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Annual Review 2011

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Watson, Farley & Williams is a distinctive law firm with a leading market position in international finance and investment, maritime and energy. We also specialise in natural resources, transport, real estate and technology.

Contents

Chairman’s message

Managing Partner’s review

pg01 Business on course

pg06 Securing prime assets

pg14

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Powering client demand

pg02

pg08

pg16

pg04 Investment yields results

Blue sky thinking

Other highlights

Our international reach

pg10 Year in review

pg12 Our people and corporate responsibility

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pg20

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Chairman’s message

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FRANK DUNNE Chairman

Chairman’s message As Watson, Farley & Williams (WFW) approaches its 30th anniversary we look back on 2011 as a year in which our firm continued to expand despite a difficult economic and business environment.

This, our fourth Annual Review, highlights some of the work we have done across our network of offices to assist our clients in a variety of respects, whether developing exciting new projects or addressing some of the challenges they face. During this period, WFW has maintained a strict focus on the strengths of the firm and its strong relationships with clients based on a thorough understanding of their requirements. This is evidenced in the quality of the work that we have done, and the importance of the transactions in which we have been involved. These strengths include unswerving commitment to real expertise in our core industry sectors, to a level which is consistent in all of our offices. This approach to our practice has stood the test through recent years, to enable the firm to establish and maintain leading market positions. It has also enabled

us to maintain a culture which is cohesive, committed to the success of the firm and providing the very best support and service to our clients. One of the purposes of our Annual Review is to provide its readers with insight into the breadth of activity within Watson, Farley & Williams. I would also like to add that this could not be achieved without the support and loyalty of our clients and for that we remain, as ever, grateful.

FRANK DUNNE CHAIRMAN

Watson, Farley & Williams Annual Review 2011

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MANAgINg PARTNER’s REVIEW

Managing Partner’s review I am pleased to report that 2011 resulted in another successful year for Watson, Farley & Williams on a number of fronts. We can be proud of the dedication and commitment of all of our partners and staff which underpin our success.

113

partners by the end of 2011

In our financial year to April 2011 we achieved fee income of £89 million, 11% above the previous year, and overall profitability also increased. This followed several years in succession in which the firm has expanded, experiencing growth of more than 50% in the last three years. This is testament to the strength of the firm’s brand, reputation and strategy. Our commitment to our core business sectors, and to offering consistency across our offices, is critical not only to the firm’s continued success but has also proved to be an engine for growth both in attracting new clients and business to the firm and in our ability to recruit further industry specialists bringing commercial acumen to our clients’ transactions and disputes.

(established in 1998) with the singapore firm Asia Practice LLP, through which we are now able to advise on questions of singapore law, off-limits to all but a few international firms.

“We also laid the foundations for opening a new office in Hong Kong, which opened in March 2012.” Other developments in Asia included the recruitment of a new and highly respected corporate team in Bangkok and we also laid the foundations for a new office in Hong Kong, which opened in March 2012 in association with Lau, Leong & Co. securing a presence in the North Asian market had become a strategic priority for us and we have exciting plans for further expansion in that region to complement our highly successful practices in south East Asia.

During 2011 our partnership expanded by 16 partners, taking it to a total of 113; at the end of December the fee earner headcount stood at 254, an increase of 13% during the year. WFW grew in size in each jurisdiction in which it has offices, and we now have almost 60% of our fee As is evident from this review of the year, our earners based in offices other than London. maritime practice remains pre-eminent, with WFW lawyers involved in many complex and One highlight of our year was the commencement high profile transactions in the shipping and of our full service capability in singapore offshore oil and gas sectors. This is perhaps through the approval of a joint law venture – most strikingly reflected by the leading industry Watson, Farley & Williams Asia Practice LLP. award by Lloyd’s List naming our Chairman, This is the combination of our singapore office Frank Dunne, as Maritime Lawyer of the Year 2011. This is an accolade of which everyone in the firm is rightly very proud.

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MANAgINg PARTNER’s REVIEW

60%

of our fee earners based in offices other than London

Our energy practice has gone from strength to strength, particularly in the European renewables sector where we have leading positions in the six key markets where we have offices. We have been active in a number of other areas including acting simultaneously on the two largest offshore wind development projects of the year. Our natural resources capability, with a strong focus on investment led transactions in the mining, oil and gas and soft commodities sectors, has benefited from robust market activity. During the year our aviation practice expanded with strategic recruitment in Paris and we have also relocated a specialist aviation partner to singapore to take advantage of opportunities in Asia.

“2011 proved to be exciting and successful for Watson, Farley & Williams, building on our achievements of previous years.”

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While the firm is best known – and highly distinctive – for its focused practices, it is important not to lose sight of the extensive and varied work which we do outside these core sectors. During 2011 we reorganised our teams internally to enable us better to manage the overall development of our business and to improve coordination across the firm of other areas of strategic importance, such as general finance, private equity, real estate and telecommunications, which fit coherently into our focused approach and present real opportunities for further development. 2011 proved to be exciting and successful for Watson, Farley & Williams, building on our achievements of previous years. While we are not complacent about the challenges which we face today, we enter our firm’s 31st year with the strength of recent performance to support us, together with a coherent strategy, strong market positions, a cohesive partnership and a loyal client base – all of which gives us confidence that our firm will continue to flourish.

MICHAEL gREVILLE MANAgINg PARTNER

Watson, Farley & Williams Annual Review 2011

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OFFICE OVERVIEW

Our international reach

NEW YORK Established over 20 years ago, our New York office has market-leading ship and asset finance teams. The expanding energy team complements our strong international practice.

LONDON Our first office opened in the City in 1982 and remains our headquarters with 344 staff. Provides clients from all of our sectors with a full range of services.

PARIs

MADRID

Moved to larger premises on the Champs-Elysées in 2011. The established corporate, finance and tax teams expanded with the addition of new finance lawyers and were rated “excellent” by Décideurs Juridiques.

Opened two years ago, the practice in spain’s capital city focuses on a broad spectrum of energy and project finance.

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OFFICE OVERVIEW

ROME

MILAN

The team of 16 lawyers is recognised for its expertise in corporate, project finance and shipping.

