured in this annual review 2012:ENERGYTRANSPORTFOOD, FARMING & LANDREAL ESTATEFINANCIAL SERVICESAEROSPACE & DEFENCESPORTHOTELS & LEISUREINDUSTRIAL & CHEMICALRETAILMastering marine potentialBurges Salmon has fast established itself as aformidable player in the marine renewable energysector, building on our longstanding credentials in thewider energy and offshore renewables field. We haveadvised clients on The Crown Estate’s first wave andtidal commercial leasing round in the Pentland Firth,Scotland, using our experience of acting for bidderson all three UK offshore wind rounds.Over the last two years we have worked directly with jointventure MeyGen on its pioneering Round One marinescheme in the Inner Sound, Pentland Firth, which will be theworld’s largest tidal energy project. Once operational, it willbe capable of generating 400MW which is the equivalentelectricity used by approximately 400,000 homes.The firm is advising on all legal matters including consenting,real estate, energy regulation, grid connection, corporateand construction procurement. This work is led by head ofrenewables Ross Fairley in collaboration with partnersWill Gard, Julian Boswall, Euan Bremner, Nick Graves andDominic Davis, and senior associates James Phillips andCraig Whelton.It is our work on flagship projects like MeyGen that saw usnamed as the UK’s ‘Adviser of the Year: Legal & Financial’at the inaugural Renewable Energy Infrastructure Awardsin 2011, sponsored by New Civil Engineer and MaterialsRecycling Week.Burges Salmon was proud to host the UK’s first marineenergy park launch in early 2012, attended by the ClimateChange Minister Greg Barker. Plus, a number of ourpartners are helping to shape marine energy policy by sittingon influential, UK-wide industry working groups.We have also been securing a growing number of highcalibre clients in the field of wave and tidal renewable energy.This includes Wave Hub, the world’s largest test site forwave energy arrays, located in the South West of England.Artist’s impression showing turbineson the seabed, connected by cables to aPower Conversion Centre on landMeyGen is a flagship marine power project involving a vast network of stakeholders includingthe local community, The Crown Estate and all levels of government. Burges Salmon’s in-depthunderstanding of both the marine energy landscape and the associated regulatory climate hasplayed a significant role in keeping our development and consenting process on track.Dan Pearson, CEO, MeyGenINSIGHT Burges Salmon Annual Review 2012 9

Going theextra mileSetting new standardsThe European rail market is being fundamentallytransformed and liberalised, operationally, commerciallyand legally. Eurostar – with its high quality cross-borderrail service and brand – is at the cutting edge of thosedevelopments.Burges Salmon has worked with Eurostar since 2008.Between then and 2010, Brioney Thomas and thecommercial team advised on a business critical project(code-named ‘Velocity’) which saw Eurostar procuring itsnew £700 million fleet of 320kph/200mph trains, keepingit at the forefront of a competitive market.In October 2010, when this contract was awardedto Siemens of Germany, Alstom – the incumbent andfellow bidder – reacted strongly and launched a powerfulchallenge, seeking to prevent the contract with Siemensgoing ahead. What followed was to become one of Europe’shighest value and most complex procurement challenges.This was of course a high profile, business critical issuefor our client and as such it demanded first-class technicalexpertise in litigation, rail and procurement regulation. Thelitigators in the team also had to guide Eurostar throughthree critical and complex judgments – in each of which thehigh speed rail operator was successful. The team advisingon the challenge was led by commercial disputes partnerChris Jackson along with procurement specialist JohnHoulden, rail safety partner Ann Metherall and commercialrail partners Simon Coppen and Brioney Thomas.Burges Salmon took numerous additional steps to helpEurostar to achieve this crucial result. These includedflexing the size of the team of experienced lawyers tomatch peaks of activity in a cost effective manner, as wellas providing specialist project managers from within thefirm and identifying discrete work streams. The strategywas regularly evaluated to keep the client’s commercialand regulatory interests as the driving force.As such, the team helped Eurostar calmly and effectivelyhold its position – and most importantly to emergesuccessfully – from this determined challenge.By the time the claim was dropped, the case had createdsignificant new law. As a result, 2014 should see the firstnew generation Eurostar ‘e320’ trains and a new era ininternational rail services.The most impressive element remains the depth of strategic thinking which Burges Salmon broughtto the case. Technical expertise is a given – it is how that expertise is contextualised, communicatedand shaped into a coherent strategy that is the real success factor.Gareth Williams, Director of Regulatory Affairs and Company Secretary, Eurostar10 INSIGHT Burges Salmon Annual Review 2012

