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Herbert Smith advises Caminhos de Ferro Portugueses on second major structured bond issue

04 September 2003 - Herbert Smith advised Caminhos de Ferro Portugueses, E.P. (CP) on the issue of €100 million Guaranteed Secured 4.5% Fixed Rate Notes due 2013 and €300 million Guaranteed Secured 4.7% Fixed Rate Notes due 2015 through a Jersey special purpose vehicle Polo III - CP Finance Limited. The issue is guaranteed by MBIA Assurance S.A..

CP is the principal concessionaire of the Portuguese railways and the principal operator of passenger and freight transportation on railways in Portugal. Herbert Smith also advised CP in July 2002 on the issue by Polo II of €375 million Guaranteed Secured Floating Rate Notes due 2013.

Finance partner Jane Borrows, who led the team at Herbert Smith, commented: "It was a pleasure to work with CP and Portuguese law firm Goncalves Pereira again and to be involved in another structured finance issue in the European rail industry."

Jane Borrows was assisted by Sau-Ling Foong with Howard Murray and Rob Young providing tax advice. CP's Portuguese advisers were Goncalves Pereira, Castelo Branco & Associados (Maria João Ricou and Margarida Leal de Oliveira).

Allen & Overy advised the arranger, Banco Bilbao Vizcayen Argentaria, and Clifford Chance advised MBIA Assurance, S.A..

Herbert Smith advises AIB Capital Markets on Galway Bay CDO

15 September 2003 - Herbert Smith has advised AIB Capital Markets plc on the Galway Bay CDO which successfully closed on 28 August 2003. The Acquisition Finance team at AIB Capital Markets plc, a wholly owned subsidiary of Allied Irish Banks plc, acted as investment adviser to the CDO.

The deal breaks new ground for Herbert Smith's finance division in a number of ways:

* This is the first time Herbert Smith has advised AIB Capital
Markets in relation to securitisation
* Despite being the third CDO AIB Capital Markets has
completed, it is the first one on which Herbert Smith has advised
* This is the first time the firm has advised an investment
adviser.

The deal, a cash funded arbitrage CDO, involved the issue by newly established special purpose vehicle Galway Bay of EUR407,000,000 of senior, deferrable interest and subordinated notes. The issue proceeds will be used to purchase senior and mezzanine loans, primarily in the European leverage loan markets.

The Herbert Smith team comprised Jake Jackaman, Alice Honywill, Nick Rogivue and Chris Goddard (Finance) and Derek Hill and Will Arrenberg (Tax). Herbert Smith's Paris partner Georges Dirani advised on French aspects of this transaction with Gleiss Lutz's Burkhard Jakel advising on German aspects.

Jake Jackaman commented:

This is AIB's third CDO backed by European leveraged loans. Together with its own balance sheet, this consolidates AIB's position as one of the leading participants in the European leveraged buyout market. We worked closely with the team at AIB in all aspects of the transaction, including structuring the CDO and transferring the assets into the vehicle. The asset transfers have a European dimension, so we worked closely with our Paris office and our German alliance partner Gleiss Lutz. This deal for an investment adviser compliments a number of highly structured private deals which we have closed for arrangers earlier in the year.

Lead managers, Morgan Stanley, were advised by White & Case.

Herbert Smith advises Lehman Brothers for the first time on major mortgage-backed securitisation

09 October 2003 - Herbert Smith has advised Lehman Brothers, as arranger and co-lead manager, on the issue of £1.5 billion equivalent of multicurrency floating-rate notes by Lothian Mortgages (No. 2) PLC. The notes are backed by residential flexible mortgages originated by Standard Life Bank. Lothian Mortgages (No. 2) is the second issuance by Standard Life Bank out of its mortgages master trust structure, Lothian which was set up in March 2003. At closing, the issuer will on-lend the proceeds of the issuance of the notes to Lothian Funding which will use the proceeds to acquire a further part of Standard Life Bank's share of the increased trust property. The second issue includes for the first time in the Lothian trust fixed rate mortgages and the issue of euro notes and 144A tranches for all the classes of dollar, euro and sterling notes. This is first time that Herbert Smith has advised Lehman Brothers on a securitisation related matter and follows a number of similar client wins earlier this year. They include advising:

* HSBC Bank plc on a £250 million mortgage-backed securitisation
* Merrill Lynch on a £150 million rated secured warehouse facility to
a UK plc and backed by commercial, residential and mixed mortgages
* AIB Capital Markets plc on the Galway Bay CDO.