Moved to Piazza del Carmine to accommodate our growing finance and energy practice in Italy’s financial centre.

HAMBURg

MUNICH

Our second largest office with 70 staff was shortlisted as ‘Best Overseas Office’ at The Lawyer European Awards 2011.

shortlisted as ‘Law Firm of the Year for Private Equity’ at the JUVE Awards 2011.

ATHENs

PIRAEUs

Consistently ranked top tier by leading independent directories for energy, the team moved to larger premises in 2011.

Our Piraeus office was established over 25 years ago, and is a market leader in shipping work.

sINgAPORE

BANgKOK

HONg KONg

Established a Joint Law Venture with Asia Practice LLP which extends our capability to practise singaporean law. Consistently highly ranked in Chambers and Legal 500.

Celebrated its 10th anniversary. Once again voted Asian-MENA Counsel ‘In-House Community Firm of the Year’ for international arbitration; litigation & dispute resolution; and maritime & shipping.

Opened our latest office in Hong Kong, in association with Lau, Leong & Co., in March 2012.

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Watson, Farley & Williams Annual Review 2011

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MARITIME

Maritime Nigel Thomas Sector Head nthomas@wfw.com

LANDMARK US$1.33BN LNG FLEET ACQUISITION WFW London advised a joint venture, formed by its long-term client Teekay LNG Partners and Marubeni Corporation, on the corporate, financing and competition aspects of its successful bid to acquire A.P. Moller Maersk’s LNG transportation business for c. US$1.33 billion. The transaction, which included six LNG carriers, is Teekay LNG’s largest acquisition of on-the-water vessels to date. The acquisition was financed by a combination of equity and bank debt and involved the WFW teams in London, New York, Paris and Singapore working with local counsel in Denmark. LONDON, NEW YORK, PARIS, SINGAPORE

Chris Lowe Sector Head clowe@wfw.com

Overcapacity, reduced charter rates, increased bunker fuel costs and a shortage of bank liquidity have combined to create an extremely challenging environment for our clients. Perhaps inevitably, much of the focus of our work in the past year has been on restructuring and refinancing, and on enforcements. These are likely to be a continuing feature of the market in the year to come. Despite this uneasy environment, we also advised on a number of major financing deals and corporate transactions during 2011. Another key strength in the sector for us is offshore oil and gas – a market which has remained buoyant. Given our international reach and established presence in key jurisdictions for the sector, we are assisting owners and operators as well as banking clients as they look to develop their operations and portfolios respectively.

NORTH SEA ACQUISITION EXPANDS GLOBAL SHIPPING NETWORK IN TO EUROPE Working with our Hamburg and Rome offices, WFW London advised The CSL Group on a complex multi-jurisdictional business sale involving the acquisition of assets of the European belted self-unloader shipping and rock installation businesses of Kristian Jebsens Rederi. The operations, based in the North Sea and the Mediterranean, will enable Canada-based CSL to expand its global network into Europe. The transfer of assets was highly complex, involving interlocking legal, commercial and practical issues, as the assets were located in a number of European jurisdictions. WFW London also worked with local counsel in Norway and assisted with the establishment of a UK-headquartered CSL Europe division. LONDON, HAMBURG, ROME

US$925M SYNDICATED SHIPPING LOAN WFW Hamburg, supported by our London office, advised the agent (UniCredit) and a syndicate of 16 banks on the German and English law aspects of a syndicated ship-finance loan facility for Hapag-Lloyd that was coordinated by Citi, KfW IPEX and UniCredit and initially arranged by Citi, Deutsche Bank, HSBC, KfW IPEX and UniCredit. The US$925 million loan, which is K-Sure covered and saw Citi and KfW IPEX acting as ECA Coordinators and KfW IPEX as ECA Agent, will be utilised in the purchase of ten 13,100 TEU container ships, which will be built in Korea. WFW coordinated the required finance, shipping and tax expertise across our London and Hamburg offices. HAMBURG, LONDON

SWIFT US$1BN KOREAN REHABILITATION AND DEBT RESTRUCTURING In February 2011, Korea Line Corporation (KLC), the second largest ship operator in Korea which controls a large fleet of both tankers and dry cargo vessels, filed for court protection in Seoul. Rehabilitation proceedings had direct consequences for a number of lenders that had extended facilities to various single purpose companies of KLC and Korea Line (Singapore) Pte, a wholly owned subsidiary of KLC, which had either bareboat or time-chartered its vessels to KLC. WFW responded quickly to assist and advise eight different syndicates of banks and financial institutions to restructure debt totalling approximately US$1 billion and to ensure they were adequately protected. SINGAPORE

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MARITIME

Business on course

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OTHER DEALS US$479.5M LOAN FACILITY Advised a syndicate of banks with Bank of TokyoMitsubishi UFJ Ltd as agent, UniCredit Bank AG, Singapore Branch as security trustee and ABN Amro Bank N.V., Singapore Branch and Oversea-Chinese Banking Corporation Limited as bookrunners in relation to a US$479.5 million term facility to First Ship Lease Trust to refinance a fleet of 25 ships. This deal was awarded Marine Money’s Bank Debt Deal of the Year (East) 2011. SINGAPORE, MILAN COMPLEX FINANCING Advised Ship Finance International on the provision of junior equity into French tax leases and credit bail arrangements with the lessors for two container ships acquired from and time chartered back to CMA CGM. LONDON, PARIS CHANGE OF LABOUR REGULATIONS Advised the UK Chamber of Shipping on proposed new regulations under the Equality Act 2010 affecting the rates of pay for seafarers on British flagged vessels. This followed an earlier meeting at the Department of Transport to discuss the UK’s options. LONDON US$70M TANKER FINANCING Advised Intesa Sanpaolo banking group and MPS Capital Services on an Italian US$70 million loan to PB Norge AS towards the purchase of eight sea-river tankers for transporting oil products along the Volga and Don Rivers and the Caspian and Black Seas. ROME US$1.5BN LOAN SYNDICATION Advised on a US$1.5 billion 15-bank syndicated revolving credit facility led by Nordea in Oslo for BW Group and secured over a pool of 19 vessels registered in Norway, the Bahamas, Hong Kong and Singapore. LONDON PRIVATE EQUITY DISTRESSED PURCHASE Working to a stringent deadline set by the United States Bankruptcy Court, we advised Alterna Capital Partners LLC, a private equity firm, on the establishment of a joint venture with Mid Ocean Marine LLC to purchase a partially built 49,000 DWT products tanker from the bankruptcy estate of AHL Shipping Company. The deal demonstrates private equity funds’ renewed appetite for acquiring, owning and managing distressed shipping assets. NEW YORK