Sector work featured in this annual review 2012:ENERGYTRANSPORTFOOD, FARMING & LANDREAL ESTATEFINANCIAL SERVICESAEROSPACE & DEFENCESPORTHOTELS & LEISUREINDUSTRIAL & CHEMICALRETAILNavigating new territoriesAs a trusted adviser to the Nuclear DecommissioningAuthority (NDA) since 2005, we have supported thisnon-departmental public body in achieving a numberof significant milestones over the last seven years.Most recently we helped fully realise the NDA’s vision ofaccelerating the decommissioning of Britain’s second largestcivil nuclear site at Dounreay in Caithness, Scotland. Thissaw us advising on a major competitive dialogue involvingan extensive PPP arrangement worth several billion pounds,with significant procurement aspects.In April 2012, after extensive input from a wide range ofstakeholders and advisers, a Babcock-led consortium calledBabcock Dounreay Partnership Ltd (BDP) – which alsoincluded US nuclear clean-up specialists URS and CH2MHill – was appointed as the parent body for the site closure,taking over ownership of Dounreay Site Restoration Limited.The driving force in this process was the negotiation of anew target cost incentive fee (TCIF) contract arrangementwhich sees the parent BDP sharing risk with the NDA andproviding reassurance of deliverable cost savings.Burges Salmon played a significant role in developing thepayment and performance mechanism relating to the riskallocations between NDA and the successful bidder.This allowed the client and BDP to achieve cost certaintyagainst a major contract and forecast savings to the NDAwell in excess of £1 billion pounds sterling. We were alsoable to secure an accelerated closure date, shorteningcontract length significantly.The legal team was led by partners Mark Paterson andJohn Houlden supported by lawyers Bonnie Coggon,Falle Pearce and Cheryl Parkhouse. Mark spent almost sixDounreay site, Caithness, Scotlandmonths working closely with the client at their head officein Cumbria, with Bonnie also working out of the NDA’soffices for approximately three months at the start of 2012.The client praised the team’s combined technicalexcellence and attention to detail and said their strongclient relationship skills helped them effectively navigateand implement the NDA’s first target cost contract.It was crucial that the legal side of this project was handled proactively and professionally.The Burges Salmon team supported us really well and added greatly to the credibility, in assuranceterms, of the team as a whole.Rob Higgins, Head of Legal, NDAINSIGHT Burges Salmon Annual Review 2012 11

Fitting the firmto the clientA milestone for Milk Link and the UK dairy industryBurges Salmon has a long history of involvement in thedairy industry. We are particularly proud to have workedwith Milk Link since its creation in 2000.Over the years we have built up an in-depth understandingof our client’s ambitions and expectations, in particular theaims of the 1,600-plus dairy businesses throughout the UKwhich own Milk Link and whose commitment and vision ledto it becoming the UK’s largest cheese manufacturer.Our knowledge and expertise allowed us to create the rightteam to work with Milk Link in one of the first ever mergersbetween a UK and a foreign co-operative. The BurgesSalmon team, led by senior partner Alan Barr and corporatepartner Camilla Usher-Clark, worked closely with the MilkLink board throughout the complex process surroundingthe merger with Arla Foods amba, a Danish co-operativeowned by more than 8,000 Danish, Swedish and Germandairy farmers.The merger, announced in May 2012, was completed on1 October 2012 and resulted in Milk Link merging withArla Foods amba to become part of the fourth largest dairyco-operative in the world.As well as fielding specialists from across our co-operative,food and farming, competition, pensions and employmentpractices, we also drew on the expertise of one of our globalpreferred firms, Gorrissen Federspiel, who advised on theDanish law aspects of the merger. The wider Burges Salmonteam included corporate finance lawyers AJ Venter, TimRoberts and Peter Dunn, EU competition experts, MatthewO’Regan, Laura Claydon and Mark Shrimpling, the firm’shead of food and farming William Neville, employmentpartner Roger Bull and pensions partner Michael Hayles.This was a challenging project involving a number ofcomplex and novel legal and commercial issues in orderto secure a long-term home for more than 1.2 billion litresper annum of members’ milk and the first ever contractuallinkage between the price paid to farmers for their milk inthe UK and the milk price in the wider European market.Burges Salmon has always been on hand to provide the additional legal support and commercialinsight required to help the Milk Link board realise the strategic vision of all our farmer membersobtaining the benefits and security of being accepted into full membership of a leading, globaldairy co-operative.Neil Kennedy, Chief Executive, Milk Link Limited12 INSIGHT Burges Salmon Annual Review 2012

