Regional Senior Adviser

Transcription

1 ADVISER PROFILE Name: Position: Location: Experience: Nationality: Nicholas Towle Regional Senior Adviser Yangon, Myanmar 33 years British CURRICULUM VITAE Membership in Professional Societies: Member of the Law Society of England and Wales Key Qualifications: Nick is a member of DFDL s Regional legal team. He has been a corporate and commercial lawyer previously working as an independent contractor, having spent 20 years with major law firms in the UK, including 12 years as a partner in the Corporate Departments of three US and UK law firms. Since 1991, Nick has specialized in providing legal advice and transaction assistance to investors, multilateral institutions and Governments in the emerging markets of Eastern Europe, the FSU, Africa and SE Asia, advising on over 70 assignments in that time. His significant areas of expertise include: Mergers & Acquisitions work in the UK and internationally Banking & finance Public/private investment projects internationally Privatization transactions and technical assistance in emerging markets Energy & Telecom projects Legislative & Regulatory reform in developing economies Nick is currently based in Myanmar and has worked elsewhere in SE Asia, including projects in Afghanistan, Bhutan and Cambodia. His transactional and advisory workload for foreign investors in Myanmar includes: multiple loan/equity investments in Myanmar by multilateral investors (IFC, ADB) local counsel to IFC/ADB and other lenders to a 225MW gas-fired power project at Myingyan investment in new brewery by Heineken Asia Pacific local counsel for lenders or borrower in several financings of telecom tower companies advising Ooredoo on a variety of issues relating to their structure and operations joint venture between local purified water company and multinational water company several real-estate based infrastructure projects for offshore developers advising two London-listed investment funds in their acquisitions and investments Excellence.Creativity. Trust Since /A, Than Lwin Road, Golden Valley Ward (1) Bahan Township (GPO Box 729) YANGON Myanmar BANGLADESH CAMBODIA* INDONESIA* LAO PDR MYANMAR PHILIPPINES* SINGAPORE THAILAND VIETNAM *DFDL collaborating firms t: f: e: myanmar@dfdl.com

2 Education: Solicitors Final Examinations (1983) City of London University, UK BA Jurisprudence St Peter s Hall Oxford University, UK (1976) Employment Record: DFDL, Yangon, Myanmar and Bangkok, Thailand (Jan 2012 Present) Senior Adviser Areas of practice include M&A, Banking & Finance and Infrastructure projects. INDEPENDENT CONTRACTOR, London, England (2005 Jan 2012) Senior Consultant Lawyer Areas of practice included Energy & Telecom consultancy and transactional work worldwide. CROWELL & MORING, London, England ( ) Partner, Corporate Group Areas of practice included International M&A, Telecom projects. ALTHEIMER & GRAY, London, England ( ) Partner, Corporate Department Areas of practice included M&A and Privatization in Central & Eastern Europe. WATSON, FARLEY & WILLIAMS, London, England ( ) Partner, Corporate Group Areas of practice included M&A and Privatization in Central & Eastern Europe. McKENNA & C0, London, England ( ) Senior Associate, Corporate/Banking Departments Areas of practice included Banking & Finance. S J BERWIN & CO, London, England ( ) Associate, Corporate Department Areas of practice included Venture Capital Funds and M&A work. Details of Major Projects Undertaken Financings Myanmar (selected transactions) IFC, ADB and a consortium of banks Acting as local counsel for the lenders on a USD 300 million, 225 MW gas fired combined power plant located in Myingyan. Provided a full analysis of Myanmar law issues and applicable permits, reviewed all project documents under Myanmar law, including the PPA and prepared and negotiated a suite of Myanmar law security documents to secure the loans, and advised on licensing and regulatory matters pertaining to the transaction IFC and ADB 2018 Acting as local counsel for the lenders (IFC and ADB) on a USD 600 million mixed-use real estate project in downtown Yangon under development by the Yoma group, on a project finance basis. Work includes due diligence, legal and regulatory advice to lenders, review of all transaction documents from the Myanmar perspective, preparation and negotiation of a suite of Myanmar-law security documents to secure the loans to the borrower, advice and assistance on closing issues including stamp duty (closing in May 2018). ING Singapore and a consortium of banks 2018 Advised a consortium of Singapore-based banks on the first and award-winning project finance in Myanmar, the US$85 million fully Myanmar-secured loan to telecom tower company Pan Asia Majestic Eagle Limited (PAMEL) which closed in Subsequently advised the same lenders on the refinancing 2

