S O F T C O M M O D I T I E S

Transcription

1 SOFT COMMODITIES

2 REPUTATION INTEGRATES CLOSELY WITH THE FIRM'S NUMEROUS INTERNATIONAL OFFICES TO PROVIDE COMPREHENSIVE COVERAGE OF COMMODITIES MATTERS. CHAMBERS UK GOOD TECHNICAL ABILITY AND COMMERCIAL AWARENESS... LEGAL 500 UK 2014 AN EXCELLENT FIRM, IT IS AMONG THE BEST. IT IS VERY DEDICATED TO ITS CLIENTS AND UNDERSTANDS THEIR BUSINESS AND COMMERCIAL POSITIONS VERY WELL. CHAMBERS ASIA PACIFIC 2015 THEY ARE BRILLIANT LAWYERS - VERY RESPONSIVE, CLIENT- ORIENTED AND ALWAYS LOOKING FOR SOLUTIONS. CHAMBERS UK 2015 THE TEAM MEMBERS ARE VERY FLEXIBLE AND CLEVER... IT IS A VERY DYNAMIC FIRM. CHAMBERS EUROPE 2015 ABILITY TO ASSIMILATE WHAT IS REQUIRED QUICKLY, AND PROVIDE US WITH QUALITY DOCUMENTATION THAT STANDS UP TO SCRUTINY. CHAMBERS UK NOT ONLY KNOWS THE LETTER OF THE LAW, BUT MORE IMPORTANTLY KNOWS THE PRACTICAL SIDE OF HOW IT WORKS. CHAMBERS UK GOOD SERVICE AND INDUSTRY KNOWLEDGE... HAS IMPRESSIVE TECHNICAL ABILITY AND COMMERCIAL AWARENESS. LEGAL 500 UK 2014 A CLIENT FROM THE MINING INDUSTRY: WFW HAVE ALWAYS BEEN EXEMPLARY ON DELIVERY AND QUALITY OF WORK. IFLR

3 SOFT COMMODITIES 3 SOFT COMMODITIES An industry-focused firm, Watson Farley & Williams delivers high-quality legal services to investors in, and financiers and traders of, soft commodities in relation to projects worldwide. Working with soft commodities Practical and commercially-minded, our lawyers have acted for a diverse range of clients throughout the supply chain including project developers, traders and transporters, service providers, local and national governments and financiers and investors of all types, as well as other international parties, such as local counsel or export credit agencies. Sector specific advice With such a breadth of experience, our soft commodities team understands the key issues and risks involved in commodities projects and works effectively to identify and manage them. A value-added service Combining extensive sector experience and legal expertise with pragmatism and business acumen, our lawyers go the extra mile to deliver our clients business objectives. By tailoring our advice to the specific requirements of each project, we provide practical sector-specific advice that works in context. A thorough understanding of the wider business environment means that our solutions are bankable and workable on a day-to-day basis. A full service law firm for commodities companies Providing risk sensitive advice in relation to corporate, finance, tax, dispute resolution, employment and regulatory law, our lawyers act on the following: Corporate finance: raising funds for project developers through private equity or by issuing securities through placements or market listings. Mergers & acquisitions: buying and selling businesses or companies involved in all aspects of the soft commodities industry. Project, commodities and export finance: including, for example, advice on payment arrangements and pre export financing, receivables financing and restructuring. Joint ventures: in all sectors of the industry. Dispute resolution: including international and cross-border disputes in the courts, arbitration proceedings and alternative dispute resolution mechanisms. Other commercial transactions: including buying and selling of concessions and equipment, and other commercial contracts.

4 4 Watson Farley & Williams SELECTED EXPERIENCE: CORPORATE & COMMERCIAL SUGAR TRADING JV Advising on the sugar trading joint venture between Ecom Agroindustrial Group and V&A Commodity Trading. A EUROPEAN ENERGY COMPANY Advising on a master agreement (CIF) between two power utility companies for the sale and purchase of wood pellets. GLOBAL INVESTMENT FIRM Advising a global investment firm on its purchase of a 7% shareholding in a group owning interests in various coffee plantation, land infrastructure and other real estate assets in the DRC, Kenya, Zambia and Zimbabwe. EQUATORIAL PALM OIL Advising Equatorial Palm Oil plc on its admission to AIM and 6.5m placing giving it a market capitalisation of 14.2m. Also advising on a contract with Malaysian supplier Modipalm Engineering Company Sdn Bhda for the supply, delivery and installation of a palm oil mill and kernel crushing plant, the first one to operate in Liberia. BIOPALM ENERGY LIMITED Advising a well-known Indian conglomerate on its investment in an agri-commodity project in the Ivory Coast. RICHFORD HOLDINGS LTD Advising Richford Limited on its investment in Benbow Limited and the acquisition by Benbow Limited of a Macedonian company holding two concession agreements for the exploitation of marble in Macedonia for consideration of up to 5m. INTERNATIONAL ADVISORY BUSINESS Advice on English law marketing agreement between a UK headquartered international advisory business and a Ukraine business, for the provision of strategic advice on wheat processing. RCMA COMMODITIES ASIA Advising on the purchase of the business of Momentum Technologies Inc. (as subsidiary of Imperial Commodities Corp.) a rubber trading and testing company based in Ohio by RCMA Americas Inc., USA for approximately US$12m. EQUATORIAL PALM OIL Advising Equatorial Palm Oil Plc, listed on AIM, on a 5m investment by Biopalm Energy Ltd, part of the Siva Group of India, to further develop its Liberian palm oil plantation projects and on certain aspects of the US$60m joint venture between EPO and Biopalm to develop those projects. PT. AZ-ZHARA PLANTATION Advising PT. Az Zhara Plantation on its oil palm plantation project in Indonesia and advising its subsidiaries on oil palm plantation management. COFFEE-BADGER BETEILIGUNGS- GMBH Advising funds managed by Granville Baird on the divestment of their interests in Balzac Coffee GmbH & Co. KG within the framework of the merger of Balzac Coffee and World Coffee Company GmbH & Co. KG.