Sector work featured in this annual review 2012:ENERGYTRANSPORTFOOD, FARMING & LANDREAL ESTATEFINANCIAL SERVICESAEROSPACE & DEFENCESPORTHOTELS & LEISUREINDUSTRIAL & CHEMICALRETAILFuture foundationsWhen the Swedish-owned building contractor/developer Skanska announced its entry to the UKresidential market in 2010, Burges Salmon quicklybecame a key part of this Nordic developer’s legaladvisory panel.With an initial strategy to seek development sites in thesouth east (with good commuter links to London), Skanska’sfirst contract was exchanged in March 2011 on a site tobuild 128 houses at Great Kneighton in Cambridge (knownas Seven Acres). Later in 2011 a second 12 acre site wasacquired at Great Kneighton creating space for in excess of400 homes.In 2012, Homes by Skanska purchased its first site in Bathto the north of the City. The 4.1 acre Ensleigh South sitewas bought from the Ministry of Defence as part of the firstwave of its divestment of land in the area.All of the Homes by Skanska are built to meet a minimumof level four of the Code for Sustainable Homes, whichgoes beyond legal requirements and speaks volumes aboutSkanska’s passion for sustainability. Seven Acres nowboasts ‘Eva House’ a home built to level five of the Code.It was getting under the skin of this client and theScandinavian principles which are its lifeblood that led theBurges Salmon team to propose a legal panel workshopat the start of 2011. Led by partners Marcus Harling(construction) and Ross Polkinghorne (real estate) andArtist’s impression of ‘Eva House’supported by partners David Gidney (real estate) andGary Soloman (planning), this workshop allowed Skanskaand each of the panel advisers to share their ambitionsand expectations openly.This forum for frank discussion has contributed significantlyto a collaborative working relationship. Burges Salmon hasbeen able to hand-pick a team of lawyers to suit Skanska’sprecise needs. The firm’s own CR commitments andenvironmental focus have also played a role in creating agreat cultural fit with this client.Burges Salmon’s knowledge, experience and professionalism have been invaluable in helpingus to launch Homes by Skanska in the UK.Jason Collard, Development Director, Skanska Residential UKINSIGHT Burges Salmon Annual Review 2012 13

Focusing onoutcomesAn Olympic outcomeFor some athletes and their representatives, intensivetraining was not the only priority in the monthspreceding the London 2012 Olympic and ParalympicGames.In early 2012, the Fédération Equestre Internationale (FEI)notified Khaled Al Eid and Abdullah Sharbatly of the SaudiEquestrian Show Jumping Team that their horses hadtested positive for a controlled medication substance knownas ‘bute’ (a widely used anti-inflammatory drug, but not asubstance used by Saudi Equestrian). Both riders facedthe prospect of being unable to compete in the forthcomingGames.The managing director of Saudi Equestrian, ZiyadAbduljawad, contacted Burges Salmon partner JeremyDickerson, who has an established reputation in this field,to act for the riders. A legal team including senior associateJames Pheasant and solicitor Georgina Shaw was quicklybrought together to investigate and prepare the riders’cases. Hearings took place before the FEI Tribunal inLausanne, Switzerland in April 2012.The Tribunal acknowledged, in both cases, that neither theriders nor the team had deliberately administered bute totheir horses and reiterated Saudi Equestrian’s unequivocalsupport of the FEI’s Clean Sport campaign, yet still bannedboth riders for eight months, meaning that neither ridercould compete in the Olympics.With just two weeks to prepare an appeal, Burges Salmonrepresented the riders before the Court of Arbitration forSport in London in June 2012. The appeal was successful,achieving a reduced ban of two months for both riders,Saudi Equestrian competing at London 2012backdated to the date of the positive tests. They wereable to commence their Olympic preparations withimmediate effect.Saudi Equestrian went on to secure its first ever OlympicTeam Jumping medal, taking Bronze. A member of themedal-winning team, Kamal Bahamdan, also came fourthin the individual competition, only narrowly missing out onanother medal.This was an extremely difficult and testing time for Saudi Equestrian and our thanks go to JeremyDickerson and the team for all their hard work on the case. Achieving the right outcome at appealwas crucial in order for us to refocus on getting the team prepared for Olympic success.Ziyad Abduljawad, Managing Director, Saudi Equestrian14 INSIGHT Burges Salmon Annual Review 2012

