Email: euan.pirie@harpermacleod.co.uk

Euan PiriePartner Tel: 0131 247 2505

An introduction to Harper Macleod LLP

www.harpermacleod.co.uk

Harper Macleod is a dynamic law firm, which has grown to become the 5th largest in Scotland. We have a complement 61 Partners, and a total headcount of 315, with offices in Glasgow, Edinburgh and Inverness. We are a Scottish domiciled firm, principally focused on serving our clients both in the Scottish market and throughout the UK. Through our network of trusted contacts we also assist with and manage matters throughout the world. Our legacy as Legal Advisers to the Glasgow 2014 Commonwealth Games is testament to our strengths.

On winning Law Firm of the Year 2014, we were described as “a strong and impressive organisation … busy, confident and highly successful in the implementation of their key strategic plan, delivering an impressive set of results that counters the prevailing trend in many other Scottish legal firms.”

We have highly skilled lawyers who possess an in-depth understanding and proven track record in major infrastructure and projects matters.

We pride ourselves on our client focused approach. We are friendly and approachable with a can-do attitude that means you get the right people who go out of their way to help and who you’ll enjoy doing business with. We are delighted to have the opportunity to provide you with an overview of our relevant expertise and track record in major infrastructure and projects. Our team is a market leader in Non Profit Distributing (NPD) and Public Private Partnership (PPP) hub and student accomodation projects funded using project finance. We have experience in projects across a wide range of sectors, including education, health, roads, ports and energy & renewables.

We hope this overview provides a useful insight to our expertise and experience. We would be happy to provide any additional information you may require.

CREDENTIALS

Email: ken.ross@harpermacleod.co.uk

Email: euan.mitchell@harpermacleod.co.uk

Ken RossPartner Tel: 0131 247 2555

Euan MitchellPartner Tel: 0131 247 2540

2Harper Macleod - Driven to deliver www.harpermacleod.co.uk

Our Infrastructure & Projects team in numbers

www.harpermacleod.co.uk

Our team’s highlightsDuring the past year until 31st March 2015, our team achieved completion on 16 significant PPP and other infrastructure related projects with a value of £400 million. The combined value of the infrastructure deals our team worked on over that period was in excess of £1.2 billion. We detail below some examples of major projects our team has recently advised on.

NPD projects

In May 2013 the team achieved financial close of the new £60 million Inverness College UHI campus after only 17 months - the first Non Profit Distributing (NPD) college deal and the first NPD project to close in Scotland for four years. We have also been legal advisers in five other NPD projects, including two additional college campus projects, two complicated and very high value roads projects and a unique blood products production facility project.

We were lead advisers on the Tayside MHD and Moray Schools projects that reached financial close in 2010 and in which the current market NPD precedents were established.

In 2012 to 2014, we also advised a consortium of international contractors (led by FCC Construcción S.A. and Dragados S.A.) in relation to bids for the c£500 million M8 M73 M74 Motorways Improvements NPD Project and the c£750 million Aberdeen Western Peripheral Route NPD Project (which is the largest NPD project to reach financial close in Scotland to date). For each bid, we advised the consortium throughout the competitive dialogue period, including providing advice in relation to and full input on the draft project agreements.

Hub projects

Members of our team were involved during the bidding stage to establish all five hub Territories put in place by the Scottish Government in 2011 and 2012.

We were successful with our clients in relation to their bid for the North hub territory and have subsequently acted for hub North Scotland in relation to a total of 10 design and build and 10 design, build, finance and maintain projects located in the North hub Territory. This included our roles as lead advisers on the £16 million Aberdeen Health Village Design, Build, Finance and Maintain Project, the first such project to reach financial close in Scotland and a market leading precedent.

Other hub deals concluded by our team include the £13 million Forres, Woodside and Tain bundle project which saw three new primary health care centres procured jointly by two NHS

bodies (Highland and Grampian) for the first time – a deal which saw Harper Macleod devise variants to the standard of project agreement to allow both bodies to contract with a single Special Projects Vehicle (SPV) and avoid the need for legislation to allow the bodies to co-operate.

Student accommodation

We have significant experience in relation to student accomodation projects. These deals are project financed and share some of the characteristics of concession agreements, with finance being secured against projected future rental payments to be received from students. Recent significant projects include our team advising the University of St Andrews on a new £26m residences facility as well as closing the £190m Hertfordshire University Student Accommodation project at the end of May 2013, an innovative bond-financed project which is the first of its kind in Europe. As well as advising one of the investors on equity elements, the team advised on the facilities management contract, which will be worth more than £200 million over 50 years.

Public sector advisory and other major projects

We also advise extensively on secondary market deals (i.e. sale of existing PPP investments) and also on Operational Projects for both public and private sector clients. Our team has market leading experience in relation to Facilities Management (FM) contractor replacement issues and the implementation of variations.

