Oil & Gas. Bowman Gilfillan Africa Group

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Hubert Flowers
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1 Oil & Gas Bowman Gilfillan Africa Group

2 CONTENTS Our reach in Africa... 3 Our legal solutions make business sense... 4 Our team in Africa... 5 Our Oil & Gas experience Our Offices... 18

3 Our reach in Africa Bowman Gilfillan Africa Group has offices in four African countries: Kenya, South Africa, Tanzania and Uganda. The Bowman Gilfillan Africa Group comprises leading law firms which operate on an integrated basis: Bowman Gilfillan (South Africa), Coulson Harney (Kenya), East African Law Chambers (Tanzania) and AF Mpanga (Uganda). We have a best friends relationship with Udo Udoma & Belo Osagie in Nigeria. Our team have successfully facilitated numerous deals and cross-border transactions and regulatory compliance in Botswana, Democratic Republic of the Congo, Kenya, Mozambique, Namibia, South Africa, Tanzania, Uganda and Zambia.

4 Our legal solutions make business sense Differences in law, regulation and business culture can significantly increase the risk and complexity of doing business in the Oil & Gas sector in Africa. Our oil and gas team has experience in all the regulatory and transaction aspects of the value chain of the oil and gas industry including licensing, production, transportation, storage and sale of hydrocarbons. They work closely with other professionals to provide a full range of services in areas such as financing, mergers and acquisitions, construction and engineering, environment, shipping, dispute resolution, antitrust, competition and regulatory, employment, environment, industrial relations, safety and incident response. The multi-jurisdictional network of the Bowman Gilfillan Africa Group provides direct access to our lawyers with the specific country expertise, experience and all important relationships with regulatory figures. Combined, this ensures that Oil & Gas matters are facilitated in a cost effective manner to achieve our clients objectives as seamlessly and efficiently as possible while minimising the legal and regulatory risks. While reliable technical legal advice is always very important, the ability to deliver that advice in a coherent, relevant way combined with transaction management, structuring, negotiating, drafting skills, post-matter support and ongoing client relationship management is essential to the supply of high quality legal services. We deliver those services to the highest international standards throughout Africa whilst striving to provide legal solutions which make business sense to our Oil & Gas clients. 4

5 Our team in Africa Lizel Oberholzer Partner Contact Lizel for advice on specialised oil and gas matters in Africa. Lizel is an admitted attorney in South Africa with over 10 years experience in the energy sector in Africa. Her experience in the energy sector together with the good relationships she has established with key regulatory figures in Africa is invaluable when advising and representing clients. Lizel is the co-author of the Juta Publication - Mineral and Petroleum Law of South Africa and contributes to legal knowledge in the public domain by authoring articles on the need for shale gas legislation in South Africa, the changing royalty regime and other regulatory related articles. Practice Focus in Africa: T: F: E: l.oberholzer@bowman.co.za Lizel focuses on the regulatory field of petroleum rights, mine health and safety matters and the negotiating and drafting of various Oil & Gas contracts in various jurisdictions in Africa. Local and international clients rely on her extensive knowledge of the mineral and petroleum legislation in South Africa for legal assistance. Track record highlights regulatory compliance in the Democratic republic of the Congo, Namibia and Botswana; application for exploration rights and regulatory compliance in Namibia; drafting and negotiating Participating and Joint Operating Agreements based on the AIPN Model Contracts and the related cession and assignment of rights and relevant Ministerial approvals, in Namibia, Zambia and Tanzania and Kenya; drilling and related contracts in Mozambique; 5

6 applications for the Conversion of OP26 subleases to exploration and production rights and the negotiations of the related contracts with government; the application for the first exploration and production rights offshore and onshore and the negotiation of the related contracts with government; compliance with the Mining Charter and the Liquid fuels Charter, drafting and negotiation of related contracts; Oil & Gas due diligence investigations; negotiating and drafting of Fiscal Stability Agreements; the first applications for technical co operation permits and exploration rights relating to shale gas in South Africa; gas pipeline negotiations and applications and related servitude agreements; participating and Joint Operating Agreements based on the Association of International Petroleum Negotiators, AIPN Model Contracts and the related cession and assignment of rights and relevant Ministerial approvals; negotiations and drafting of contracts relating to access of land for purposes of exploration and production; applications for the consolidation of exploration rights; import, storage and transportation of petroleum products; listing of an Australian Company on the AXE in order to raise money for exploration in South Africa; due diligence investigation regarding regulatory compliance of a petroleum refinery. 6

