OIL AND GAS 2 Oil and Gas

Contents

04 Our Firm

05 Our Footprint in

06 Our Oil and Gas Sector

07 Our Experience Highlights

12 Our Oil and Gas Team

3 BOWMANS

Our Firm

Bowmans is a leading Pan-African law firm. Our track record of providing specialist legal services, both domestic and cross-border, in the fields of corporate law, banking and finance law and dispute resolution, spans many decades and is widely acknowledged.

ith six offices in four African countries Our expertise is frequently recognised by Wand over 400 specialised lawyers, we are independent research organisations. We have able to provide independent, high quality legal been named Africa Legal Adviser by DealMakers services across many parts of Africa. for the last two consecutive years (2014 and 2015) and South African Law Firm of the Year for 2016 We draw on our knowledge of the African by the Who’s Who Legal. Most recently we won business environment and in-depth the Banking, Finance and Restructuring Team of understanding of the socio-political climate to the Year, the Employment Team of the Year, and advise clients on a wide range of legal issues. the Property Team of the Year awards at Our aim is to assist our clients in achieving their the prestigious African Legal Awards hosted objectives as smoothly and efficiently as possible by Legal Week and the Corporate Counsel while minimising the legal and regulatory risks. Association of South Africa in 2016.

Our clients include corporates, multinationals and state-owned enterprises across a range of industry sectors, as well as financial institutions and governments.

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4 Oil and Gas

Our Footprint in Africa

e provide integrated legal services Wthroughout Africa from six offices (Antananarivo, Cape Town, Durban, Johannesburg, Kampala and Nairobi) in four countries (, , South Africa and ).

We work closely with leading Nigerian firm, Udo Udoma & Belo-Osagie, which has offices in Abuja, Lagos and Port Harcourt, and have strong relationships with other leading law firms across the rest of Africa.

We provide coverage of francophone OHADA jurisdictions across the continent (including Benin, , Burundi, Cameroon, Central African Republic, Chad, Congo Republic, Democratic Republic of Congo, , , , , Mauritania, Niger, , and Togo).

We are representatives of Lex Mundi, a global association, with more than 160 independent law firms in all the major centres across the globe. This association gives us access to the best firms in each jurisdiction represented.

Bowmans offices

Relationship firm

Francophone Africa coverage

Significant transaction or advisory experience

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5 BOWMANS

Our Oil and Gas Sector

Through our offices in Africa, we bring together Our advisory experience covers upstream, lawyers with a wealth of experience from across midstream and downstream. We also have emerging and mature hydrocarbon provinces in significant experience dealing with the oil Anglophone, Francophone and Lusophone Africa. and gas legislative environment across Africa, including exploration and production rights and all aspects of local regulatory frameworks.

We provide commercially We can work in key jurisdictional languages, focussed legal advice that including French, Portuguese and Spanish, adding to our ability to facilitate cross-border compares favourably at all and inter-governmental negotiations. levels with legal services Our oil and gas specialists are supported by a available in , wider sector group comprised of internationally Paris and New York: in recognised lawyers in the areas of tax, forensics, corporate, M&A, project finance, infrastructure, execution, delivery, technical projects, and ports and shipping law. We can excellence and on price. therefore advise on complex major oil and gas related projects, as well as environmental and other disciplines associated with oil and gas exploration and production. We recognise that there are many inter- connected challenges for investors in the Our clients include NOCs and IOCs operating hydrocarbons industry in Africa, not least the throughout the oil and gas value chain as well various licensing and regulatory frameworks, as government agencies and regulators. but also the challenges of local content, environmental regulation and fiscal and financial regimes.

What differentiates us is that we are an African law firm with credible and experienced oil and gas lawyers on-the-ground in Africa.

We operate a single key point of contact model, which not only ensures a seamless service for our clients and assists in developing long-term relationships, but also allows costs to be controlled and output to be delivered in the most commercially sensible way.

Prompt response and communication with clients is critical to our approach. David Forfar, our head of oil and gas, is our single point of contact.

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6 Oil and Gas

Our Experience Highlights*

We have advised: • Chicago Bridge & Iron, a multinational EPC contractor, on various legislative • Africa Energy on its acquisition of a developments affecting a proposed LNG participating interest in Block 2B South Africa. project in .