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ENERgY

Energy Evan Stergoulis Sector Head estergoulis@wfw.com

We have been involved in some of the sector’s most noteworthy deals in 2011 with a strong focus on renewables. Given a background of constrained bank lending and an absence of debt capital markets, this has been a significant achievement for both WFW and our clients. Despite market uncertainty, continued political commitment from some European governments, particularly the UK and Germany, has buoyed the energy market in Europe. However, with fewer M&A transactions taking place and reduced availability of project finance, clients have increasingly looked to WFW as they seek innovative methods to unlock capital, particularly institutional debt and equity. Recognition of our agility and depth of knowledge in complex, cutting-edge transactions has resulted in us acting on the year’s biggest deals. Investor and finance activity looks likely to develop more significantly beyond Europe, particularly in offshore wind. In response, we expanded our New York and Paris offices’ energy teams in 2011 to meet growing client demand.

MILESTONE S1.2BN DEAL FOR GERMAN OFFSHORE WIND ENERGY We advised the lenders on the debt financing for WindMW gmbH’s Meerwind project, one of germany’s most significant offshore wind energy deals. Led by WFW Hamburg, our multi-office team worked closely to advise KfW IPEX-Bank gmbH, Dexia, Commerzbank, santander, Lloyds Banking group, siemens Bank, and Bank of Tokyo-Mitsubishi as well as KfW and Danish export agency EKF on the S1.2 billion investment. This 288MW, 80 turbine wind farm was the first to benefit from the KfW special offshore wind energy programme. The project won European Offshore Wind Deal of the Year 2011 at the Project Finance Magazine Awards. HAMBURg, PARIs, LONDON

LARGEST GERMAN SOLAR FARM FINANCING WFW advised HsH Nordbank on its S150 million financing of the largest solar farm in germany to date: the 1,500-hectare, 72MW solar farm in the schipkau township in Brandenburg. WFW advised on the corporate and project financing elements of the deal, which also involved the onward sale of the solar farm to long-term investors. HAMBURg

AWARD-WINNING S1BN NORTH SEA OFFSHORE WIND PROJECT WFW’s Hamburg and London offices advised the initial mandated lead arrangers Norddeutsche Landesbank girozentrale, KfW IPEX-Bank gmbH, Dexia Crédit Local and société générale on the S1 billion debt financing for the offshore wind project global Tech I, which will comprise 80 wind energy turbines with capacity of 400MW to supply 445,000 households. This project was awarded European Wind Deal of the Year 2011 at the Project Finance International Awards and Deal of the Year – Renewables 2011 at the Infrastructure Journal Awards. HAMBURg, LONDON

simultaneously advising the lenders in two of germany’s largest-ever wind energy projects to date, global Tech I and Meerwind, demonstrated WFW’s ability to provide sectorspecific practical advice across the multiple legal disciplines required for renewable energy deals of this scale and complexity. COMPLEX £200M UK OFFSHORE WIND FARM SALE WFW advised long-standing client DONg Energy on the sale of a 49.9% stake in the gunfleet sands offshore wind farm to Japan’s Marubeni Corporation for £200 million. The 172MW farm off the coast of Essex will provide power to 125,000 British households, and marks the completion of the installation of over 1gW of the UK’s offshore wind power. The wind farm assets were sold as part of the general tender process initiated by the UK regulator, Ofgem, in a deal on which WFW also advised. LONDON

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ENERgY

Powering client demand

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OTHER DEALS ITALIAN SOLAR PARKS ACQUISITION FOR CLOSED-END FUND Advised on the acquisition of five solar parks with a total capacity of 10.4MW in Italy by White Owl Capital, a leading issuing house for renewable energy funds in Germany, from Gehrlicher Solar Italia. HAMBURG, MILAN S51.4M SPANISH WIND FARM ACQUISITION Advised the Danish renewable energy group Greentech Energy Systems on the S51.4 million acquisition and project finance for a 30MW wind farm acquired from Gamesa in Tarragona, Spain. MADRID GREECE PV PLANTS FINANCING Advised Emporiki Bank of Greece on the complex S12 million project financing of 35 small operating photovoltaic facilities throughout Greece owned by the Origis Energy group. ATHENS CROSS-BORDER ACQUISITION Advised on the first cross-border acquisition of 70MW operating wind farms in France by IWB Industrielle Werke Basel. PARIS IMPAX ASSET MANAGEMENT GROUP PLC Advised Impax Asset Management, a UK private equity fund, on the acquisition of a 10MW solar park portfolio in southern Italy, related acquisition and project financing arrangements, including full legal due diligence, drafting and negotiating all financing documentation. MILAN

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TRANsPORT

Transport Rex Rosales Sector Head rrosales@wfw.com

2011 made a promising start in terms of bank finance activity, with the transport sector bolstered by numerous aircraft deliveries and lessor portfolio deals. However, bank lending reduced towards the end of the year and alternative finance providers are moving into the market to fill the gap. The economic troubles have resulted in continued reliance on Export Credit Agency-supported transactions and the dollar-funding squeeze has allowed regional US banks to enter the market. It is widely acknowledged that the capital markets will need to be tapped, lest there be a funding gap, and it is thought that manufacturers may need to provide support for their products in order to share some financing risks with lenders. Our transport team’s international expansion continued this year, particularly in France and Singapore, further strengthening our aviation and rail experience. This has helped us to work with banks to develop new products to sell in to the market. Our expertise in KG financing structures in Germany, for example, originally developed for shipping and real estate work, has enabled us to assist our clients in implementing such structures in the aviation sector. Our flexibility and the commercial nature of our approach have helped clients to adapt to change in the market.

