ADVISER PROFILE NAME: POSITION: LOCATION: EXPERIENCE: NATIONALITY: AUDRAY SOUCHE Partner; Deputy Managing Director, Thailand; Deputy Head of Regional Energy, Mining & Infrastructure Practice Group Bangkok, Thailand 13 years French CURRICULUM VITAE Key Qualifications: Audray Souche is a Partner and Deputy Country Managing Director of DFDL Thailand. She has been working in the region since 2004, combining a general commercial/foreign investment experience with a specialized experience on projects with State/public organizations. As the Deputy Head of Regional Energy, Mining & Infrastructure Practice Group, she has been heavily involved on energy and project finance projects, providing advice on major project finance deals in Lao PDR, Cambodia and Vietnam. After having worked in DFDL s Vientiane and Ho Chi Minh City offices, she is now based in our Bangkok office. Education: Professional Education: 2011- Training course: Project Planning and Financing for Renewable Energy projects - Power Edge Asia, Singapore 2002 Internship: Preparation and revision of the legal acts adopted by the Parliament - European Parliament, Division Plenary session acts, Luxembourg 2002 Internship: Sector Analyst - French Embassy, Trade Section, Cambodia 2002 Internship: Sector Analyst - Delegation of the European Commission, Cambodia Academic Education: 2010 International Tax Law Course, Joint program Faculty of Law and Economic Sciences of Phnom Penh (Cambodia)/Law Faculty of Lyon (France) 2001 Post-graduate Master s Degree in European and International Law, Key subjects: European business law, international private law, State contracts, tax law - Law Faculty, University of Lyon (France) 1999 Training seminar: Practice of international negotiations - Max Planck Institute for Comparative Public Law and International Law (Germany) Excellence. Creativity. Trust Since 1994 9 th Floor, The Dusit Thani Building 946 Rama IV Road, Silom BANGKOK 10500 Thailand B A N G L A D E S H C A M B O D I A * I N D O N E S I A * L A O P D R M Y A N M A R S I N G A P O R E T H A I L A N D V I E T N A M * In commercial cooperation with local law firms t: +66 26 363 282 f: +66 2636 3290 e: thailand@dfdl.com www.dfdl.com
2000 Master s Degree, Political Sciences/Public Law, Key subjects: Public law, European law, economic policies, international law - Institut d Etudes Politiques de Lyon (France)/School of Political Sciences of Innsbruck (Austria) Employment Record: DFDL, Mekong Sub-region Partner (Jan 2014 Present) Senior Adviser (2008 Present) Legal Adviser (June 2004 2008) Areas of practice: energy and infrastructure, project finance, foreign investment (general). MINISTRY OF FOREIGN AFFAIRS, France (French Cooperation in Cambodia) (May 2002 Apr 2004) Project Coordinator in the Legal and Judicial Sector Project management (budget implementation and monitoring, contracting with service providers, coordination with bi- and multilateral donors), institutional support (Ministry of Justice, Cambodian Bar Association, Royal School for Judges and Prosecutors), capacity building (organization of training of trainers, institutional support and curriculum designing), law dissemination and publication (drafting of legal comments on Criminal Law for Ministry of Justice and support to the drafting of legal materials). CEGELEC (CIVIL ENGINEERING COMPANY), France (Feb 2002 Mar 2002) Consultancy mission Preparation of technical documentation and engineering contracts, including general review and translation in German, for a large infrastructure project (Lötschsberg Tunnel). Details of Major Projects Undertaken Focus Infrastructures and Project Finance Future Carbon Fund (Bhutan, Cambodia) USD 12 M (agg.) Buyer (Feb 2012 Oct 2012) Team leader of local teams acting as counsel to the Asia Development Bank in relation to entering carbon emission reduction purchase agreements with local producer of CERs, including legal due diligence, legal opinion and advice works on the relevant CER purchase transactions (including review of contracts). In Bhutan, the relevant project is the first hydro project in Bhutan with foreign private investor participation and is the first cross border CDM project registered in the world (expected to generate CO₂ saving of 500,000 tons per year). Financing of Water Treatment Facility (Cambodia) French Agency of Development (2009 Present) Advising French Development Agency in relation to the financing of a water treatment station and network and of its