Sector work featured in this annual review 2012:ENERGYTRANSPORTFOOD, FARMING & LANDREAL ESTATEFINANCIAL SERVICESAEROSPACE & DEFENCESPORTHOTELS & LEISUREINDUSTRIAL & CHEMICALRETAILSecuring a successful outcomeWe pride ourselves on helping clients to achieve theright outcomes – whether those are specific commercialresults, or decisions which help safeguard their culturalvalues too.In 2011, the competition team at Burges Salmon helpedthe largest customer-owned business in the world, theCo-operative Group, complete a successful appeal againstthe Office of Fair Trading (OFT) after an extensive sevenyear process.This saw the Group overturning a decision made in April2010 to impose record fines totalling £225 million on tenretailers and two manufacturers which the OFT alleged hadengaged in anti-competitive conduct relating to the pricingof tobacco products between 2000 and 2003.The judgment was handed down by the Competition AppealTribunal (CAT) after the OFT’s defence fell apart over thecourse of the hearing. This was seen as a vindication for theclient – not just of the appeal itself, but the arguments it hadrun throughout the process.This was a significant and sensitive piece of litigation forthe Group. Opportunities to settle during the course ofthe OFT’s investigation had been carefully considered,as it would have seen the overall fine imposed materiallyreduced.However, having worked closely alongside the Group’ssolicitor and group counsel Philip Hardman for a numberof years, Burges Salmon’s head of competition, LauraClaydon, understood that the right outcome for this clientwas not just a financial one – it was about protecting theirpublic reputation as a leading ethical retailer too.The Group refused to settle and took on the OFT, workingwith Laura, solicitor Marc Shrimpling and the wider teamat Burges Salmon. Successfully overturning the OFT’sdecision was a huge achievement for the Group. BurgesSalmon’s competition team went on to be jointly named UKCompetition/Regulatory Team of the Year at The Lawyer’sannual awards – along with other legal advisers involved.Owned by the very people who shop with us, it is unsurprising that we treat compliance withcompetition, and other consumer protection laws, very seriously. Working with Burges Salmon,we were able to achieve the right outcome for our members and the organisation as a whole.Philip Hardman, Solicitor and Group Counsel, Co-operative GroupINSIGHT Burges Salmon Annual Review 2012 15

Making theright connectionsGame-changing technologyA cross-border initiative that is set to change the waythe global air freight industry operates has drawn onthe legal expertise of a multi-disciplinary team atBurges Salmon.Led by experienced commercial lawyer Ian Whitehall,the work has seen us advising on an innovative aircraftconversion solution that can be applied to convert mediumwide-bodied Airbus and Boeing passenger aircraft intocommercial freighters.Crucially, the new solution avoids the need to cut a newfreight door in the fuselage (which necessitates additionaltime, risk and cost) by using the existing freight doors andthen moving cargo between upper and lower decks usinginternal lift technology.Detail of LCF’s innovative cargo lift technologyThe programme, named Low Cost Freighter (LCF)Conversions, is being brought to market by the Malta-basedEolia Group which is a specialist investor in the aerospacesector – supported by Seattle’s ACE Corporation onmodification design and certification.Burges Salmon has worked alongside LCF’s CEO, CliffDuke, for more than a decade and for at least two yearson the LCF Conversion programme itself. Given theinternational scope of the work, we have drawn on highcalibre preferred firm connections for legal input worldwide.This includes working with US firm, Thompson Hine, onintellectual property due diligence (in relation to the cargolift technology) and with Maltese firm, Ganado & Associates,on corporate aspects relating to Eolia Group.At the time of going to press, the LCF Conversionprogramme had completed phase 1 of the supplementarytype certificate (STC) development and initial meetings withpotential end users were taking place. Most recently, thewider legal team including senior associate Libby Griffithsand solicitor Patrick Parkin, has been developing thecontractual structures for the supply chain and maintenanceand repair organisation that will install the LCF product.Since 2003, Burges Salmon has also supported the EoliaGroup’s investment in a separate Boeing 747-400 freighterconversion through a joint venture based in Cyprus whereCypriot firm, Chrysses Demetriades, provides local support.With their international connections, the team at Burges Salmon have been able to cater forour requirements whatever the jurisdiction, as well as offering real depth of expertise in theaerospace sector.Cliff Duke, CEO, Eolia Group16 INSIGHT Burges Salmon Annual Review 2012