INNOVATIVE SALE AND LEASEBACK OF WORLD’S LARGEST PASSENGER AIRCRAFT A cross-border WFW team, from our London, Hamburg and singapore offices, advised singapore Airlines on the sale and leaseback of an Airbus A380, the world’s largest passenger aircraft. Hamburg-based Lloyd Fonds, a closed-end fund, financed the purchase with a Us$74 million bridge loan and Us$111 million senior debt from three banks. The Kg fund will lease the aircraft to singapore Airlines for 10 years, with options to extend. LONDON, HAMBURg, sINgAPORE

MULTI-JURISDICTIONAL US$65M AIRCRAFT FINANCING In a multi-jurisdictional, export credit-backed structure, WFW advised the EgCD (UK), Coface (France) (re-insured by Euler Hermes of germany) and sumitomo Mitsui Banking Corporation Europe on a Us$65 million financing for RBs Aerospace. The proceeds of the loan were used to refinance the purchase of two Airbus A320 aircraft, which RBs Aerospace then leased to Indigo Airlines of India pursuant to operating leases. The transaction involved a number of jurisdictions, including India, Ireland, sri Lanka, France and the UK. WFW Paris also advised on the French law aspects relating to the delivery of one of the aircraft in Toulouse, France. PARIs, LONDON, HAMBURg

MULTI-FACETED ADVICE IN THAILAND Underscoring our aviation law expertise in Asia, WFW Thailand provided contract, insurance and regulatory advice to MJETs, Thailand’s leading business jet operator. Our international and local law advice included reviewing and drafting new contract documents (covering aircraft management, maintenance, parking, ground handling and other aspects) and aviation insurance and regulatory expertise, as well as on the acquisition of new aircraft. MJETs is expanding the number of executive jet and aircraft services it operates. BANgKOK

SUCCESSFUL US$18M REFINANCING FOR ICELANDAIR In a successful refinancing in a testing economic environment, WFW advised Deutsche Bank, London Branch on a loan of up to Us$18 million to Icelandair to refinance two Boeing B757-200 aircraft. The loan repayments are calculated by reference to a Deutsche Bank-managed index, rather than a traditional LIBOR-linked interest structure. LONDON

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TRANsPORT

Blue sky thinking

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OTHER DEALS SYNDICATED AIRCRAFT FINANCING Advised four banks, led by BNP Paribas, on a Japanese operating lease with call option (Jolco) for one Boeing 777-300ER for Air New Zealand. SINGAPORE, LONDON KAZAKH AIRCRAFT LEASING Advised Air Astana JSC of Kazakhstan in connection with the leasing and delivery of two new Embraer ERJ190-100LE aircraft from US lessor Air Lease Corporation. LONDON INTERNET SALES ADVICE Advised Bangkok Airways on potential claims arising from internet ticket sales, and compliance with EU and French law on internet ticket sales to consumers. BANGKOK, PARIS AIRCRAFT SALE AND LEASEBACK Acted for Banc of America Leasing & Capital in the leasing of one Cessna 2011 CJ2+ aircraft (to operate in Western Europe) and one Cessna Sovereign aircraft (to operate in Asia Pacific). LONDON US$28M AIRCRAFT FINANCING Advised CrĂŠdit Agricole CIB on its financing of up to US$28 million to CSA-Czech Airlines of one A319 aircraft by way of finance lease. LONDON, HAMBURG THAI COMPETITION LAW ADVICE Advised a leading Thai airline in relation to Thai competition law compliance issues arising out of a proposed code share with a major international airline. BANGKOK

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NATURAL REsOURCEs

Natural Resources Jan Mellmann Sector Head jmellmann@wfw.com

With debt finance less readily available, the ability of many investors and operators in the natural resources sector to raise capital for new projects has obviously been impaired. Alternative sources and methods of finance, particularly private capital and hybrid debt and equity financings, often combined with product offtake arrangements, have become increasingly popular. In 2011, WFW’s natural resources team continued to advise on a steady stream of oil and gas, mining and metals and soft commodities work, providing pragmatic corporate finance and M&A expertise alongside high quality structured finance, trading and dispute resolution advice, for a diverse international client base. In the year ahead, continued growth in China and South East Asia, combined with our experience and office presence in the region, is anticipated to lead to significant new developments in the market as well as for WFW.

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SALE OF GLOBAL COMMODITIES TRADING COMPANY WFW London advised long-standing client MRI Trading Ag, a leading switzerland-based commodities trading company, on its sale of just under three-quarters of its shares to CWT, a logistics company traded on the singapore stock Exchange. The sale involved the acquisition of a commodities trading house by a logistics provider, reversing the trend for acquisitions by trading houses of warehousing providers. In addition to the client’s requirement that the sale was concluded quickly, the transaction involved complexities associated with the retention of a minority shareholding and the hiving-off of MRI’s non-trading commodities assets. LONDON

MULTINATIONAL ACQUISITION EXPANDS RUBBER TRADING BUSINESS In a transaction coordinated across several jurisdictions and time zones, WFW’s offices in singapore, New York and London assisted singapore-based RCMA Commodities Asia to acquire the UK- and Us-based rubber trading businesses of N.V. Deli Maatschappij. This was an acquisition of strategic significance for RCMA Commodities Asia as the group looks to expand its rubber trading capacity across Europe and the Americas. sINgAPORE, NEW YORK, LONDON

COMPLEX US$276M SYNDICATED FINANCING WFW singapore advised DBs Bank Ltd and standard Chartered Bank as mandated lead arrangers and bookrunners on a Us$276 million syndicated financing to two members of the multinational commodities trading group ECOM, for which five other members of the ECOM group provided guarantees. WFW successfully documented and closed the facility, which was heavily oversubscribed by the 16 member banks, across seven different jurisdictions on three continents. sINgAPORE