3 Financings of that loan under a greenshoe arrangement with a maximum facility of US$100 million, secured by mortgages and charges over PAMEL s assets in Myanmar. Currently working on an acquisition financing for the lenders to the proposed buyer of the offshore holding company of PAMEL, which involves PAMEL acceding to the acquisition financing facility agreement and providing guarantees and security for that loan (closing in May 2018). QInvest Advised QInvest as local counsel on its US$ 60 million islamic financing of telecom tower company Digicel Myanmar Tower Company (now edoctco), including a follow-up debt pushdown ( ). M&A and project work in Myanmar and SE Asia Myanmar, Cambodia and Afghanistan (selected transactions) ThaiBev Myanmar counsel for ThaiBev in its c.us$750 acquisition of 75% stakes in two Myanmar spirits distillers that completed in 2017, the sellers including Texas-based private equity firm TPG which acquired its stakes in DFDL advised on the transaction documents and carried out due diligence, as well as providing general legal and regulatory advice to ThaiBev. The two Myanmar companies operate two production facilities in Yangon and Mandalay under the spirits brand Grand Royal, the largest whisky distiller in the country. International Finance Corporation (IFC) Advised IFC on its equity investments in the following Myanmar companies: Fullerton Finance Myanmar, a Singapore-owned microfinance provider (closed 2016) Acleda Bank Myanmar microfinance company (closed 2013 and 2017) Convertible loan to Yoma Bank Limited (closed 2015) Heineken Asia-Pacific (HAP) 2018 DFDL acted as transaction counsel for HAP on its recently-closed USD 90 million new brewery investment in Myanmar. Nick was principal counsel in Myanmar, and was also involved in providing investment structuring advice and in the negotiation, review and drafting of the Joint Venture Agreement, the Management, Licensing and Trademark Agreements, the corporate documents, the Land Lease and land due diligence, and advised APB/Heineken on all phases of the project including obtaining the necessary permits from the Myanmar Government for the project. RMA Group 2018 Principal Myanmar legal adviser to RMA Group, a regional investment and operating company in the automobile, fast food and heavy machinery supply industries in SE Asia, in their USD 10 million acquisition of the holding company of the Foreign Correspondents Club in Cambodia, consisting of a hotel, bars, restaurants, coffee shops and other consumer operations in a deal that included a tender offer for the shares not being acquired from a private equity fund and the directors of the company, the issue of convertible loans and put and call options over shares held by key shareholders. Vodafone 2013 Acted as local counsel in Myanmar for Vodafone, advising on all Myanmar aspects of their proposed joint bid with China Mobile for one of the two nationwide telecoms licences put out to tender in Myanmar in 2013, for which Vodafone did not subsequently submit a bid. Nestlé Waters 2012 Advised NW on its USD 20 million joint venture with a purified water business (PWB) company in Myanmar, whereby a JVCo between NW and the local partners will acquire the assets of the PWB once the Myanmar Investment Commission has granted an investment permit under the Foreign Investment Law of Advised on all Myanmar aspects of the deal which did not proceed. Ooredoo Advising Ooredoo (formerly QTel) in their set-up and operational requirements in Myanmar after its successful tender bid for one of the two nationwide telecoms licences in Myanmar. 3