We were appointed as official legal advisers to Glasgow 2014 Limited, the Organising Committee for the Glasgow 2014 Commonwealth Games (the Games), in 2011 following a competitive tender process. We provided legal advice and support to Glasgow 2014’s in-house legal team and other specialist in-house teams (including HR, Procurement, Operations and Finance teams) in relation to the full scope of legal services required to stage the largest ever global multi-sport and cultural event to take place in Scotland. Our appointment required a breadth of expertise, including commercial, regulatory, employment law, governance, banking and finance, property, construction, brand protection, dispute resolution, intellectual property and procurement. We have advised on in excess of 2000 individual games related matters, including a significant number of commercial contracts with an aggregate value in excess of £400m.

We have acted for the Scottish Government Directorates, Departments and Agencies on a number of important transport and infrastructure projects.

Harper Macleod LLP is a limited liability partnership registered in Scotland. Registered number: S0300331. Registered office: The Ca’d’oro 45 Gordon Street Glasgow G1 3PE Regulated by The Law Society of Scotland. A list of the members of Harper Macleod LLP is open to inspection at the above office.

We have advised Highlands & Islands Enterprise (HIE), the economic development agency tasked with developing business opportunities in the north of Scotland, on a number of matters, including the procurement of a £146million next generation broadband project under competitive dialogue. The contract was awarded to BT in March 2013 and we were sole legal advisers to HIE, advising on all procurement related issues. In 2014, we advised HIE in relation to further procurement and contractual issues arising out of the project, relating to the letting of subsea cabling works contracts with a value in excess of £25million.

We advised Arriva Trains on their Scotrail and Caledonian Sleeper Franchise Bids. The £6bn Scotrail project was procured by Transport Scotland and was for the provision of all passenger rail services in Scotland for a 10 year period. The circa £800m Caledonian Sleeper project was procured by Transport Scotland and was for the overnight sleeper service from various locations in Scotland to London for a period of 15 years. Our team acted for Arriva Trains in relation to their bids for both franchises. The role of the team covered advising on the franchise documentation, the documentation for the capital funding to be provided for station redevelopment and on other aspects such as property, employment and construction documentation. The team also provided advice in relation to public procurement, state aid, competition law and merger control aspects of the project.

We are advising Dragados S.A. on £700m bid for sub-structures project as part of MORL.

Ports

Wick Harbour Authority has been selected as the likely operations and maintenance base for each of the Moray Offshore and Beatrice offshore wind farm developments (which are set to have generating capacities of 664 MW and 1116 MW respectively). We were appointed as sole legal advisers as a result of our in depth knowledge of both port infrastructure development and the offshore wind business. Our role will be to work with offshore wind developers (Repsol, SSE, EDP) and secure the optimum investment at Wick, creating an ordered development that catalyses further economic activity in the area, and avoids Wick becoming a one employer town. We will be involved in the contracting for new infrastructure including breakwaters, quays, cranes, berthing, fabrication and ship repair, office accommodation and lay down space, and working with the wider team to deliver the most efficient means of financing.

Our team acted for ASCO, an Aberdeen headquartered

international oil industry services company with operations around the world. In 2011 Asco acquired Shorebase, a business based in Darwin, Northern Territory, Australia. Through ShoreAsco, Asco successfully tendered to the Northern Territory Government for a contract to Design Build and Operate a new $110 million Marine Supply Base for Darwin Harbour. The new facility is to be operated by Asco for a 20 year concession period. The funding for the project was originally intended to be provided by the private sector (i.e. a full PPP) but was ultimately provided by the Northern Territory Government.

Our team’s advice included the negotiation of the draft concession agreement and also on other significant issues related to the upgrading of the harbour infrastructure, dredging and the interaction between public sector funding and private sector users of the facilities during the operational phase. In addition there were many special considerations at the site due to Aboriginal and Environmental protection issues in the area. The project reached financial close in 2012 and the new facilities opened in 2014. We led the provision of legal advice to the operator, managing additional services provided by two separate Australian law firms.

Energy & Renewables

Our Energy & Renewables team have advised on completed projects totalling over 2.5GW of installed capacity – over one third of the total installed in Scotland with a further 1.5GW in the pipeline.

We lead the joint venture of legal firms advising the developer in relation to Codling Wind Park, an 1100MW offshore wind farm near Wicklow, Ireland. We assembled the advisory consortium and won the appointment at tender, against global legal firms. Our client recognised our in depth knowledge of the promotion and financing of infrastructure, and ability to handle the multi-jurisdictional issues around marine consenting, electricity transmission and international contracting.

We have been involved in the acquisition of property interests to allow the construction of Europe’s largest onshore wind farm, Clyde Wind Farm, which will have a total generating capacity of 456MW and now the proposed first and second Clyde Wind Farm extensions. We are currently advising the University of St Andrews on the ongoing development of a 12.3MW wind farm at Kenly, St Andrews, involving procurement of a development partner for design, build, finance and operate activities. The project is a vital component in the University’s carbon reduction plan.

Contact UsWe hope this is a useful and informative introduction to our infrastructure & projects experience and expertise and we would be happy to provide any additional information you may require.