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NATURAL REsOURCEs

Investment yields results

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OTHER DEALS AUSTRALIA-GREECE MINING SALE Advised on all Greek law aspects of the acquisition by Glory Resources of Thrace Minerals, which holds a high-grade gold mining lease in Sapes, northern Greece, and related A$42.5 million fundraising by Glory Resources on the Australian Stock Exchange. ATHENS, LONDON COLOMBIA GOLD MINE Advised US company Universal Gold Mining Corp. and its Cayman subsidiary on the sale of its entire interest in the Toldafria gold mining project, in central Colombia, to Rio Novo Gold. LONDON, NEW YORK FAST-TRACK ADMISSION TO AIM Cementing our reputation as a leading adviser to AIM-listed natural resources companies, we advised Wildhorse Energy, an emerging alternative energy company, on its fast-track admission to the London AIM market. Wildhorse is looking to develop underground coal gasification projects in Central Europe. LONDON M&A ACTIVITY IN OIL AND GAS Advised on many M&A transactions in the oil and gas sector including acting for Lochard Energy Group on its disposal of North Sea licences to Petroleum Geo Services; the seller of a 5% interest in Arar Petrol ve Gas, Turkey’s second largest oil and gas acreage holder, to Niche Group for £8 million; and Global Petroleum on its acquisition of Jupiter Petroleum. LONDON MINING FUNDRAISINGS ROUNDUP Advised on a variety of fundraisings in the mining sector including: Norseman Gold’s £12 million fundraising; Mariana Resources on a 19.9% strategic equity investment by AngloGold Ashanti; and Silver Lake Resources, on US, UK and international aspects of its international placement to raise a total of A$70 million. LONDON, NEW YORK, SINGAPORE

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REAL EsTATE

Real Estate Mark Prevezer Sector Head mprevezer@wfw.com

Regulation, austerity, the sovereign debt crisis and the difficulty in obtaining finance have all combined to make the real estate market a challenging environment in which to operate. Despite this, clients are thinking long term and investing in prime property in cities where the assets are most likely to achieve capital appreciation and rental yield is regarded as less important in the short term. WFW’s cross-border real estate expertise has proved attractive to investors who appreciate the advantages brought by a coordinated service with its own international infrastructure. The transactions carried out by WFW’s real estate practice have also increased, partly as a result of the rise in the number of the firm’s high-profile deals in the renewables sector (both wind and solar) where the team has had a significant role to play. The team has also been boosted this year by the arrival of specialist partners from other well-known practices. With high levels of coordination between our offices in Asia, Europe, and the US, the real estate group is well positioned to advise its diverse client base as they assess international investment opportunities.

LEASE ARRANGEMENTS FOR FTSE TOP 10 COMPANY We acted for a FTsE Top 10 multinational company in taking a prestigious building including complex lease arrangements, building agreements and tax. The matter was completed swiftly with a number of partners across the London Real Estate team ensuring that a tight deadline was met. LONDON

LEGAL FIRST FOR THAILAND Our Bangkok team acted for Indelor on the sale of its manufacturing premises in an IEAT duty-free zone in Ayuthaya, Thailand. This deal was a legal first for Thailand as it represented the first time a business located in a customs-free zone in an industrial estate had been transferred as a going concern on an asset basis rather than transferring shares in the operating company. BANgKOK

SPECIAL PURPOSE COMPANIES FOR STUDENT ACCOMMODATION Our Hamburg office advised FHH Immobilien 12 – studieren und Wohnen gmbH & Co. Kg on its acquisition of majority interests in two special purpose companies of gBI Ag gesellschaft für Beteiligungen und Immobilienentwicklungen. The companies are building student houses in Hamburg and Frankfurt to be let under the ‘sMARTments’ brand by a non-profit foundation as lessor. HAMBURg

SINGAPOREAN GROUP ACQUISITION OF A CENTRAL LONDON HOTEL We acted for singaporean group (Frasers) on the purchase of a 106-room apartment-hotel property in Kensington, London. The deal was completed in several different currencies and involved multiple jurisdictions: singapore, Jersey, Ireland, The Netherlands and the UK. LONDON, sINgAPORE

TRUMP ORGANIZATION’S MIAMI GOLF RESORT PURCHASE We represented the Trump Organization on its Us$150 million purchase of Miami’s Doral golf Resort & spa from Paulson & Co and Winthrop Realty Trust in a bankruptcy sale. NEW YORK

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REAL EsTATE

Securing prime assets

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OTHER DEALS UK AND AFRICA HOTEL INTERESTS We acted for the Albwardy Group, the Middle Eastern owners of three hotels in Tanzania, in connection with a change in operators. In the case of The Kilimanjaro Dar es Salaam, the change was from Kempinski to Hyatt. LONDON GLOBAL CONSULTING HQ LEASE We advised the London branch of a US-based global consulting firm on acquiring the lease for its UK headquarters. LONDON LEASE REGEARING We advised a major UK insurance company on the regearing of its existing leaseholder interest in the City of London. Various incentives offered by the landlord were structured to survive any landlord insolvency. LONDON

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OTHER HIGHLIGHTS

Other highlights PRIVATE EQUITY As a leading firm for mid-market private equity, we provide thorough and comprehensive legal and tax services to private equity and venture capital funds, high leverage corporates and management on a wide variety of transactions – from conception to exit. COMPLEX EUROPEAN S164M PRIVATE EQUITY SALE We advised private equity company Equita on its S164 million sale of the Stromag Group, a European provider of mechanical drive systems. This deal involved a listed UK corporation acting as buyer, and a series of complex environmental issues in France, for which a separate indemnity agreement was concluded under French law. MUNICH

INTERNATIONAL PRIVATE EQUITY E-LOGISTICS INVESTMENT We advised The Riverside Company, a global private equity firm, on its investment in TRANSPOREON, a Germany-headquartered multinational e-logistics solutions provider. Our Munich and Hamburg offices provided tax, corporate, finance and employment advice. MUNICH, HAMBURG

LARGEST ACQUISITION IN THE GERMAN ADVERTISING INDUSTRY We advised the management shareholders of Commarco, a Germany-based marketing company, in connection with the sale of Commarco GmbH to WPP, the world’s largest communications services group, and the execution of rights under a management participation scheme. Independent mid-market European private equity firm Cognetas LLP and Commarco’s management team agreed to its acquisition by WPP. The deal was reportedly the largest acquisition in the German advertising industry. MUNICH, HAMBURG

COMPLEX SALE AND REORGANISATION OF TRAVEL INSURANCE SPECIALIST We assisted ERV in the sale and reorganisation of activities in the travel insurance business owned by French subsidiaries. ERV is a member of the ERGO Insurance Group and belongs to Munich Re, one of the world’s leading risk carriers. WFW Paris worked with executive heads of ERV and with Munich Re’s M&A Department throughout the transaction. PARIS

ICT WFW has a sophisticated ICT practice which combines our expertise in networks, technology, media and regulatory matters. We are particularly experienced in highly regulated network industries such as energy, communications and transport. CABLE & WIRELESS COMMUNICATIONS We advised Cable & Wireless Communications on competition and regulation issues in a number of jurisdictions where it operates worldwide. This included challenging regulatory decisions to impose significant market power (SMP) remedies on Cable & Wireless Communications and government measures that could affect its rights to provide telecommunications services in some jurisdictions.