• Afren plc with regard to its farm-in into an • China National Offshore Oil Corporation exploration block in Madagascar. on the farm-in of one third of ’s interest in three oil exploration blocks in • Anadarko Petroleum Corporation regarding Western Uganda. various South African regulatory applications and approvals, and have provided general • Compañía Española de Petróleos on its advice on constitutional and administrative farm-in into two onshore blocks in Kenya, law, as well as fiscal stability agreements. providing regulatory, corporate and competition law advice and helping to • A.P. Möller-Maersk Oil, acting as local establish a local presence. counsel in its acquisition of half of Africa Oil Corporation's participation in three blocks • DL Toll, an Australian support services in northern Kenya. provider, on the regulatory regime governing Uganda’s oil sector. • BHP Billiton (GB) on the acquisition of a 90% participating interest in the technical • Dragon Oil (International) Ltd, a UAE-based cooperation permit over South African E&P company, on particular aspects of a deepwater Block 3B/4B, as well as the Kenyan production sharing contract. subsequent conversion thereof to an exploration right. • Eiffage Consortium on its BOOT bid submission for the Kenya (Eldoret) to • BP in relation to its South African black Uganda (Kampala) oil pipeline. economic empowerment transaction in terms of which Kapela Investments and • Elephant Oil on the negotiation, drafting BPSA Education Foundation acquired and execution of a PSC in Benin. shareholdings in BP South Africa. • Eni on licensing requirements in respect of • Bundu Gas and Oil Exploration on its the import and trade of petroleum products application for an exploration right to under South African law. explore for shale gas in the Karoo Basin of South Africa. • ExxonMobil in the negotiation and drafting of a farm-in agreement in South Africa, • Cairn India Group on its farm-in agreement together with advice on regulatory approval offshore Block 1 South Africa, including processes and fiscal stability agreements. drafting relevant applications for approvals by the Minister of Mineral Resources. • Falcon Oil and Gas on its application for an exploration right to explore for shale • Chevron in relation to the acquisition of an gas in the Karoo Basin of South Africa. exploration right in South Africa.

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7 BOWMANS

• Halliburton in relation to the advent of a included engaging with Uganda’s Petroleum shale gas industry in South Africa, including Exploration and Production Department providing analyses of existing and proposed (PEPD) on a wide variety of midstream- regulatory frameworks; formal submissions related matters, and the preparation of on the proposed laws to the Department detailed analyses of the existing and of Mineral Resources (DMR) and the proposed legislative and regulatory Petroleum Agency of South Africa (PASA); frameworks governing Uganda’s upstream, and, appearing before PASA, as well as midstream and downstream sectors. the Parliament of South Africa’s Portfolio Committee on Energy, regarding the • Molopo South Africa Exploration and proposed regulatory developments. Production on applications for the renewal of onshore exploration rights and an • Halliburton in relation to competition application for an onshore production right, approvals in various African jurisdictions, as well as negotiations with black economic including Cameroon, DRC, Egypt, Ethiopia, empowerment partners. Kenya, Libya, Nigeria, and Uganda, where approvals were required to implement • Murphy Oil Corporation in its dealings with the USD 34.6 billion acquisition by Halliburton the Government of Congo-Brazzaville in of shares in Baker Hughes. relation to a PSC.

• Hosken Consolidated Investments, a • National Oilwell Varco on aspects of its black empowerment investment company, local content-related proposed operations in relation to the acquisition of a 20% in Uganda. Similar advice was provided stake in Impact Oil and Gas, which included to Halliburton vis-à-vis its South an analysis of various transactional African operations. documents relating to the acquisition of acreage in Gabon, , South Africa • New African Global Energy on its application and the Senegal/Guinea Bissau Joint for an offshore exploration right over South Development Zone. Africa’s Algoa Gamtoos Basin.