Sector work featured in this annual review 2012:ENERGYTRANSPORTFOOD, FARMING & LANDREAL ESTATEFINANCIAL SERVICESAEROSPACE & DEFENCESPORTHOTELS & LEISUREINDUSTRIAL & CHEMICALRETAILA premier portfolioIn 2003 corporate partner Rupert Weston advisedentrepreneur, Andrew Brownsword, on a joint venturewith double Michelin starred chef, Michael Caines,to acquire and operate boutique city centre hotelscombining luxury accommodation with fine diningunder the ‘Abode’ brand.At that time Andrew already owned the exclusive Bath Prioryand the luxury townhouse Chelsea hotel, Sydney House.Following the creation of Abode, Rupert led teams advisingon the acquisition of a further six Abode hotels, plus theworld renowned Gidleigh Park country house hotel.The demise of the von Essen hotel group in the autumnof 2011 presented a unique opportunity to increasesignificantly the number of hotels in the Brownsword stable,but competition amongst rival operators was fierce and anydeal needed to be concluded quickly to minimise impact onthe important Christmas trade.Burges Salmon acted alongside the Brownsword Hotelsteam to present considered and compelling offers for fourvon Essen hotels – Amberley Castle, Buckland Manor,Lower Slaughter Manor and Washbourne Court – and thenconclude their acquisition to a tight timetable. While theentire von Essen portfolio was marketed and the disposalsprogressed concurrently, the sales to Brownsword Hotelswere the first to be concluded.The swift and successful completion was achieved byfielding a legal team with real sector expertise, as well asmaintaining close liaison between the Burges Salmon andBrownsword Hotel teams. This close and deep relationshipis built not only on engagement during transactions, butalso through our on-going dialogue over a number of yearswhich allows us to understand fully the client’s approach toissues and the business challenges being faced.Amberley CastleAlongside working with Brownsword Hotels, Rupert Westonhas advised Andrew and his business portfolio over anumber of years, including the acquisitions of Paxton &Whitfield (2001), Snow + Rock (2004), Cycle Surgery (2007)and Runners Need (2010), as well as the disposals of Snow+ Rock and Bath Rugby (both 2010).It was reassuring to draw yet again on the advice and expertise of Burges Salmon, with whomwe have worked for over a decade, during this exciting yet complex process.Andrew Brownsword, Owner, Brownsword HotelsINSIGHT Burges Salmon Annual Review 2012 17

Keeping ithumanHelping to finance changeIn 2011, ethical banking pioneer Triodos approachedBurges Salmon to assist with the formation of aninnovative investment fund which would allow them tohelp improve education and employment prospectsfor vulnerable young people living on Merseyside.This support was to be delivered under its ‘New Horizons’programme, along with delivery partner Greater MerseysideConnexions Partnership (GMCP). Central to this programmewas the ability to access payment by results funding throughthe Department of Work & Pensions’ (DWP) new socialimpact bond – The Innovation Fund – as well as the supportof private investors.Burges Salmon won the chance to work alongside Triodosfollowing a competitive pitch in which, in recognition ofthe broader social value of the fund, we agreed to workcontingently until Triodos was successfully named preferredbidder and then subsequently with a pro bono element.Our technical role covered two distinct areas. The firstwas the initial creation of an appropriate fund structure.Our corporate finance team, led by partner Chris Godfreyand supported by senior associate Claire Porter-Bryant,managed this phase including the transition from aninitial limited partnership to a corporate structure witha syndicate of investors including a number of charitiesand ethical funds.The result, Triodos New Horizons Limited, is an investmentfund which can attract up to £4.5m social impact bondpayments from DWP, alongside substantial privateinvestment. Unlike typical social service delivery, this DWPfunding is provided at risk by the private sector socialinvestors, who will only achieve a financial return if thepre-agreed educational, training and employment outcomesare met.The second area of Burges Salmon’s work saw ourcommercial projects team, including partner Matt Ramusand associate Pete Jackson, advising on both the coreoutput-based contract between DWP and the fund vehicle,plus an input-based contract down to GMCP and its ownnot-for-profit contractors.This has been a groundbreaking initiative and Burges Salmon has helped us to navigate some ofthe more complex legal and commercial aspects of this new fund – as well as negotiating consensusamong the private investors involved.Dan Hird, Head of Corporate Finance, Triodos Bank20 INSIGHT Burges Salmon Annual Review 2012