7 Associations Association of International Petroleum Negotiators, AIPN Onshore Petroleum Association of South Africa, ONPASA : founding member Cape Law Society Awards & Rankings Oil & Gas Deal of the Year Award for

8 South Africa Noel Tunbridge Consultant Noel Tunbridge is an admitted as an attorney, notary and conveyancer. He practiced as a maritime lawyer for many years and founded The Maritime Law Association of South Africa in He is also a founding member of the Onshore Association of South Africa. Practice Focus in South Africa: Contact Noel for advice on oil and gas matters in Southern Africa. Noel has been involved in the licensing of offshore exploration and production for over 30 years and has extensive experience in establishing structures in South Africa and for the firm s international clients including the regulation, financing and taxation of operations in South Africa. T: F: E: n.tunbridge@bowman.co.za Track record highlights: The design and construction of the FA Platform south of Mossel Bay; the construction of the pipeline from the platform to the refinery onshore; conversion of OP26 sub leases to exploration and production rights in terms of the provisions of the Minerals and Petroleum Development Act 2002; applications for technical co-operation permits, exploration rights and production rights for oil and gas in South Africa and related contracts with government; drafting and negotiating of fiscal stability agreements; regulatory compliance with the Petroleum Products Act, the Petroleum Pipelines Act, the Gas Act of South Africa.

9 Associations: Honorable Member and founder of the Maritime Law Association Honorable Member of the Cape Law Society Founding member of the Onshore Association of South Africa Awards & Rankings Oil & Gas Deal of the Year Award for

Kenya Rainbow Field Director of International Legal Services : Coulson Harney Rainbow Field (nee Calder) was admitted as a Barrister and Solicitor by the Western Australian Supreme Court in 2006.

10 Kenya Rainbow Field Director of International Legal Services : Coulson Harney Rainbow Field (nee Calder) was admitted as a Barrister and Solicitor by the Western Australian Supreme Court in Having worked as a lawyer in Perth for two years, she moved to Kenya in December 2006 and worked at Kaplan & Stratton (from early 2007) until joining Coulson Harney in March In March 2011 she was made Director of International Legal Services. Contact Rainbow for advice on local compliance of oil and gas matters in Kenya. Practice Focus in Kenya: Rainbow s main practice areas are mergers and acquisitions, mining, energy and resources, employment, joint ventures and business formation and advising not-for-profit companies. T: F: E: r.field@coulsonharney.com Track record highlights: Origin Energy on offshore oil and gas blocks; FAR Ltd on offshore oil and gas blocks; Anadarko on its presence in Kenya and generally relating to oil and gas blocks; CAMAC Energy on establishing a presence in Kenya and generally in relation to oil and gas blocks; Schlumberger advising on general queries in relation to operations in Kenya; confidential advising a foreign client on the possible acquisition Kenyan assets of Cove Energy; confidential advising a foreign service provider of oil and gas companies in relation to establishing a presence in Kenya and on the general regulatory regime governing the oil and gas sector in Kenya; 10

11 confidential on the general regulatory regime governing the oil and gas sector in Kenya; confidential advising a foreign service provider to oil and gas companies (manpower and logistics) in relation to setting up operations in Kenya; Apache on the regulatory regime governing the oil and gas sector in Kenya; advising various clients on the provisions of Production Sharing Contracts. Associations: Australia Africa Business Council Contribution towards the Oil & Gas profession : Participation in local Oil & Gas Conference 11

Tanzania Stella Ndikimi Partner : East African Law Chambers Stella is a practising Advocate of the High Court of Tanzania and holds a Bachelor of Arts in International Relations (Magna Cum Laude)

12 Tanzania Stella Ndikimi Partner : East African Law Chambers Stella is a practising Advocate of the High Court of Tanzania and holds a Bachelor of Arts in International Relations (Magna Cum Laude) from the United States International University (USIU), LLB (Hons) from the University of Dar es Salaam and is currently undertaking a Masters degree in Business Administration at ESAMI. Track record highlights: Contact Stella for advice on local compliance of oil and gas matters in Tanzania. T: F: E: stella@ealc.co.tz Oil and gas due diligence investigation for a number of clients including one of the country s largest wholesale and retail oil and gas distributor; review and negotiation of Oil and Gas Supply Contracts; regulatory compliance in the United Republic of Tanzania; drafting and negotiating Oil and Gas drilling an related agreements; negotiations and drafting of contracts relating to access of land for purposes of exploration and production; listing of a Canadian Company on the AXE in order to raise money for exploration in Tanzania. Associations: Tanganyika Law Society East African Law Society Tanzania Women Lawyers Association 12

Uganda David Mpanga Partner : AF Mpanga Contact David for advice on local compliance of oil and gas matters in Uganda. T: +256 41 425 4540 F: +256 31 226 3757 E: dfkm@afmpanga.co.ug David is the senior partner of AF Mpanga.