Finance partner Jane Borrows led the Herbert Smith team advising Lehman Brothers on this transaction. She was assisted by Alice Honnywill, Richard Phillips, Jack Baumer, Eoin Gillen and Paul Chases, with Howard Murray and Mark Feldman advising on tax, Ian Cox and Siobhan Tucker on real estate and Alex Bafi and Kevin Roy on US securities matters. Herbert Smith (Andrew Calderwood and Keith McGoogan) also represented the trustee on the transaction, The Bank of New York. Jane Borrows commented: "We are extremely pleased to have worked with the securitisation team at Lehman Brothers for the first time and to have completed, alongside Standard Life Bank's advisers, such an important and successful issue for the Bank." Herbert Smith is a member of a select group of firms to have advised on UK master trust mortgage securitisations. Despite the growing popularity of such deals to date only a handful of companies have used them, restricting the specialist legal knowledge involved to a few lawyers.
Earlier in the year Herbert Smith (Dina Albagli) advised HBOS on its third issue from its master trust Mound Financing, having acted for them on the setting up of that master trust and on the first and second issues from it. Clifford Chance advised Standard Life Bank and Tods Murray advised on Scots law matters.

Herbert Smith advises London & Continental Railways on a £1.25 billion securitisation and major dual loan refinancing

27 November 2003 - Herbert Smith has advised its long-standing client London & Continental Railways (LCR) on the issue of approximately £1.25 billion of securitised long-dated Sterling fixed rate and index linked bonds through its subsidiary, CTRL Section 1 Finance PLC. The AAA rated bonds will be backed by direct obligations of the UK Government and by obligations of Eurostar
(U.K.) Limited guaranteed by the UK Government.

Herbert Smith simultaneously advised LCR on the novation to CTRL (UK) Limited, a subsidiary of LCR and the owner of Section 1 of the CTRL, of two existing loans from European Investment Bank (EIB) (£200 million) and Kreditanstalt für Wiederaufbau (KfW) (£100 million) and the extension of their repayment dates to 2028 and 2022.

The cross-practice Herbert Smith team, led by projects partner Andrew Preece, consisted of Patrick Mitchell (corporate); Andrew Calderwood (finance); Jane Borrows (securitisation); Dorothy Livingston and Elizabeth McKnight (regulatory); David Moore (track access arrangements) and Isaac Zailer (tax). They were assisted by Paul Dufays and Margaret Carty (corporate); Stephen Gogerley (finance); Richard Phillips (securitisation); Kim Dietzel (regulatory) and Andrew Prowse (tax).

Andrew Preece commented:

"This transaction, which closely follows the completion, on time and within budget, of Section 1 of the Channel Tunnel Rail Link, required the co-ordination and implementation of a number of interrelated arrangements. These each involved not only the negotiation of important commercial matters but also the consideration of a number of highly complex legal issues, in particular tax and regulatory questions.

The financing implemented the de-risking and subsequent securitisation of cash streams payable to CTRL UK, the LCR group company that now owns Section 1. This income consists of charges for track access payable by Eurostar UK and guaranteed by the Secretary of State for Transport and the domestic access charge payable by the Secretary of State for the reservation of capacity for domestic train operators.

We are delighted to have helped put in place this long term and efficient funding designed to match the cash flows generated by this infrastructure project."

Marcus McKenzie and Nick Shiren led the Freshfields team which advised lead managers and bookrunners Barclays Capital and UBS Investment Bank; Citigroup was the joint lead manager (non bookrunning) and UBS Investment Bank was LCR's financial adviser.

Freshfields also advised EIB and KfW (Simon Hall and Andy Kolacki).

CMS Cameron McKenna advised the Secretary of State (Jonathan Beckitt, Jason Davies and Jonathan Dames).