Sector work featured in this annual review 2012:ENERGYTRANSPORTFOOD, FARMING & LANDREAL ESTATEFINANCIAL SERVICESAEROSPACE & DEFENCESPORTHOTELS & LEISUREINDUSTRIAL & CHEMICALRETAILClearing a legal hurdleIn last year’s Insight we featured news of the substantial£95 million cash and security package which BurgesSalmon helped to secure on behalf of members of theGreat Lakes pension plan, in what was described as thekey regulatory success of 2011.In 2012, we continue to advise on a number of significantcases, including that which has seen the trustees of theQinetiQ Pension Scheme exercising their right to switchthe index they use to calculate future pension increases.This has enabled the employer – defence, aerospace andsecurity expert QinetiQ – to reduce its pension deficit bymore than £100m and improve the security of the scheme.Specifically, the trustees negotiated a funding and securitydeal for the pension scheme which necessitated a switchfrom the Retail Price Index (RPI) to the Consumer PriceIndex (CPI) as the main measure for evaluating pensionincreases in line with the cost of living. There was muchlegal debate over whether the switch from RPI to thenormally lower CPI for all service would breach section 67of the Pensions Act, which prevents changes to a pensionscheme which might adversely affect a member’s accruedrights or entitlement.An application to court was therefore required to validatethe proposed switch. With specialist advice from theBurges Salmon team, led by partners Tim Illston and JustinBriggs and supported by associates Helen Trethewey andTrilby James, the High Court agreed with Burges Salmon’sinterpretation that this switch to CPI would not breach s.67.While the switch will mean the overall pension provisioncould be lower, it will provide long-term security. Helping toclarify this legal hurdle will also provide other schemes withan alternative option, where employers and trustees havebeen struggling to reach satisfactory agreement.Throughout this process we have been focused on improving the scheme’s funding positionand the security of benefits accrued within the scheme. This court ruling has been a positivestep in this process.A spokesperson for QinetiQ’s Pension FundINSIGHT Burges Salmon Annual Review 2012 21

BUILDING THERIGHT TEAMSupporting such an extensive work portfoliorequires not just technical expertise but the abilityto empathise with our clients and colleagues andbe flexible and responsive too.We go to great lengths to foster a supportive andcollaborative culture at Burges Salmon, beginning fromthe very first contact an individual may have with theorganisation.During 2012 we became a signatory to the PRIME initiative– a commitment by the legal sector to provide fair accessto work experience for talented, ambitious and motivatedschool-age students. As such, we have committed toproviding a number of work experience placements,equivalent to 50% of our trainee intake, across both legaland business services departments each year.The primary goal is to ensure that people from allbackgrounds get the work experience opportunities theirtalents deserve. This builds on our own experience ofrunning a successful work experience programme withinbusiness services since 2002, in conjunction with localschools and the University of the West of England (UWE).In fact, during 2012 we were shortlisted in the NationalCouncil for Work Experience (NCWE) annual awards.Diversity also remains an important focus for us and weare signatories to the Law Society’s Diversity and InclusionCharter. Individuals from across the firm are also activelyinvolved with organisations including the Business DisabilityForum, formerly the Employers’ Forum on Disability (EFD)– the world’s leading employers’ organisation focused ondisability as it affects business; Stonewall – the country’sleading lesbian, gay and bi-sexual (LGB) charity; and PrideBristol – a major annual LGBT community event.Elsewhere, our trainee recruitment programme continues toreceive national recognition. In an unrivalled award-winningrun, in 2012 we were named as the UK’s best legal recruiterfor the seventh time in a row at the annual LawCareers.NetTraining & Recruitment Awards (the TARAs).We scooped the top prize in the National/Large RegionalLaw Firm category, seeing off a number of industrycompetitors. Our trainee recruitment and developmentprogramme is central to the way we do business at BurgesSalmon – with commitment, quality and collaboration alwaysfront of mind.Four of the sevenindividuals whomade partner were‘home-grown’.It was particularly rewarding to receive this recognition inthe same year that we made our largest ever partnerpromotion round. Four of the seven individuals who madepartner in 2012 were ‘home-grown’ having joined us astrainees. These were Jim Aveline (wealth structuring),Andrew Burnette (dispute resolution), Liz Dunn (environmentand planning) and Sarah Woodsford (family law). Theywere joined by Michael Hayles (pensions), Matt Ramus(commercial) and Will Woodall (real estate).22 INSIGHT Burges Salmon Annual Review 2012

