Fasken Martineau London. LOCAL knowledge... international reach

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1 Fasken Martineau London LOCAL knowledge... international reach

2 About Fasken Martineau Fasken Martineau is a leading international business law and litigation firm with more than 700 lawyers in eight offices across the UK, Canada and Africa. Our London team has expertise in the following areas: Industry Focus Banking & Finance Energy Infrastructure & Public-Private Partnerships Life Sciences Mining Key Practices Capital Markets Corporate / Commercial Information Technology Insolvency & Restructuring Insurance Intellectual Property Labour, Employment & Human Rights Litigation & Dispute Resolution Mergers & Acquisitions Private Equity Project Finance Real Estate Structured Finance & Derivatives Tax Fasken Martineau is staffed with highly capable individuals who are also enjoyable to work with. - Chambers UK The firm advises on a wide range of AIM matters and houses notable expertise in the natural resources sector. - Chambers UK

3 Industry Focus Banking & Finance We advise financial institutions, funds and borrowers on a broad range of banking transactions, M&A deals and securities matters. We act on transactions ranging from simple credit agreements to complex multi-facility, multi-currency financings often involving multiple jurisdictions, from project finance to acquisition finance and leveraged finance. On the creditor side, our clients include banks, finance companies, merchant banks, investment funds and other financial institutions. On the debtor side, we act for corporate and institutional borrowers. Energy With 50+ years of cutting-edge international oil and gas experience in upstream, midstream and downstream operations, we advise on PSAs, JOAs, shareholders agreements, drilling and seismic contracts, and oil and gas transmission, storage and distribution agreements. We also offer industry know-how related to renewable energy projects and we are the world s top mining law firm. Our broad finance expertise for resource clients extends to sponsors, commercial lenders and export credit agencies, and we have advised a number of companies on their IPO requirements. Life Sciences With 20 years experience advising the largest pharmaceutical companies and the smallest start-ups, we know the unique business priorities of biotechnology companies and the legal issues related to research, outsourcing, regulatory, research alliances and finance. Mining London is the centre of the international mining industry and the leader for mining finance. We act for many listed and private national and international mining companies and have helped over 20 to float on AIM. We are very experienced in this sector and can help clients with the acquisition of international mining projects, the structuring and negotiation of joint ventures and the conduct of privatisation tenders. We have considerable experience in consulting, drilling and other service contracts, essential to the industry. Fasken Martineau, with our Johannesburg office and network of local lawyers in the former Soviet Union, Africa, the Americas and Asia, is rated as one of the world s leading firms for mining law. Infrastructure & Public-Private Partnerships Our strategic advice on infrastructure investments includes helping with the formation of consortia, acquisition of infrastructure assets through public or private purchases, bank leverage financing and long-term bond refinancings, and regulatory advice. We have worked with Canadian pension funds, UK private equity firms and several UK and other banks. Fasken Martineau s London office handles high-value, cross-border transactions, particularly within its focal area of energy and natural resources. - Legal 500 Clients say that the professional team at Fasken Martineau is reliable, has a commercial approach, and displays strong industry knowledge. - Legal 500

4 Key Practices Capital Markets We have acted for well over 100 companies and financial advisers on flotations and other transactions on the UK s Capital Markets. We act on admissions, fundraisings, secondary issues, corporate governance matters and continuing obligations under market rules. Overseas clients value our experience in secondary UK listings alongside primary listings on international stock exchanges. With the growth of AIM and the ISDX markets, we also act for smaller and growing companies looking for a serious alternative to listing on the Main Board of the London Stock Exchange. Corporate / Commercial We act for firms involved in public and private equity fundraisings, business sales and purchases, mergers and reconstructions, and schemes of arrangement. We help with corporate governance and regulatory advice, Financial Services and Markets Act compliance, investment agreements, joint ventures, management buy outs and buy-ins, debt and equity financings, secured bank lending, capital reductions and share buy-ins and royalty stream acquisition funding. We advise on general commercial matters and complex commercial transactions such as the purchase and installation of complicated equipment, joint ventures (including Limited Liability Partnerships and Limited Partnerships), advertising codes, sales of goods, consumer credit, money transfer licences and terms and conditions of sale to comply with consumer protection law. Information Technology Our extensive IT practice covers software licensing, support and maintenance agreements, bespoke software development agreements, agreements with ISPs, advice on linking and deep linking, DRM, website compliance including an audit facility, privacy policies and terms of use, data protection and distance selling. We also act for telecoms providers and users in respect of premium rate numbers, telemarketing, call centre services and related matters. Insolvency & Restructuring We advise companies in distress as well as their lenders, other creditors and shareholders, insolvency practitioners and other interested parties. We have significant experience in complex refinancings and financial restructurings as well as in liquidations, administrations, bankruptcies, clawback litigation and related matters. Insurance We act for underwriters, brokers and buyers on coverage and liability issues. Members of our team are leaders in emerging areas such as bad faith, aggravated and punitive damages, and damages for mental distress. We have particular experience in the highly technical area of subrogation and handle complex matters across all classes of business in the international insurance and reinsurance markets. Intellectual Property We advise on contentious and non-contentious IP matters related to patents, copyright, trademarks, design rights, confidential information, passing-off and domain names. We also offer a brand clearance, registration, management and enforcement service.