IP AND IT ADVICE FOR SHIPPING INDUSTRY SOFTWARE PROVIDER We advised Chinsay AB, a software service provider for the shipping industry, on software terms and conditions, broker (user) incentive schemes, and assistance on customer contracts. This capitalised on our capabilities in specialist IP and IT with maritime sector knowledge, and experience of multi-jurisdictional operations and issues. Chinsay’s growth reflects the general move to LONDON SaaS (software as a service) computing, and our timely and commerciallysensitive advice allowed it to address its MARGIN SQUEEZE INVESTIGATION users’ legal concerns while maintaining We advised the Telecommunications good relations with its customer base. Regulatory Authority (TRA) of Bahrain in responding to complaints that two LONDON mobile operators were pricing international call services below wholesale prices. We advised the TRA NEXT-GENERATION WIRELESS on its investigation into whether the INTERNET LICENCES FOR LEADING operators were infringing competition FRENCH MEDIA COMPANY rules by engaging in margin squeeze, We advised the French media group and on the appropriate level of fines. Bolloré on its obtaining of 13 WiMax licences, including advice on regulatory LONDON requirements imposed by the French Telecommunications Regulator (ARCEP). WiMax is a system for delivering high-speed internet to large geographical areas, and part of the “fourth generation” of wireless technology. Bolloré is listed on the Paris Stock Exchange and is one of the 500 largest companies in the world. PARIS

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TRANSFER OF SATELLITE CONSTELLATION TO FRENCH JURISDICTION WFW advised satellite operator Globalstar on the transfer of its satellite constellation from US jurisdiction to French jurisdiction. Globalstar is the world’s largest provider of mobile satellite voice and data services, and this constellation was one of the first operations authorised under the recently enacted French Space Act. PARIS

DISPUTE RESOLUTION Our dispute resolution practice is international and handles large-scale, complex commercial and financial litigation for a full range of clients operating in all of our sectors. US$17M FORWARD FREIGHT AGREEMENT DISPUTE VICTORY FOR BRITANNIA BULK We achieved a significant victory for Britannia Bulk (in liquidation) in the English Commercial Court in April 2011, against Bulk Trading S.A. Part one of the trial of the US$17 million case related to the correct calculation of the amount owed following the early termination of forward freight agreements (FFAs). Bulk Trading had contended that it had not made any “gain” as a result and therefore was not required to pay Britannia Bulk under the FFA. Mr Justice Flaux strongly rejected this argument, and the Court of Appeal subsequently upheld that judgment.

OTHER highlightS

UNANIMOUS WIN FOR GLOBAL PROCESS SYSTEMS We represented Global Process Systems Inc in the Supreme Court over a claim against its marine insurers, Syarikat Takaful Malaysia Berhad, for replacing three legs of a jack-up drilling rig, which had broken off and fallen into the sea when travelling around the Cape of Good Hope. The Supreme Court overturned a Commercial Court ruling, agreeing with the Court of Appeal that the cause of the loss of the legs was not inherent vice – which was excluded from cover under the relevant insurance policy – but perils of the sea. This was a tremendous result for Global Process Systems as five English judges of the Supreme Court unanimously ruled in its favour.

WFW represented a bank syndicate led by Crédit Agricole, lenders to Marco Polo Seatrade which filed in New York for bankruptcy protection. We also represented junior secured creditors NIBC Bank and Bank of Tokyo-Mitsubishi UFJ against Greece-based Omega Navigation, which filed in Houston.

MULTIPLE DISPUTES IN THAILAND This year our dispute resolution team in Bangkok has handled a broad range of complex cases. We advised a major global reinsurer on liability exposure to the floods that hit Thailand at the end of 2011 – the worst to affect the country in 50 years, causing widespread damage and substantial insurance claims. We represented a premier Thai multinational energy public company on a multibillion-baht dispute arising from a gas pipeline leak which led to the use of higher priced bunker oil and imported LNG. Following a collision of two ships, one of which sank at Kerry Siam Seaport in Thailand, we acted for J. Shipping and the vessel’s P&I club. We represented the P&I club in dealing with the port authorities, negotiated the sale of the wreck, assisted in the salvage and pollution prevention and clean-up operations, defended the claim brought by the port owner, and advised on the liability of the vessel’s insurers.

Creditors alleged that the shipowners had not satisfied threshold jurisdiction requirements for a US filing. The court held that they had met the criteria. Both cases are ongoing.

These instructions involved complex liability issues which drew upon our dispute resolution and Thai law expertise, as well as our understanding of and experience in the maritime sector.

NEW YORK, LONDON, HAMBURG

BANGKOK

SINGAPORE, LONDON

SHIPOWNERS FILE FOR CHAPTER 11 BANKRUPTCY One result of the economic downturn is a rise in US Chapter 11 bankruptcy filings amongst shipowners as it is seen as an efficient way to address their unique capital structure needs.

LONDON BRINGING DIGITAL COMMUNICATION TO RURAL AREAS We advised ETDE, a division of Bouygues Construction, on the transfer of interests held in project companies engaged in electronic communications, including advice on important competition issues. Together with its subsidiary Axione, ETDE develops digital network projects including financing, production, operation, marketing and maintenance, and provides coverage in some of France’s most rural areas.

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PARIS

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YEAR IN REVIEW

Year in review JANUARY

FEBRUARY

MARCH

— WFW Singapore held a client reception to celebrate the opening of its new premises.

— Over 160 clients attended the WFW New York client reception.