Everyone hasa real passionfor what theyare trying toachieve andfor helpingto promoteBurges Salmonas a leadinglegal firm.Investors in PeopleThis strong organic growth has been supported by strategiclateral hires over the last 18 months, including Philip Beer(rail real estate), Kevin Kennedy (agricultural and privateclient litigation), Kari McCormick (insurance litigation), MarkGay (sports litigation) and most recently, Matthew O’Regan(UK, EU and international competition law).Developing and recruiting talent in this way – coupled withour ongoing learning and development programme – hasenabled us to achieve a solid performance this year.We believe that investing in our people allows us tomaintain a level of client service that sets us apart from ourcompetitors. More than 80% of our partners are recognisedas leaders in their field, plus we regularly appear in TheLawyer’s Hot 100. This year intellectual property partnerJeremy Dickerson was featured in recognition of his highprofile work in litigation.Finally, closer to home, we have recently launched our owninitiative within Burges Salmon which recognises stand-outexamples of where individuals have gone the extra mile tomeet the needs of our clients. It is hoped this award schemewill encourage everyone as they continue to contribute tothe future success of the firm and that of our clients.INSIGHT Burges Salmon Annual Review 2012 23

MAKING ALASTING IMPACTDuring 2012 we continued to collaborate with a widerange of organisations to build strong, sustainablerelationships and identify solutions which will havea lasting impact on the areas in which we work.This activity spans three main areas: community,education and environment.COMMUNITY ENGAGEMENTDuring 2012 we have been working hard to raise vital fundsfor the Bristol Children’s Hospital through our Charity of theYear, Wallace & Gromit’s Grand Appeal. As well as bakingand dancing contests, our trainees summited three WelshPeaks, plus a team of cyclists towed a 21kg truckle ofcheese 320 miles from Wensleydale back to Bristol – raisingthousands of pounds in the process!In this Olympic & Paralympic year, we were also delightedto host a celebration of the community-wide Springboardprogramme which offers grants and support to exceptionalyoung athletes across Bristol, Bath, North Somerset andSouth Gloucestershire. It is co-ordinated by SportsAid – acharity which helps emerging sports talent throughout theUK – and sponsored by Burges Salmon, Bristol City Counciland a range of other partners.Closer to home, we continue to work with the FareShareSouth West community food network, where dozens ofour staff volunteer each year assisting with the sorting anddistribution of food to those who need it most.We also work with local primary schools to support theircurriculum on economic well-being, as well as participatingin fun initiatives such as the ‘Young Shipwright’ projectwhich sees teams of pupils building model boats to belaunched at Bristol’s annual harbour festival.SUPPORTING EDUCATIONSince it was introduced three years ago, our readingbuddies’ scheme with Easton C of E Primary School hasbeen a great success, with 20 individuals volunteering tohelp young children improve their reading skills. This yeara new scheme called ‘number partners’ has also seen ourvolunteers working with pupils to develop their numeracyskills by playing maths-based games.Elsewhere we work closely with the University of Bristolto support their longstanding Law Clinics programme byproviding sponsorship and training on a pro bono basis.We also work with the University of the West of Englandon their employability and diversity mentoring programme.ENVIRONMENTAL GOALSThis year part of our commitment to the environment hasbeen further engaging staff in helping to make One GlassWharf a sustainable workplace. Our staff engagementcommittee, BSustainable, was re-launched and a newenvironmental policy published. The Environment Committeehas also taken the lead towards achieving ISO14001accreditation to demonstrate our commitment to theenvironment and the full extent of the firm’s work to minimiseits environmental impact.One exciting event to take place for the first time this yearwas Burges Salmon’s own ‘Green Week’ held in June, tocoincide with a city-wide sustainability initiative in Bristol.During the week, staff got involved in a wide range ofactivities to encourage energy efficiency, improved recyclingand re-use and better travel choices, including cyclinginitiatives.As a founder member of the Legal Sector Alliance, we alsocontinue our work with other law firms and organisationsto work collaboratively in reducing our carbon footprint andadopting environmentally sustainable practices.24 INSIGHT Burges Salmon Annual Review 2012