5 Labour, Employment & Human Rights Our employment law practice includes service contracts, policies, handbooks, consultancy agreements, compliance audits, redundancies, disciplinary matters, whistle blowing, discrimination, exit strategies for employer and employee, tax issues, and TUPE/contracting out issues. We also handle litigation in the Courts and at employment tribunals. Litigation & Dispute Resolution Members of our firm have litigated in more than 150 jurisdictions worldwide. We cover international and domestic arbitration, High Court litigation, expert determination, mini trial and adjudication procedures, and mediation. We offer specialist knowledge in breach of contract, negligence, defamation, construction, banking, pension claims, insolvency, insurance and Companies Court applications. We have handled judicial reviews, a claim before the European Court, the Privy Council and various specialist tribunals. Mergers & Acquisitions We advise principal shareholders of target companies, special committees, financial advisors, lenders and institutional investors in all aspects of M&A deals. For bidders, we help plan acquisition strategies, develop appropriate and taxefficient structures and arrange financing. For targets, we help prepare for and defend take-overs, including implementing shareholder rights plans and other defence mechanisms in hostile situations, and negotiating support agreements in friendly situations. Project Finance We act for private and public lenders, project sponsors and suppliers and other industry participants worldwide on projects related to mining, transportation, major infrastructure and real estate, energy and oil & gas, forestry products, utilities, telecommunications and media. Our leading expertise in many of these industries provides insight into the complexity of the projects, which helps facilitate appropriate financing options. Private Equity We get involved with private equity transactions executed through both the private and public markets. We help at all stages of the investment cycle including fund formation, acquisitions, debt financings, venture capital financings and liquidity event transactions. We represent lenders providing senior and mezzanine debt financing as well as venture funds and others focused on mid-market transactions. We also advise the principals of private equity firms and portfolio companies senior managers on shareholder, partnership and employment arrangements and estate planning. Real Estate We act for investors, developers, traders and funders in commercial and residential property and for occupiers, particularly in the retail, leisure and pharmaceutical sectors. Our acquisition and disposal experience ranges from large, mixed investment portfolios to single units. We also bring expertise in leases, conveyancing, site assembly, planning, development and funding agreements, property disputes, and property tax planning. Structured Finance & Derivatives Our partners have extensive knowledge and experience of structured debt financing and hedging arrangements. Their experience covers a wide range of derivative and debt capital markets products ranging from credit derivatives, risk participation arrangements, securitisation, structured secured lending, covered bonds, project bonds and repurchase and securities lending transactions. We have the resources to handle the largest and most complex transactions advising asset managers, arrangers, investors, sponsors, trustees and other service providers. Tax We advise on the tax aspects of mergers and acquisitions, the structuring and financing of international groups, capital markets transactions (including the increasingly complex rules relating to banks), employment taxes, real estate taxes, VAT and other indirect taxes. We also advise in relation to resolving tax disputes, whether between commercial counterparties or with Her Majesty s Revenue and Customs. Our clients across all these areas range from large multi-nationals, to family offices and to other professional firms.

6 Awards & recognition Our international excellence and broad industry expertise consistently garner accolades and top rankings worldwide. Chambers UK recognises the firm and many of our lawyers as Leaders in their Field in several key industries and practices, including: Capital Markets: AiM energy & natural resources: Mining - international energy & natural resources: Oil & gas intellectual Property intellectual Property: Patent Litigation international Arbitration Life sciences: ip/patent Litigation Life sciences: transactional Litigation Chambers Global spotlights Fasken Martineau as a leading foreign firm in London and highlights 71 of our lawyers for their practice area expertise. Legal 500 UK ranks our London team in multiple categories: Corporate and commercial - Flotations: small and mid-cap Corporate and commercial - M&A: smaller deals, up to 50m dispute resolution - Commercial litigation dispute resolution - defamation and privacy human resources - employment Projects, energy and natural resources - Mining and minerals Projects, energy and natural resources - Oil and gas real estate - Commercial property tmt - intellectual property tmt - it and telecoms tmt - Pharmaceuticals and biotechnology transport - Aviation Who s Who Legal named us global Mining Law Firm of the year for six years and ranks 62 of our lawyers for their legal expertise. AIM Advisers Rankings Guide ranks Fasken Martineau within the top 10 law firms by number of AiM listed clients. Super Lawyers recommends six of our London-based lawyers Fasken Martineau has a strong presence in African upstream and downstream markets, with particular expertise in negotiating with governments for production sharing contracts and exploration licences.

7 Contact London Gary Howes Hanover Square London W1S 1HU Tel: Fax: We have no hesitation in unreservedly recommending this firm - it provides legal counsel of the highest standard and has always been supportive and found cost-effective ways of getting the work done. - Chambers UK London office: Fasken Martineau LLP is a limited liability partnership which is registered in England and Wales. Registered number: OC Registered Office: 17 Hanover Square, London W1S 1HU. Authorised and regulated by the Solicitors Regulation Authority and subject to its Code of Conduct

8 Our Locations Vancouver Burrard Street Vancouver, British Columbia Canada V6C 0A3 Tel: Fax: Ottawa 55 Metcalfe Street, Suite 1300 Ottawa, Ontario Canada K1P 6L5 Tel: Fax: London 17 Hanover Square London, United Kingdom W1S 1HU Tel: Fax: Calgary 3400 First Canadian Centre 350-7th Avenue SW Calgary, Alberta Canada T2P 3N9 Tel: Fax: Toronto 333 Bay Street, Suite 2400 Bay Adelaide Centre, Box 20 Toronto, Ontario Canada M5H 2T6 Tel: Fax: Montréal Stock Exchange Tower P.O. Box 242, Suite Victoria Square Montréal, Québec Canada H4Z 1E9 Tel: Fax: Québec City 140, Grande Allée Est, Suite 800 Québec City, Québec Canada G1R 5M8 Tel: Fax: Johannesburg Inanda Greens, Building 2 54 Wierda Road West Sandton Johannesburg 2196 South Africa Tel: Fax: /5 johannesburg@fasken.com VANCOUVER CALGARY TORONTO OTTAWA MONTRÉAL QUÉBEC CITY LONDON JOHANNESBURG GF