John Downing Email & Phone Number

Bristol, England, Gb

London & Bristol

Supporting commercial organisations on legal affairs and corporate governance. Experienced in international M&A, debt & equity securities, legal & commercial negotiations, Board & corporate governance, legal & regulatory compliance, risk management & internal controls, anti-illicit trade, crisis management, strategy and project management.

Madrid, Community Of Madrid, Spain

Having acted as the lead on the company’s IPO, as one of my responsibilities at Imperial Brands, I served as a Non-executive Director and member of the Nomination and Remuneration Committee for this IBEX35 listed 51% subsidiary logistics business.

Bristol

Imperial Brands is a FTSE 30 company with a focused Global Consumer Brands strategy operating in over 120 countries worldwide, with manufacturing operations in over 40 locations, and turnover of over £30bn. Appointed Group Company Secretary in 2012, with a budget of c. £25m. Worked closely with both the Chair and the CEO to ensure the smooth running of the Board and the Executive Leadership Team. Secretary to the Executive Leadership Team (ELT), as well as participating as an active member in all meetings, including material projects, strategy development and cultural change.• Played a key role in the development of the Group’s current 5-year strategy, as well as its new Purpose, Vision & Behaviours, partnering with the CEO, Chief People Officer, and Chief Strategy Officer• Chair of the Group’s crisis response to Covid and the Ukraine / Russia conflict• Established a completely new company secretarial function• Managed the Governance & Security Function, a team of c. 35 people, including the strategic direction and deliverables of specialist departments covering Company Secretariat, Governance, Security, Anti-Illicit Trade, Information Security and Data Protection.

Greater Bristol Area, United Kingdom

Appointed Head of Group Legal in 2010, directing the Group’s legal function from a financial, reputational and/or strategic perspective, including business development, commercial, anti-trust, commercial integrity, litigation, regulatory and product related issues.

Greater Bristol Area, United Kingdom

A member of the core executive project team on the £12bn acquisition of Altadis, S.A (2007 – 2008), including acting as lead counsel and project manager on the Class I Circular, public bid in Spain, anti-trust filings, acquisition financing, tender offer for Logista, S.A., disposal of Aldeasa, EU divestment brand disposals, and Imperial’s £4.9bn back-stop rights issue.Broad corporate and commercial legal role covering M&A, Treasury, Pensions, and Commercial contracts (distribution, manufacturing, joint ventures), as well as employment, anti-trust, and IP.

Linklaters is a member of the “Magic Circle” of elite London-headquartered multinational law firms. It has over 3,000 lawyers, with 31 offices in 21 countries. It has a reputation for being particularly strong in corporate M&A, capital markets, banking, and project finance.Specialising in public and private M&A. Key responsibilities included managing teams of lawyers, leading transactions, and building client relationships. Key transactions I advised on include: • The sellers on the sale of Maplin Electronics to a private equity purchaser • An investment bank on its equity investment in, and new round of financing for, a home delivery company • Vodafone on its recommended cash offer for Project Telecom plc Nine-month secondment to BP, 2004–2005.

Bangkok, Bangkok City, Thailand

Seconded to Linklaters’ Bangkok office.Mix of corporate, capital markets and restructuring advisory and transactional work for international and local Thai clients, including:• Acting for a major hotel chain on a substantial acquisition opportunity in Thailand • Advising Allianz AG on the acquisition of a major shareholding in Ayudhya CMG Life Insurance plc and the resulting mandatory delisting tender offer • Advising Precious Shipping plc on its debt restructuring

Corporate legal work on major transactions, including: • Vodafone’s acquisition of Mannesmann AG • BP’s merger with Amoco CorpSix-month secondment to Donaldson Lufkin & Jenrette (now part of UBS).

Including a secondment to Linklaters’ Singapore Office for six months in 1997.

Legal Practice Course, Law, Distinction

Activities and Societies: LPC (Distinction), PGDL (Credit)

History, Exhibition; B.A. (Hons), 2:1; M.A.