extension in Phnom Penh (Phase I and Phase II), including drafting of security agreement and legal opinion. Phnom Penh Public Lighting Project (Cambodia) USD 90M Developer (Apr 2011 end 2012) Acting as counsel to French investor operating in public lighting sector in relation to the development of the public lighting system of Phnom Penh under a build, transfer and operate form, including BTO contract drafting, negotiation assistance, drafting of financing documents and general advice. Establishment of Regional Equity Private Equity Fund (Cambodia, Laos, Vietnam) USD 200M Strategic Investors (2011) Acted as leading adviser in DFDL team acting as local counsel to the partnership in relation to the development of a private equity fund with a focus of investments in the energy sector in Cambodia, Laos and Vietnam, including structuring advice and drafting of private placement memorandum. Nam Ngum 3 hydropower project (Laos) USD 500M Sponsors (2011) Acted as leading adviser in DFDL team acting as local counsel to the Sponsors in relation to the development of the Nam Ngum 3 power station (440 MW), including regulatory advice, concession agreement negotiation assistance, review of financing documents, closing process assistance. International counsel is Hunton & Williams. Financing of FPSO Conversion and Installation (Vietnam) USD 356M Lenders (2011) Team leader of DFDL team acting as local counsel to the Lenders in relation to the conversion and installation of 2
Focus Infrastructures and Project Finance floating production, storage and offloading unit, including regulatory advice, review of advice in relation to bareboat charter agreement, O&M contract and EPCI contract. Telecom Operator Financing and Refinancing (Cambodia) USD 591M Borrower (2011 2012) Team leader of DFDL team acting as local counsel to Chinese lenders in relation to the financing of the purchase of Huawei equipment by local telecom operator and the refinancing of existing debts, including due diligence, drafting of security package and closing process. International Counsel is Baker & McKenzie. 3 Small Hydropower Projects (Vietnam) USD 40M Foreign Sponsor (2010) Acted as counsel to French new investor in relation to the acquisition of interests in the three relevant small projects, including negotiation and drafting assistance for the capital contribution and business cooperation agreement to be executed with the original sponsor. Hydro and CDM Trading (Cambodia) CDM Trader (2010) Acted for a Dutch CDM trader in relation to the extraction of emission reduction units from the Kamchay hydropower project under the Clean Development Mechanism, including review of the emission reduction purchase agreement and relevant advice on registration requirement. Biogas Production and CDM Trading (Vietnam) Developer (2010) Provided legal and tax assistance, including in terms of incorporation and tax structuring, in relation to a project of biogas production, sale and CERs generation in Danang, including review of biogas transfer contract. Sihanoukville Coal Fired-Power Project (Cambodia) USD 140M Lender (2009 2010) Assisted DFDL Team acting as local counsel to Malaysian bank in relation to the financing of a coal fired power project, including drafting of security package. Lower Stung Russei Chrum (Cambodia) USD 420M Lender (2009 2010) Leading adviser in DFDL team acting as local counsel to Chinese lender in relation to the financing of the Lower Stung Russei Chrum hydropower project, including due diligence, drafting of security package and closing process. International Counsel is Herbert Smith. Sepon Mine Project (Laos) Original Lender (2009) Leading adviser in DFDL team acting as local counsel to the original lender of the Sepon Mine Project in relation to the sale of a 90% interest in the Project by OZ Minerals to new investor Minmetals. This included in particular assistance in relation to the refinancing arrangements, including advising on security enforcement issues, discharge and security release issues, drafting of termination and release documentation and advising and on Lao law impacts of new financing terms. International Counsel was Mallesons Stephen Jaques. Houay Ho Hydropower Project (Laos) Original Sponsor (2008) Leading adviser in DFDL team acting as local counsel to GDF-Suez/Tractabel in relation to the transfer of shares and consequent security interest in the Houay Ho hydropower projects in the framework of the overall GFD Suez group