— Lucien Rapp, in WFW’s Paris office and professor of law at the University of Toulouse, was made a Chevalier de la Légion d’Honneur by President Nicolas Sarkozy in his New Year’s Honours List.

— WFW was highly commended, for the second consecutive year, in the Law Firm of the Year category at the Legal Business Awards. Judges cited the firm’s international growth and “impressive revenue growth”.

— The third annual clean tech networking event in London attracted over 100 clean tech companies, project developers, venture capitalists and other providers and arrangers of funding.

— WFW London litigation partner Olga Baglay was cited in The Lawyer Hot 100 2011.

— WFW was listed as one of Asia’s Fastest Growing Law Firms for the second year in a row in ALB’s (Asian Legal Business) Fast 30.

— WFW London’s Aviation team won InterContinental Finance Magazine’s Legal Excellence Awards for Aviation in the UK. Our Bangkok office won Law Firm of the Year for Shipping and Maritime in Thailand. — WFW Munich held its second Private Equity Breakfast for private equity investors interested in the German market. — WFW Singapore and New York hosted a breakfast seminar on bank and IPO financing at Singapore’s Raffles Hotel.

JULY

AUGUST

SEPTEMBER

— WFW’s Hamburg office was shortlisted in The Lawyer European Awards 2011, in the Best Overseas Office category.

— WFW ranked 1st for the number of Oil & Gas Clients in the Hemscott (now Morningstar) AIM Advisers Rankings Guide.

— WFW was ranked among the top 40 law firms by Legal Business, Legal Week and The Lawyer.

— WFW Milan moved to new premises in Piazza del Carmine.

— WFW Germany was shortlisted for Law Firm of the Year for Private Equity at the JUVE Awards 2011.

— WFW London hosted a networking event for the Next Generation Network (NGN), in the hotel sector.

— TV chef Alfons Schuhbeck was the guest speaker at WFW Munich’s first rooftop summer party, attended by 145 clients.

— WFW Hamburg hosted its 12th annual Trends in Ship Finance seminar in the city. The seminar attracted 120 guests. — Head of WFW Greece George Paleokrassas appeared as a panellist at the EEDE (Hellenic Institute of Financial Management) shipping conference held in Athens. — WFW London’s Corporate group held a private view of work by 2012 Fine Art graduates from Central Saint Martin’s School of Art. The event was attended by nearly 100 guests.

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YEAR IN REVIEW

APRIL

MAY

JUNE

— WFW Bangkok began celebrations for its 10th anniversary with a traditional Buddhist Blessing Ceremony. Over 120 guests attended a reception, including the British Ambassador to Thailand, HMA Asif Anwar Ahmad and Bradley Jones, Director of UK Trade & Investment at the British Embassy.

— WFW won 10 Corporate INTL Legal Awards.

— WFW London hosted a Renewables reception and “speed networking” event with over 180 clients. Similar events were held later in the year in Athens and Hamburg.

— WFW Rome partner Furio Samela was a guest lecturer at the University of Genoa’s shipbuilding conference — Nearly 100 guests attended the Madrid office’s rooftop client reception. — WFW hosted a series of seminars on the European Union Emissions Trading Scheme (EU ETS) in Hamburg, Singapore, Paris and Dublin.

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— WFW Bangkok partners Steven Burkill, Ratthakarn Boonnua and Alan Polivnick spoke on arbitration at the Bangkok In-House Congress 2011.

— WFW Athens and Piraeus hosted an Energy and Finance Networking Reception.

OCTOBER

NOVEMBER

DECEMBER

— WFW was named top legal advisor in the Asset Finance tables in Bloomberg’s quarterly New Energy Finance league tables. With a total disclosed deal value of over $3.3bn, the firm was rated as having a 24% market share.

— WFW London hosted a private property roundtable discussion on behalf of UK Israel Business, led by Ian Marcus, Chairman of European Real Estate Investment Banking at Credit Suisse.

— WFW sponsored the Singapore Community of Regional Aviation Professionals Society (SCRAPS) event.

— WFW established a joint law venture, Watson, Farley & Williams Asia Practice LLP, enabling the firm to practise Singapore law.

— Lloyd’s List chose WFW to chair its 24th annual International Ship Finance & Investment Conference in London.

— WFW London hosted a two-day Geological Framework for the Business of Mining and Exploration conference. London partners Jan Mellmann and Andrew Savage gave a talk on issues concerning resource nationalism.

— WFW Paris celebrated its move to larger premises at 26 avenue des Champs-Elysées with a party for 120 guests from the finance and energy sectors.

— WFW Athens partner Virginia Murray hosted a panel discussion on biomass and biogas at KPMG’s Recession-Proof Energy Investments event in Athens.

— WFW Paris retained its ‘Excellent’ ranking for Private Equity in France in the 2011 Leaders League table, published by Décideurs Juridiques. — WFW London’s Annual Employment Seminar included topics such as ‘Social Networking’ and ‘Recent and Future Developments in Employment Law’.

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OUR PEOPLE

Building on talent A rich talent pool Meeting client needs in multiple sectors across three continents requires a diverse talent pool, which we develop by recruiting and retaining the brightest and best staff from all over the world. Our trainee intake remains strong, with 39 trainees worldwide. During the year we recruited 11 new partners and promoted five lawyers to partner, bringing the total to 113 by the end of December. Our people work together internationally day in, day out, bringing sector knowledge, legal excellence and a down-to-earth commercial approach for the benefit of our clients. Our outstanding service is consistently recognised by independent directories and clients as a key differentiator. This year, WFW ranked fourth out of 66 law firms, and second among City firms, surveyed by leading legal journal Legal Week in its Employee Satisfaction Survey. Survey participants ranked the firm highly for quality of work, international opportunities, profitability and strategic direction. Training Our training and development programmes help nurture our talent. Legal and non-legal, training at WFW is central to maintaining our high standards. Our London office has a thriving legal skills programme which has been expanded during the course of the year. In September 2011, we launched the London Associates Business Skills Programme. Its focus is primarily on skills in communication, prioritisation, coaching, and networking.