Herbert Smith and Stibbe launch Anglo-Dutch finance desk

9 February 2004 -Herbert Smith and Stibbe are launching an Anglo-Dutch finance desk based in Amsterdam. The Anglo-Dutch team on the desk will spearhead the development of relationships with key Netherlands-based clients and targets of the two firms. Current head of Herbert Smith's Asian banking and finance group, Jonathan Moult, will lead the team when he relocates to Amsterdam in the summer.

He will be joined in Amsterdam by an assistant from Herbert Smith's London finance division and Stibbe's Jaap Willeumier and Allard Metzelaar.

Herbert Smith and Stibbe were recently named as members of ING's panels in the UK and the Netherlands. Herbert Smith continues to advise the bank in Moscow and Asia. Other Netherlands based clients that the two firms advise include Getronics, Kruidvat and Vesteda. Herbert Smith and Stibbe also advise ABN Amro on a number of international finance related matters.

The principal practice objectives of the Anglo Dutch finance desk will be
to:

* Provide on the spot English law capability to deal with:

- Bank debt financing
- International capital markets
- Project financing.

* Assist Herbert Smith and Stibbe in increasing the volume of
debt finance work from financial institutions operating in Europe.

* Enable Stibbe better to service its corporate
(borrower/issuer) client base handling English law debt work.

* Assist in the further integration, marketing and joint
operation of Herbert Smith and Stibbe's other practice areas.

Jonathan became head of Herbert Smith's Asian banking and finance group in 1997. Since then it has grown from one partner and three assistants, to four partners and ten assistants. The group is a member of the following bank
panels: Industrial and Commercial Bank of China; China Construction Bank; Asian Development Bank; ABN AMRO; ING Bank; UFJ Bank; Société Générale; BNP Paribas; West LB; and Bank of America. While in Hong Kong Jonathan has worked on bank debt and capital markets transactions (including convertible and exchangeable bonds) as well as bank regulatory work.

Following Jonathan's move to the Netherlands, the firm's finance practice will be taken forward by Terence Grady (Hong Kong/China), Paul Lee (Hong
Kong) and Michelle Chen (Singapore). David Clinch, who was working in the finance practice in Hong Kong until last year is now based in Tokyo.

Jonathan Moult said:

"Since the establishment of the group in September 1997, we have succeeded in handling a flow of high-value, complex debt finance transactions - in Hong Kong, the PRC and regionally in Asia - for some of the regions leading banks, financial institutions and corporates - despite the difficult economic condition prevalent in Asia during the past six-seven years. This is most pleasing in itself, but also as evidence of the progress of the firm's overall strategy of the development of its debt practice in Asia and Europe. We look forward positively to the continued success of the practice, with the firm well placed to extend its debt finance strategy under Terence Grady, Paul Lee and Michelle Chen."

Jaap Willeumier, head of banking and finance at Stibbe, commenting on the Anglo Dutch team said:

"This form of integration and cooperation at practice group level is what I have always regarded as the principal goal of the alliance. It is particularly encouraging to know that banking clients in the Netherlands are explicitly asking us to render this joint service. But also corporate clients can benefit, as we have been able to show in a number of recent transactions that Herbert Smith and Stibbe have worked on together."

Clive Barnard, head of Herbert Smith's finance division added:

"Having seen the success that our Anglo-German team achieved in Frankfurt building up the transactional debt practice and knowing Stibbe's strength in Dutch law governed debt transactions, we expect that Jonathan's move will enable us to develop a joint team which can be a real force in the Dutch market and further develop our ability to handle cross border debt work."

Herbert Smith and Stibbe launch fully integrated Anglo Dutch Finance Practice

28 June 2004 - July 5 th marks a further development in the alliance between Herbert Smith, Gleiss Lutz and Stibbe with the launch of a fully integrated Anglo Dutch Finance Practice based in Amsterdam.

The new practice, led by Stibbe's head of corporate finance Jaap Willeumier and former head of Herbert Smith's Asia banking and finance practice Jonathan Moult, provides on-the-spot Dutch and English law capability to deal with:

bank debt financing - secured and unsecured syndicated and bilateral loans, acquisition finance and asset finance
international capital markets including structured finance, securitisation, regulatory capital issues, convertibles and exchangeables
project financing - energy and infrastructure
interest rate and currency swap documentation and other derivative instruments

and is available to:

financial institutions operating in Europe
corporates borrowing or issuing debt instruments

This new practice consists of four partners and eight assistants. In addition it draws on support from lawyers in our other European offices.