13 Uganda David Mpanga Partner : AF Mpanga Contact David for advice on local compliance of oil and gas matters in Uganda. T: F: E: dfkm@afmpanga.co.ug David is the senior partner of AF Mpanga. He holds a LLB (Hons) degree from Exeter University. David was admitted to the Bar of England and Wales in 1993 and to the Ugandan Bar in David has been involved in advising in some of the key transactions in the nascent oil & gas sector in Uganda and has cultivated a reputation of integrity and technical knowhow, as well as ethical relationships with key actors in the Ministry of Energy and Mineral Development, which regulates the sector. Practice Focus in Uganda: David has cultivated a specialization in financial institutions law, international commercial transactions, corporate governance, as well as mergers and acquisitions and has experience in the energy, oil and gas sectors. Track record highlights: Advised CNOOC on the Uganda law aspects of the farm-down agreements with Tullow Oil, under which CNOOC now operates the new Kanywataba licence and the Kingfisher production licence in Western Uganda; advised Helios Investors Genpar II LP and Vitol SA on the Uganda law aspects of the acquisition of Royal Dutch Shell Plc s downstream assets in Uganda as part of an Africa wide transaction; retained external counsel for CNOOC Uganda Limited one of three major operators in the upstream oil & gas sector; 13

14 retained external counsel for, Schlumberger, a major oilfield service provider in the oil exploration and production sector; on list of retained external counsel for Shell Uganda Limited, Uganda s leading downstream operator; advised the Petronet East Africa Consortium one of a few firms that was short-listed in the tender for the construction of the extension of the Mombasa-Eldoret oil pipeline to Kampala. Associations: A Barrister of the Honourable Society of the Middle Temple Member of the Uganda Law Society Member of the East Africa Law Society 14

15 Our Oil & Gas experience Democratic Republic of the Congo Advised SacOil Holdings Limited with regard to petroleum regulatory compliance in the DRC Kenya Swala Energy Limited and its subsidiary Swala Kenya BV in its farm-in of a participating interest in Block 12 in the republic of Kenya Kenya Petroleum Refineries Limited on capital raising initiatives leading to the modernisation and expansion of their Mombasa refinery Namibia Sungu Sungu Petroleum (Pty) Ltd on its application for a petroleum exploration licence offshore the Republic of Namibia South Africa Kinetiko Energy Limited (Australia) on its applications for technical co-operation permits to study for coal-bed methane onshore the republic of South Africa and listing on the Australian Stock exchange in order to raise funding for its South African projects Thombo Petroleum Limited in its farm-out of a participating interest in petroleum rights offshore the west coast of the Republic of South Africa related regulatory compliance advice, drafting and negotiation of a fiscal stability agreement Sungu Sungu Petroleum (Pty) Ltd on its application for an exploration right offshore the west coast of the Republic of South Africa and on its applications for technical co-operation permits to study shale gas onshore the Republic of South Africa Falcon Oil and Gas Limited on its application for an exploration right to explore for shale gas in the Karoo Basin of South Africa and compliance with the Mining and Liquid Fuels Charter Bundu Oil and Gas on its application for an exploration right to explore for shale gas in the Karoo Basin of South Africa 15