5 SOFT COMMODITIES 5 SELECTED EXPERIENCE PROJECT, COMMODITIES AND EXPORT FINANCE SUMITOMO MITSUI TRUST BANK Acting for Sumitomo Mitsui Trust Bank Limited, London Branch on its US$180m participation in multiple Société Générale commodity financings. A EUROPEAN INVESTMENT BANK Advising a European Investment Bank on a US$75m pre-export financing facility to Cargill SACI, secured on export contracts for the sale of grains. A EUROPEAN INVESTMENT BANK Advising a European Investment Bank on a US$10m pass through loan facility in favour of Glencore Energy UK Ltd to finance advance payments for the export of sugar with Copertrading SA, a Brazilian sugar producer. RABOBANK Representing Rabobank as Facility Agent and Arranger on a US$150m syndicated borrowing base facility in favour of companies in the Tricon group, secured on petrochemicals and plastics and on receivables. RUBBER TRADING GROUP Advising the Singapore subsidiary of a global rubber trading group, in relation to US$52.5m banking facilities provided by ABN AMRO Bank N.V., Singapore Branch for the financing of stocks and receivables in connection with its rubber and coffee business. STANDARD CHARTERED BANK Advising Standard Chartered Bank and DBS Bank Ltd as mandated lead arrangers and bookrunners on a US$368m syndicated financing of two members of the multi-national commodities trading group, ECOM, in respect of which five members of the ECOM group provided guarantees. AFREXIM Advising in relation to a letter of credit confirmation and financing facility for a Zimbabwean fertiliser company involved in manufacture and trading, with security over assets in Zimbabwe. VITOL SA Advising Vitol SA on various forms of demand guarantee for use in commodities trading transactions. THE LENDERS Advising the lenders in the development and financing of a sugar refinery sponsored by Flour Mills of Nigeria. A TRADING HOUSE Advising a trading house on issues relating to credit terms offered to an African company to finance the import of wheat. SAUDI ARABIAN FINANCIAL INSTITUTION Advising a Saudi Arabian financial institution on the provision of trade finance facilities as an Islamic financing transaction to a Mexican sugar producer, structured on a murabaha basis.

6 6 Watson Farley & Williams SELECTED EXPERIENCE DISPUTES CODAN GUMMI A/S Advising Codan Gummi A/S in relation to a claim against Pongpara Codan Rubber Co., Ltd. in the Thai courts for payment of outstanding dividends ALCODIS Advising Alcodis, a Belgian ethanol producer and trader, on a dispute concerning a CIF contract regarding quantity and quality. DAATS PAPER CO. LTD. Advising Daats Paper in a US$70m pulp and paper dispute with a Chinese paper machine supplier. OLYMPIA SPINNING & WEAVING MILLS LIMITED Acting for Olympia against Dunavant Enterprises Inc. The case concerned the close out mechanism under the International Cotton Association by laws and rules, and their interaction with a bespoke force majeure clause. REJECTION OF CARGOES Acting for Indian suppliers concerning the rejection of two maize cargoes to buyers in Aqaba, Jordan. UNITED PALM OIL INDUSTRY PUBLIC CO. LTD. Acting for United Palm Oil Industry Public Co., Ltd., one of Thailand s leading palm oil producers in a US$12m arbitration, under the ICC Rules, against a Malaysia based industrial boiler company s failure to meet its contractual obligations, causing significant loss to our long-standing client. SOONTHORN METAL INDUSTRIES Acting on behalf of can manufacturer Soonthorn Metal Industries of Thailand in a case against a world-leading producer of liquid milk and liquid coffee. The dispute arose after the latter terminated a long-term exclusive can supply contract with SMI. SUGAR TRADERS Representing Thai sugar traders in a variety of disputes. R&D DEVELOPER Acting for a party involved in a tax driven investment scheme in carbon trading.

7 SOFT COMMODITIES 7 OUR OFFICES Athens Frankfurt Madrid Paris 6 th Floor, Building B 348 Syngrou Avenue Kallithea , Athens T: Ulmenstraβe Frankfurt am Main T: C/ María de Molina, Madrid T: avenue des Champs-Elysées Paris T: Bangkok Unit 902, 9 th Floor GPF Witthayu Tower B 93/1 Wireless Road Patumwan, Bangkok Hamburg Jungfernstieg Hamburg T: Milan Piazza del Carmine Milan T: Rome Piazza Navona Rome T: T: Hong Kong Munich Singapore Dubai Office 1503, Level 15, Tower 2 Al Fattan Currency House PO Box Dubai Units , One Pacific Place 88 Queensway, Hong Kong T: Gewürzmühlstraβe 11 Courtyard Munich T: Battery Road #28-00 Singapore T: T: London New York 15 Appold Street London EC2A 2HB 1133 Avenue of the Americas New York, New York T: T:

8 ATHENS BANGKOK DUBAI FRANKFURT HAMBURG HONG KONG LONDON MADRID MILAN MUNICH NEW YORK PARIS ROME SINGAPORE Publication code number: v1 Watson Farley & Williams 2015 All references to Watson Farley & Williams, WFW and the firm in this document mean Watson Farley & Williams LLP and/or its Affiliated Entities. Any reference to a partner means a member of Watson Farley & Williams LLP, or a member or partner in an Affiliated Entity, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this document represent the experience of our lawyers. This publication is produced by Watson Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have questions or comments on its subject, please speak to your usual contact at Watson Farley & Williams. This publication constitutes attorney advertising. wfw.com