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Complementing this was November 2011’s London launch of a competency framework for associates called the Professional Skills Framework. This sets out the skills required in legal skills, business focus, managing self and others as well as professional conduct. Our worldwide appraisal process is geared to professional and personal development, providing an opportunity for all staff to take stock and think about how they want their careers to grow. New changes to the legal industry’s regulatory regime allowed us to run updated Code of Conduct training in our London office, as well as refresher courses on anti-money laundering and the Bribery Act 2010, in which all WFW offices took part. Graduate recruitment Our graduate recruitment programme is thriving as we invest in the future of the firm. Our UK trainees are offered six different stages (or ‘seats’) over the course of their two-year training contract, one of which is international. In Spain last year, we participated in two job fairs in Instituto de Empresa and ICADE. In Germany we work with Bucerius Law School and brought at least two of its students to the London office for a period of four weeks. In Bangkok, our Summer Internship Programme (which has run for several years) allows thirdand fourth-year law students to train with us for two months. In London we offered three vacation schemes (Easter, June and July) with 19 attendees in total.

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OUR PEOPLE

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16 new partners in 2011 Andrew Baird London

Sebastian Baum Hamburg

Romain Girtanner Paris

Nikolaus Krienke Munich

Grace Kurdian New York

Leon Low singapore

Andrew Nimmo singapore

Luca Pardi Rome

Simon Petch singapore

Gareth Phillips London

Verena Scheibe Hamburg

Luis Soto Madrid

Mark Tan singapore

Charles Viggers Paris

Eric Villateau Paris

Samantha Yardley London

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CORPORATE RESPONSIBILITY

WFW in action Environmental action As a leading law firm in the renewables sector, Watson, Farley & Williams is keenly aware of the responsibilities we share towards the environment and communities we are part of. Each of WFW’s offices participates in ongoing initiatives that focus on reducing energy and meeting recycling targets. As in previous years, we offset half the firm’s carbon emissions (1,085 tonnes) by participating in the African Energy Efficient Stoves project with co2balance.com – providing villages in Kenya with stoves. Community support In 2011, WFW chose to sponsor International Lawyers for Africa (ILFA), a pro bono/CSR initiative supported by leading international law

firms based in London. ILFA provides African lawyers with high quality work experience and training in international and commercial law and key legal practice skills. Our London office hosted two lawyers from Kenya and Uganda, helping them to expand their knowledge through a three-month secondment with our Corporate and Project, Commodities and Export Finance groups. Charitable giving Many staff members take part in fundraising activities in their own time and are encouraged to choose causes of personal or local importance. The firm in turn contributes generously to these and charitable activities of our clients. We also make time to support and sponsor pro bono activities.

In 2011 > We raised nearly £3,000 in a festive raffle in London in December, which was split across five charities: Shelter, Oxfam, Make-A-Wish Foundation, Age UK and Mercy Ships. > We made a considerable donation to the Hamburg-based Elbstation project, which empowers disadvantaged young people by working on media projects. > We sourced gifts from an Indian NGO that helps over 3,000 children. > We donated boxes of food and personal items to the London Street FoodBank to help the homeless and those with low incomes.

> Members of our Madrid office participated in a 6.5km run to raise money for a cancer charity. > We formed a team to ride on bikes from London to Brighton and raised £2,000 for the British Heart Foundation. > We took part in a wine-tasting event in Singapore which raised over S$2,000 for i-India, a charity supporting Indian street children. > We donated plastic bottle tops to the French charity Les Bouchons d’Amour. These are sold for recycling and funds raised help purchase equipment for the disabled.

> An associate from our London office ran a marathon and raised nearly £1,000 for a charity supporting > In aid of the Sailor’s Society, our London office held male victims of sexual abuse. a dress-down day which raised £1,100. Our Singapore office helped a client team to climb Asia’s highest peak, > WFW Bangkok raised over £1,300 from running a Mount Kinabalu in Borneo, which raised an additional second-hand book stall, with all proceeds going to £6,500 for the charity. flood relief charities and agencies throughout Thailand. > A team from our Bangkok office donated 100 packs > In December 2011, we sent out a festive e-card and of drinking water for flood victims, contributed to in lieu of printing and postage we made a significant the Red Cross Flood Relief programme, and helped donation to UNICEF. prepare flood survival kits for people in need.

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CORPORATE RESPONSIBILITY

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£2,000

Raised for the British Heart Foundation

£7,600 Raised for the Sailor’s Society

S$2,000

Raised in Singapore for Indian street children

£1,300

Raised for flood relief charities in Thailand

£3,000

Raised from a festive raffle in London in December with proceeds split between five charities including Shelter and Oxfam

Watson, Farley & Williams Annual Review 2011

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our offices

Our offices London

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Watson, Farley & Williams LLP 15 Appold Street London EC2A 2HB

Watson, Farley & Williams LLP Am Kaiserkai 69 20457 Hamburg

Tel: +44 20 7814 8000

Tel: +49 40 80 80 344 0

Watson, Farley & Williams (Madrid) LLP Maria de Molina, 4 28006 Madrid

Watson, Farley & Williams Asia Practice LLP 6 Battery Road #28-00 Singapore 049909

Tel: +34 91 515 6300

Tel: +65 6532 5335

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Watson, Farley & Williams (New York) LLP 1133 Avenue of the Americas New York, NY 10036

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Watson, Farley & Williams (Thailand) Limited Unit 902, 9th Floor GPF Witthayu Tower B 93/1 Wireless Road Patumwan, Bangkok 10330

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Tel: +66 2 665 7800

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Tel: +39 02 721 70 71

Tel: +30 210 455 7300

Watson, Farley & Williams LLP in association with Lau, Leong & Co. Units 1703-1707 One Pacific Place 88 Queensway, Hong Kong

Tel: +33 1 56 88 21 21

Tel: +852 2168 6700

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All references to ‘Watson, Farley & Williams’, ‘WFW’ and ‘the firm’ in this annual review mean Watson, Farley & Williams LLP and/or its affiliated undertakings. Any reference to a ‘partner’ means a member of Watson, Farley & Williams LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification. This publication constitutes attorney advertising. © Watson, Farley & Williams 2012 Designed and produced by Philosophy. www.philosophydesign.com Printed by Principal Colour

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WFW Annual Review 2011