oil & gas bowman gilfillan africa...
TRANSCRIPT
Oil & Gas
Bowman Gilfillan Africa Group
CONTENTS
Our reach in Africa ............................................................................ 3
Our legal solutions make business sense ............................................. 4
Our team in Africa ........................................................................... 5
Our Oil & Gas experience ................................................................. 15
Our Offices ..................................................................................... 18
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.
5
Our team in Africa
Lizel Oberholzer
Partner
Contact Lizel for advice
on specialised oil and gas
matters in Africa.
T: +27 21 480 7868
F: +27 21 480 7918
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:
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;
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• 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.
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 2010
South Africa
Noel Tunbridge
Consultant
Contact Noel for advice
on oil and gas matters in
Southern Africa.
T: +27 21 480 7932
F: +27 21 480 7918
@bowman.co.za
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 1974. He is also a
founding member of the Onshore Association of South
Africa.
Practice Focus in South 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.
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 ex
and production rights in terms of the
provisions of the Minerals and
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
Products Act, the Petroleum Pipelines Act, the
Gas Act of South Africa.
an attorney, notary
He practiced as a maritime lawyer
for many years and founded The Maritime Law
He is also a
founding member of the Onshore Association of South
Noel has been involved in the licensing of offshore
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
of the FA Platform
of the pipeline from the
onversion of OP26 sub leases to exploration
in terms of the
provisions of the Minerals and Petroleum
operation permits,
exploration rights and production rights for oil
and gas in South Africa and related contracts
rafting and negotiating of fiscal stability
he Petroleum
Products Act, the Petroleum Pipelines Act, the
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 2010
10
Kenya
Rainbow Field
Director of International Legal
Services : Coulson Harney
Contact Rainbow for
advice on local
compliance of oil and gas
matters in Kenya.
T: +254 20 289 9000
F: +254 20 289 9100
Rainbow Field (nee Calder) was admitted as a
Barrister and Solicitor by the Western Australian
Supreme Court in 2006. 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 2009. In March 2011 she was made Director
of International Legal Services.
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.
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;
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• 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
12
Tanzania
Stella Ndikimi
Partner : East African
Law Chambers
Contact Stella for advice
on local compliance of oil
and gas matters in
Tanzania.
T: +255 22 277 1885
F: +255 22 277 1886
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:
• 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
13
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
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 2000. 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;
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• 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
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
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
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
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Our Offices
Bowman Gilfillan Africa Group www.bgafricagroup.com
Johannesburg
Bowman Gilfillan
165 West Street, Sandton, Johannesburg,
2199
P O Box 785812, Sandton, 2146
South Africa
T: +27 11 669 9000
F: +27 11 669 9001
www.bowman.co.za
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: +27 21 480 7800
F: +27 21 480 3292
www.bowman.co.za
Nairobi
Coulson Harney Advocates
Unit A, Nairobi Business Park, Ngong Road,
Nairobi
P.O. Box 10643-00100, Nairobi, Kenya
T: +254 20 289 9000
F: +254 20 289 9100
www.coulsonharney.com
Kampala
AF Mpanga
9th Floor, North Wing, Workers’ House,
1 Pilkington Road, Kampala
PO Box 1520, Kampala, Uganda
T: +256 414 254 540
F: +256 312 263 757
www.afmpanga.co.ug
Dar es Salaam
East African Law Chambers
Plot No. 483, Garden Road, Mikocheni
P.O. Box 38192, Dar es Salaam, Tanzania
T: +255 22 277 1885
F: +255 22 277 1886
www.ealawchambers.com
Bowman Gilfillan: Relationship Firm
Lagos
Udo Udoma & Belo Osagie
St Nicholas House (10th Floor)
Catholic Mission Street, Lagos, Nigeria
T: 234 1 462 2307
F: +234 1 263 4541
www.uubo.org