16 Sasol Petroleum Limited and it joint venture partners Chesapeake and StatOil on its application for a technical co-operation permit to study shale gas in the Karoo Basin of South Africa Molopo South Africa Exploration and Production (Pty) Ltd in its application for a production right onshore the republic of South Africa and its negotiations with black economic empowerment partners Molopo South Africa Exploration and Production (Pty) Ltd in its application for the renewal of exploration rights onshore the republic of South Africa Total E & P South Africa in its applications for technical co-operation permits New African Global Energy Limited on its application for an exploration right over the Algoa Gamtoos Basin offshore the republic of South Africa Petroleum National Services (Pty) Ltd assisted with bid submission to the national oil company of South Africa for management services of ORCA TMK Africa Tubular (Pty) Ltd advising on bid submissions to the national oil company of South Africa and review of contracts Zingaro Trade 9 (Pty) Ltd assisted with applications for retail licences Hartbeesfontein Rooiberg Trust assisted with application for site licence BHP Billiton (GB), assistance in the acquisition of a 90% participating interest in the technical cooperation permit over deepwater Block 3B/4B offshore the West Coast of the Republic and subsequent conversion to an exploration right in terms of the Mineral and Petroleum Resources Development Act 2002 Sasol International, BHP Billiton and PetroSA, assistance in the formation of the joint venture for the development of Block 3A/4A offshore the West Coast of the Republic and in the application for the grant of an exploration right Anschutz Overseas South Africa (US), assistance in the application for a technical cooperation permit over Blocks 1 and 2 offshore the West Coast of the Republic and in the formation of the joint venture with Forest Exploration and PetroSA over subdivided Blocks 2A and 2C including the application for and grant of exploration and production rights. The exploration of the blocks and review of drilling rig contracts including the engaging of standby and supply vessels Pioneer Natural Resources (USA), assisting in the application for the conversion of the technical cooperation permit over the Sable Gas Field situate off the Southern Coast of the Republic and the grant of the exploration right and the subsequent production right including the participating interest by PetroSA for the processing of the gas on the FA platform 16

17 Global Offshore (USA), assisting in the application for a technical cooperation permit in Block 3B/4B offshore the West Coast of the Republic and the conversion to an exploration right. Supervision of the acquisition of a 90% participating interest by BHP Billiton (GB) Advised Total Energie Development S.A.S, a wholly-owned subsidiary of Total S.A., in conjunction with Orrick Rambaud Martel, in relation to the acquisition of 50% of the shares and voting rights held by EDF Energies Nouvelles Réparties S.A. in Tenesol S.A. The transaction as notified in South Africa and Europe. Tanzania Swala Energy Limited and its subsidiary Swala Oil and Gas (Tanzania) Limited in the farm out of a participating interest in a production sharing contract in the United Republic of Tanzania Uganda CNOOC Uganda Limited, on the farm-in of one third of Tullow Oil s interest in 3 oil exploration blocks in Western Uganda Helios Investors Genpar II LP and Vitol SA on the acquisition of Royal Dutch Shell plc s assets in Uganda as part of an Africa wide transaction External local counsel for Schlumberger Oilfield Services Limited in Uganda, a key support oilfield service provider in the oil exploration and production sector Oryx Oil and Gas SA in its bidding for the acquisition of the retail petroleum outlets of Chevron in Africa. The advise included due diligence investigation on Caltex Uganda Limited and authenticating sundry documents that had been disclosed to Oryx in the tender documents 17

18 Our Offices Bowman Gilfillan Africa Group Johannesburg Bowman Gilfillan 165 West Street, Sandton, Johannesburg, 2199 P O Box , Sandton, 2146 South Africa Cape Town Bowman Gilfillan SA Reserve Bank Building, 60 St George's Mall, Cape Town P O Box 248, Cape Town, 8000 South Africa T: F: Nairobi Coulson Harney Advocates Unit A, Nairobi Business Park, Ngong Road, Nairobi P.O. Box , Nairobi, Kenya T: F: Kampala AF Mpanga 9th Floor, North Wing, Workers House, 1 Pilkington Road, Kampala PO Box 1520, Kampala, Uganda T: F: T: F: Dar es Salaam East African Law Chambers Plot No. 483, Garden Road, Mikocheni P.O. Box 38192, Dar es Salaam, Tanzania T: F: Bowman Gilfillan: Relationship Firm Lagos Udo Udoma & Belo Osagie St Nicholas House (10th Floor) Catholic Mission Street, Lagos, Nigeria T: F:

Oil and Gas. Contents. 04 Our Firm. 05 Our Footprint in Africa. 06 Oil and Gas. 07 Our Experience Highlights. 12 Our Oil and Gas Team

Oil and Gas. Contents. 04 Our Firm. 05 Our Footprint in Africa. 06 Oil and Gas. 07 Our Experience Highlights. 12 Our Oil and Gas Team OIL AND GAS BOWMANS 2 Oil and Gas Contents 04 Our Firm 05 Our Footprint in Africa 06 Oil and Gas 07 Our Experience Highlights 12 Our Oil and Gas Team 3 BOWMANS Our Firm Bowmans is a leading Pan-African