4 M&A and project work in Myanmar and SE Asia Ministry of Finance of the Islamic Republic of Afghanistan Member of the advisory team for ASI International that advised the Ministry of Finance on the sale of 100% of the shares in New Kabul Bank that are owned by the Government. Nick was principal legal adviser for the team and put together the Tender Documents (including transaction documents) and advised on all aspects of the tender. Two bidders submitted valid bids and the Government has put on hold the award of the bid to the preferred bidder. Nick is currently advising other multinational and regional clients in their joint ventures, acquisitions and other investment projects in Myanmar in the oil & gas, hotel, automotive, fast food, hotel/hospitality, microfinance, banking/insurance, beverages, telecom network facilities, mining, schools and aquaculture sectors. Focus on Private Sector Development in Utilities in Developing Economies KOSOVO Privatization of Kosovo Electricity Distribution Company Providing legal advice and support to the Ministry of Finance & Economy of the Republic of Kosovo and to the IFC on the privatization of KEDS (electricity distribution company) as a member of the Deloitte Consulting LLP energy team funded by USAID. Tasks include: Preparation of Key legal Issues Report Drafting amendments and new text for principal energy laws of Kosovo Participation in electricity market model and design groups Review of draft long-term PPA for new and existing power producers Review and application of Public-Private-Partnership Law to the electricity sector Support and advice to the World Bank advisors in the tender for the New Kosovo Power Plant and Kosovo B power plant. TANZANIA Competition Assessment for TCRA 2011 Advising the Tanzania Communications Regulatory Authority as a member of the PricewaterhouseCoopers Telecom Regulation advisory team carrying out a Competition Assessment of the ICT sector in Tanzania. Principal task is the preparation of a Review of the Legal & Regulatory Competition Framework, with the following key components: comments on existing laws, regulations and guidelines concerning competition and designation of SMPs, and recommendations for necessary legislative and regulatory changes required to improve existing guidelines and provisions. CAMBODIA Assessment of Legal & Regulatory Function for Mobile Operator 2010 Advising a leading mobile operator in Cambodia in the provision of advice and guidance on its legal & regulatory function in light of a new draft Telecommunications Law which is to be enacted in future, including a review of that draft law from an operator/investor perspective. SIERRA LEONE Electricity sector projects Advising the National Commission for Privatisation on the restructuring and introduction of private sector investment into the Sierra Leone SOE sector including the electricity sector: Advising on a concession for the operation and maintenance by a private operator of the 50MW Bumbuna Hydro-Power Project which is nearing completion Advisor to the Tender Committee in the evaluation, selection, negotiation and finalization of a Power Purchase Agreement between State-owned electricity enterprise National Power Authority and Global Trading Group of Belgium for the provision of 15MW of emergency power to Freetown, to be funded primarily by the World Bank 4

5 Focus on Private Sector Development in Utilities in Developing Economies Advising the National Power Authority in negotiations with Interserve Industrial Services Ltd of the UK on a USD 7M contract for the rehabilitation and upgrade of the transmission and distribution system for the Western Area of Freetown, to be funded by the World Bank Preparation of a draft multi-sector regulatory law (including the electricity sector) for presentation to the respective Ministries of Energy, Water and Telecommunications of Sierra Leone. AFGHANISTAN Privatisation of Afghan Telecom MCIT Advised the Afghan Ministry of Communications & Information Technologies on the privatization of Afghan Telecom Corporation (AT), the state-owned provider of national telecom services utilizing CDMA technology. International tender completed and buyer selected, closing subject to Cabinet decision. Tasks included: legal advice on the strategy and method of sale overseeing the legal transfer of assets from the Ministry to AT (network and real estate) overseeing the assignment of contracts from the Ministry to AT advising on interconnection contracts and legal issues preparation of tender documentation and sale agreements A BearingPoint contract funded by USAID QATAR Mobile tender license bid Argos Consortium 2007 Legal & regulatory adviser to MEC-Telematik, advising the Argos Consortium (including Verizon and Virgin) in its tender bid for the second mobile license in Qatar, including: legal & regulatory assessment for bid book review and amend draft mobile & spectrum licenses co-ordinate responses to various Consultation documents issued by the telecom regulator (Liberalisation, Licensing, Dominance Designation) advised on compliance with regulatory requirements and procedures on bid content and submission SERBIA Pool Privatization Tenders Serbian Privatization Agency Advised the Serbian Privatization Agency on sale by international tender of five companies in the automotive parts sector; handled all legal aspects of transactions including tender documentation, negotiation etc. Companies sold: Rumaguma A.D., a specialty tyre producer, to Galaxy Tire & Wheel, Inc. of the US, (2003, total transaction value USD 16.5M); MIV, a company producing auto parts, to JUCIT A.D. (2003, total transaction value USD 5M). Project part funded by the World Bank. Privatisation advisor - Serbian Privatisation Agency (Belgrade) Four-month secondment to newly-established Serbian Privatization Agency to advise on development of legal and regulatory documentation for swift implementation of privatization in Serbia; prepared model forms for sale & purchase agreements, contracts, regulations, and other ancillary agreements. TURKEY Private Sector Investment into the Turkish Energy Sector (London & Istanbul) Represented Süzer Energy Holdings, a major Turkish energy conglomerate, in negotiations and preparation of draft documentation with a mid-western US energy company to jointly develop and refurbish a >1,200MW coal-fired power station in Western Turkey, under a 20-year Transfer of Operating Right (concession) from the Turkish government. LITHUANIA Kaunas Energy Sector Municipality of Kaunas Advised the Municipality of Kaunas on introduction of c. USD 100M public-private-partnership in the Kaunas district heating sector by lease (concession), operator to be selected by international tender. Project was concluded with successful award of tender to Vattenfall. Tasks included: Preparation of initial recommendations for transaction structure, including legal due diligence Preparation of Information Memorandum, with technical and legal information for potential bidders 5