CATHERINE CORREIACR CO-ORDINATORINSIGHT Burges Salmon Annual Review 2012 25

Simon Russell, Commercial DirectorSTRONGFOUNDATIONSAs you will have read in Alan Barr’s introduction tothis year’s Insight, Burges Salmon is performingwell in what is a very competitive and challengingmarketplace, with turnover up 7% for the year ending30 April 2012 at £71 million.It was very satisfying to have achieved our income targetfor the financial year. This was in line with the firm’s mediumterm strategic plan as we continue to grow both in the UKand internationally. We remain a well-managed and wellcapitalisedfirm with a strong balance sheet and no debt.Crucially, we also continue to invest in the business,supporting continued organic growth through the ongoingdevelopment of talented lawyers and staff, as well assecuring excellent facilities where we can cater for the needsof our diverse client base in both Bristol and London.Like most firms we expect challenging trading conditionsto continue in the year ahead. However, the spread of ourclient work across a significant number of major sectorsand practice areas is undoubtedly helping to keep ourperformance on track.We pride ourselves on our ability to offer high quality legalservices to a broad base of UK and international clients,ranging from listed companies to government departmentsand public bodies, privately owned enterprises and high networth individuals.During 2012 the firm has seen growth coming from a widerange of areas including energy, transport, insurance, andthe public sector. Transactional activity in areas such asrenewables, financial services, food and drink, softwareservices, sport and leisure has also gathered pace.The list on the opposite page provides a summary of the keyservice areas and industry sectors in which we offer what is,in many cases, market leading legal expertise. It isthe combination of both technical and commercial insightthat allows our lawyers to continue to be regarded astrusted advisers to so many high profile clients in theUK and beyond.FIRM TURNOVER £’00070,00065,00060,00055,00050,00045,00040,00035,00030,00025,00020,0002003200420052006AWARDS RECOGNITIONDuring 2012 the firm’s exceptional achievements have beenrecognised by leading legal and industry award schemes.This includes being named Competition/Regulatory Team ofthe Year by The Lawyer magazine and being shortlisted in theEuropean Pensions Awards. Jeremy Dickerson was namedas one of the Lawyer’s Hot 100 for his work on the DiscoveryChannel litigation case, which was also listed amongst themagazine’s Top 20 litigation cases. More recently the firmhas been shortlisted as Litigation & Regulatory Team of theYear and Commercial Team of the Year in the 2012 BritishLegal Awards, due to be judged on 22 November.20072008200920102011201226 INSIGHT Burges Salmon Annual Review 2012

OUR KEY SERVICES ANDSECTOR SPECIALISMSServicesBanking & FinanceCommercialCompetitionCorporateDisputes & LitigationEmploymentEnvironment & PlanningHealth & SafetyInsurancePartnershipsPensionsReal EstateRegulatorySport LawTaxWealth StructuringBurges Salmon is a highqualitynational practice…its strength is in its applicationof sound commercialjudgement, underpinned bya solid legal baseline. Legal 500Industry sectorsAerospace & DefenceCharities & Social EnterpriseConstruction & EngineeringEducationEnergyFood, Farming & LandFinancial ServicesHotels & LeisureIndustrial & ChemicalPublic SectorRetailTechnology, MediaTelecommunicationsTransportBristolOne Glass Wharf, Bristol BS2 0ZXPhone: +44 (0) 117 939 2000Fax: +44 (0) 117 902 4400Email: email@burges-salmon.comDX Address: 7829 BristolLondon6 New Street Square, London EC4A 3BFTel: +44 (0)20 7685 1200Fax: +44 (0)20 7980 4966Email: email@burges-salmon.comDX: 361 London/ChanceryDesign: Doggett Jones LimitedEditor: Kate Ashton, Burges SalmonWe would like to thank all those who have contributed photography to this year’s review,including: David Oxtoby, Mark McNulty, Paul Groom, Robert Greshoff, Brownsword Hotels,Eurostar, Global Power Equipment, Homes by Skanska, Knight Frank, LCF Conversions,MeyGen, Milk Link, Nuclear Decommissioning Authority, QinetiQ, Saudi Equestrian,The Co-operative Group, The Lawyer magazine and Triodos Bank.

A leading UK law firmwith global reachwww.burges-salmon.comBurges Salmon LLP is a Limited Liability Partnership registered in England and Wales (LLP number OC307212)and is authorised and regulated by the Solicitors Regulation AuthorityA list of members, all of whom are Solicitors, may be inspected at our registered officeOne Glass Wharf, Bristol, BS2 0ZX © Burges Salmon 2012