restructuring. Works included advice and refinancing arrangements, drafting of the termination and release documentation and drafting of the new share security package. Theun Hinboun Expansion Hydropower Project (Laos) USD 500M Developers (2008) Leading adviser in DFDL team acting as local counsel to THPC in relation to the upgrade of the Theun Hinboun power station and to the expansion of the total generating capacity (440 MW +60 MW), including advice on impact of financing restructuring and drafting of new security package. International counsel was Hunton & Williams. Nam Lik 1 Hydropower Project (Laos) USD 150M Lender (2008) Advised the lenders (China Exim Bank) in relation to a 100 MW hydropower project including review of the main project documents, drafting of a legal opinion and advice on the security package. Nam Theun 1 Hydropower Project (Laos) USD 700M Developers (2006 2007) Advised a group of foreign developers (Thai and Malaysian) on aspects of Lao law with a view to establishing a USD 700M hydro power project in Laos, including corporate, licensing, compliance, environment and secured financing issues and legal documentation. 3
Focus Infrastructures and Project Finance Nam Ngum 2 Hydropower Project (Laos) USD 750M Lenders (2005 2006) Advised Thai lenders as member of the local project counsel team on a USD 750M hydro project in Laos, including notably review of the project and finance documents, preparation of draft legal acts, conditions precedents monitoring, relations with local authorities and with the various project s parties. Nam Theun 2 Hydropower Project (Laos) USD 1.3B Lenders (2004 2005) Advised lenders (consortium of 30 private banks + World Bank, ADB, AFD, EIB) as member of the local project counsel team on a USD 1.3B hydro project in Laos, including notably review of the project and finance documents, assessment of Environmental and Social obligations and compliance advice, preparation of draft legal acts, conditions precedents monitoring, relations with local authorities and with the various project s parties, coordination of the document registration process and advice on perfection and enforcement of securities (including registration of security agreements in Laos). International counsel was Allen & Overy. Selection of Projects in other Sectors Financing of Industrial Project (Vietnam) USD 2.5M Borrower (2011) Acted as counsel to Canadian investor operating in plastic manufacturing sector in relation to a loan provided by Export Development Canada to Vietnamese subsidiary, including general advice on loan/security structure, review of loan documentation and security package, and closing process assistance. EDC is represented in Vietnam by Mayer Brown JSM. Telecommunication Acquisition (Laos) USD 100M Russian Investor (2009 2010) Conducted due diligence on target company in Laos and provided legal advice related to acquisition by client of a 78% equity stake in the Lao entity of an international telecommunication service provider. Contract Enforcement (Thailand) BP Solar (2008) Assisted negotiations with relevant Thai governmental authorities regarding contract enforcement issues related to defected solar system items. Extension of Beverage Industrial Facility (Laos) USD 10M IFC (2007 2008) Acted for the International Finance Corporation in relation to the financing of the construction of a new of manufactory, including compliance advice, drafting of security documentation, and legal opinion. Telecommunication Acquisition (Laos) USD 45M ST Telemedia (2007) Conducted due diligence on target companies in Laos, provided all legal advice required in Laos for acquisition by client of a 49% equity stake in the telecommunication business of Shinawatra International in Laos. Publications: - Articles in various legal Publications in Cambodia (Review of the Phnom Penh Faculty of Law and Economics, Commented Criminal Code); - Coordination of the publication of the 2007 DFDL Lao Monthly Law Updates and of the Lao Legal and Investment Guide 2007; Coordination of and contributions to the 2010 & 2011 DFDL Vietnam Legal and Tax Pointers. Commendations IFLR1000 2015 Designated Leading Lawyer Practice areas: Jurisdictions: Banking, Energy & Infrastructure: Project Development, Project Finance Asia-Pacific, Thailand 4
Languages: Speaking Reading Writing FRENCH Excellent Excellent Excellent ENGLISH Good Excellent Excellent GERMAN Good Good Good THAI In process 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