6 Focus on Private Sector Development in Utilities in Developing Economies Preparation and circulation of Tender Documents for potential bidders Advice and assistance in organizing and running tender process, including preparation of data room, organizing investor conference, management interviews, site visits etc Preparation of lease (concession) Term Sheet, with all key provisions (financial, technical etc.) Assistance in evaluating bids Project funded by EBRD. SENEGAL New Electricity Law Project manager of the legal team working with UK energy consultants NERA in providing advice to the Ministry of Mines, Energy and Industry of the Republic of Senegal on the pre-privatization restructuring of the electricity sub-sector, including the drafting of a new electricity law and ancillary regulations. CZECHOSLOVAKIA Privatisation of Czech Electricity Generating Companies (Prague) 1997 Acted for AES, a US independent power producer, in its unsuccessful bid to acquire a majority stake in one of the Czech Republic s largest privately-owned electricity generating companies, including initial due diligence, management interviews, data room visits, drafting share purchase agreement etc. MOLDOVA Investment-Led Privatisation Program Ministry of Privatisation Legal team leader in a consortium led by Creditanstalt Investment Bank A.G. advising the Moldova Ministry of Privatisation in investment-led privatisation programme sponsored by EBRD, under which 5 state-owned companies were to be privatised by international tender sales to investors ROMANIA Ownership Fund in investment-led privatization program, in which 5 state-owned companies were successfully privatized between 1995 and 1997 by international public tender. Handled all legal aspects of sales to investors including Unilever, Proctor & Gamble, South African Breweries, Brau und Brunnen and Villeroy & Boch aggregate deal value >USD 140 M. Project part-funded and sponsored by EBRD. HUNGARY Privatisation of Gas Distribution Sector 1995 Headed up the due diligence team advising Horizon Energy, a US utility company, in its proposed tender bid to acquire one of the Hungarian gas distribution companies in the privatisation of the sector. Publications and Speaking Engagements: Nick Towle has been a speaker, chairman and panelist at a variety of seminars, conferences and training programs on privatization and has written various articles including: Panelist alongside Ministers Vlahovic and Pitic on session Privatization - Progress to Date at the 2 nd Business Roundtable with the Government of Serbia, organised by Economist Conferences in Belgrade, September 2002 Speaker at the EIU Conference Doing Business in South Eastern Europe in Vienna, June 2002, presenting on Macedonia, Bosnia and Albania. Contributor of quarterly articles to International Law Online on Serbian Privatization Progress To Date Session Chairman in the "Commercial Development of the Energy Sector in Central and Eastern Europe" Conference in Oct 1995 in Vienna, organised by Adam Smith Institute. Co-Author with Alexander Bozhkov, then Head of Privatization Agency, of the Bulgaria country summary in Privatization Yearbook

7 Speaker on "Institutional Relationships and Economic Regulation of the Lithuanian Water Industry" at a seminar organised by the Ministry of Environment of Lithuania in Vilnius, February 1995 Session Chairman in the "Emerging Market Projects '95" conference in Jan 1995 in Paris, organised by International Centre for Business Information and sponsored by JP Morgan. Speaker on "Telecommunications joint venture contracts in Emerging Markets" at a conference in London in November Speaker on "Privatization in emerging markets" at a conference in London in July 1994 ("Privatisation - Maintaining the Momentum"). Speaker at a conference on privatization in Bulgaria in Sofia (November 1993) organised by Central European Magazine. Author of an article on Bulgarian Companies' Law in "Doing Business in Eastern Europe" (August 1993). Panelist and speaker on Bulgaria and Poland at a seminar organised by Solicitors European Group of the Law Society of England and Wales (November 1992). Languages: Speaking Reading Writing English Excellent Excellent Excellent BANGLADESH Dhaka bangladesh@dfdl.com CAMBODIA Phnom Penh cambodia@dfdl.com INDONESIA Jakarta indonesia@dfdl.com LAO PDR Vientiane laos@dfdl.com MYANMAR Naypyidaw Yangon myanmar@dfdl.com SINGAPORE Singapore singapore@dfdl.com THAILAND Bangkok Samui thailand@dfdl.com Phuket phuket@dfdl.com VIETNAM Hanoi hanoi@dfdl.com Ho Chi Minh City hcmc@dfdl.com