Jaap Willeumier commented:

"This form of integration and cooperation at practice group level is what I have always regarded as the principal goal of the alliance. It is particularly encouraging to know that banking clients in the Netherlands are explicitly asking us to render this joint service. But also corporate clients can benefit, as we have been able to show in a number of recent transactions that Herbert Smith and Stibbe have worked on together."

Herbert Smith has advised leading insurer Friends Provident on the £380 million securitisation of a book of life business by Friends Provident Life and Pensions Limited. The issue of £280 million class A-1 floating rate secured notes due 2016 and £100 million class A-2 floating rate secured notes due 2019, made through a special purpose vehicle, Box Hill Life Finance plc, closed on 16 December 2004. The issue allows Friends Provident to raise core tier-one regulatory capital to support growth in new business. The notes will be rated AAA/Aaa and will benefit from a financial guarantee provided by Ambac Assurance UK. Although securitisation is common in the banking industry, this is a rare example of a securitisation in the life insurance industry. There have been only two others previously: National Provident Institution (advised by Herbert Smith) completed a £260 securitisation million deal in 1998, and Barclays Life completed the £400 million Gracechurch securitisation in 2003. Partners Geoffrey Maddock and Adam Levitt (corporate insurance) and Dina Albagli (capital markets) led the team advising Friends Provident. Geoff Maddock commented: "We are delighted to have acted for Friends Provident on this landmark transaction, which is the first AAA-rated deal for an independent European life insurance company, and the first to be structured to take account of forthcoming changes to insurance regulation." Barclays Capital was appointed as lead manager on the deal and was advised by Freshfields Bruckhaus Deringer. Ambac Assurance UK was advised by Linklaters.

Herbert Smith has advised Deutsche Bank and JP Morgan Securities as lead managers on the issue of £1 billion equivalent of multicurrency mortgage backed floating rate notes by Paragon Mortgages (No. 8) PLC. The transaction, denominated in sterling and euros, was structured to include fast and slow pay triple-A notes, therefore attracting a broad investor base. Herbert Smith won the instruction after a competitive tender process. This is first time that the firm has advised Deutsche Bank on a securitisation related matter. The firm has an established relationship with JP Morgan Chase especially in the field of energy finance. Jane Borrows led the cross-practice Herbert Smith team advising on this transaction. She was assisted by Dennis Craig, Eoin Gillen and William Normand on securitisation; Michelle Howie and Aman Khara on real estate and Bradley Phillips and William Arrenberg on tax. Andrew Calderwood and Paul McKay from Herbert Smith advised Citigroup, the trustee. Jane Borrows commented: "We are delighted to have advised Deutsche Bank and JP Morgan on such a successful transaction. The constructive approach of the working party meant the deal closed efficiently and within a relatively short timeframe. Because the structure brought in such a large number of investors, Paragon were able to break the £1 billion mark for the first time." Paragon was advised by Sidley Austin Brown & Wood, led by Matthew Duncan.

28 June 2004 - July 5th marks a further development in the alliance between Herbert Smith, Gleiss Lutz and Stibbe with the launch of a fully integrated Anglo Dutch Finance Practice based in Amsterdam. The new practice, led by Stibbe's head of corporate finance Jaap Willeumier and former head of Herbert Smith's Asia banking and finance practice Jonathan Moult, provides on-the-spot Dutch and English law capability to deal with: bank debt financing - secured and unsecured syndicated and bilateral loans, acquisition finance and asset finance international capital markets including structured finance, securitisation, regulatory capital issues, convertibles and exchangeables project financing - energy and infrastructure interest rate and currency swap documentation and other derivative instruments and is available to: financial institutions operating in Europe corporates borrowing or issuing debt instruments This new practice consists of four partners and eight assistants. In addition it draws on support from lawyers in our other European offices. Jaap Willeumier commented: ""This form of integration and cooperation at practice group level is what I have always regarded as the principal goal of the alliance. It is particularly encouraging to know that banking clients in the Netherlands are explicitly asking us to render this joint service. But also corporate clients can benefit, as we have been able to show in a number of recent transactions that Herbert Smith and Stibbe have worked on together.""