• Kenya Petroleum Refineries on capital • Ophir in relation to its Madagascan raising initiatives for the modernisation and operations since its original farm-in, expansion of their Mombasa refinery, as well including reviewing the PSC and advising as the sale of shares to Essar Energy for the on various operational requirements. redevelopment of the oil refinery. • PetroSA, the national oil company of • Kinetiko Energy (Australia) on its applications South Africa, on its financial provisioning for technical cooperation permits relating to obligations vis-à-vis the decommissioning South African coal-bed methane reserves. of its offshore operations, as well as on proposed guidelines for well abandonment • Marathon Oil, assisting with the acquisition and decommissioning relative to, amongst of interests in certain Kenyan blocks, which other things, South Africa’s obligations included a due diligence into the relevant under international law and recent title documents and the setting up of developments in best international practice. a local presence. • Puma Energy on its acquisition of an • Ministry of Energy and Mineral Development LPG terminal in Cotonou, Benin, and in (Uganda) and WorleyParsons regarding relation to its acquisition of a majority the preparation of the national midstream stake in Brent Oil (Pty) Ltd. strategy for the transportation and storage of petroleum in Uganda. The advice • Sasol Petroleum International and its joint involved drafting all of the legal aspects venture partners, Chesapeake and Statoil, CONTENTS PAGE of the strategy, the development of which on its application for a technical

8 Oil and Gas

co-operation permit to study shale gas in the • Tullow Oil plc in relation to its operations in Karoo Basin of South Africa. Gabon, Guinea and Madagascar, including the possibility of declaring force majeure • Sasol Petroleum International, BHP Billiton under a Guinean PSC and the reviewing of and PetroSA in relation to the formation all of Tullow’s operations in Gabon relative to of the joint venture for the development of the successful issuing of a USD 650 million Block 3A/4A offshore South Africa and in high yield bond. the application for the grant of an exploration right. • Vitol Group and Helios Investment Partners in relation to their acquisition of all of • Sasol in drafting and negotiating a farm-out Shell’s downstream assets in Guinea, agreement with Eni in South Africa, including Madagascar and Uganda. advice on the implementation of broad-based black economic • Vivo Energy Uganda Ltd, where we were empowerment transactions. retained as local counsel to advise on a wide range of legal issues. • Schlumberger on general queries relating to operations in Kenya and Uganda. • Williams Kherkher LLP on a Chadian concession-related dispute between two • SOHI Gas Lamu Ltd, SOHI Gas Dodori Ltd IOCs. The advice was by means of an and Dynamic Global Kenya Ltd on PSCs opinion, which involved an analysis of, in Kenya. amongst other things, the concession, the Chadian Civil Code and the Chadian • Sterling Energy plc, an AIM listed E&P Petroleum Code, and which was found, company, in relation to all of its matters in by the Supreme Court of Texas, to Cameroon and Madagascar. be persuasive.

• Total on the drafting and negotiation of a farm-in agreement with Canadian Natural * includes some experience gained Resources in relation to Total’s acquisition of prior to joining Bowmans a 50% in interest in Block 11B/ 12B offshore South Africa.

• Total E&P South Africa in relation to its applications for technical co-operation permits and exploration rights.

• Total E&P Uganda BV in relation to an environmental dispute.

• Thombo Petroleum in its farm-out of a participating interest in petroleum rights offshore South Africa, together with related regulatory compliance advice and the drafting and negotiation of a fiscal stability agreement.

• Thombo Petroleum on its sale to Africa Energy of all of its issued share capital.

• Trafigura and Puma Energy in relation to the construction of oil storage terminals in Mozambique.

CONTENTS PAGE 9 RESERVES

OIL AFRICA GLOBAL Oil - Proved Reserves 2015

PROVED^ PRODUCED° PROVED^ PRODUCED° 7.60% 2015* 129.1 7.60% 8 375 9.13% 1 697.6 91 670

2011 125.2 7.47% 8 548 10.16% 1 675.3 84 097 * As at the end of 2015. Source: BP Africa ^ Thousand million barrels. 2006 116.9 8.44% 10 011 12.13% 1 383.7 82 487 ° Thousand barrels daily. Global / Decrease/ Increase in proved/ 2001 96.7 7.4% 7 861 10.45% 1 305.4 75 162 92.4% produced reserves. % Percentage of global proved 1996 74.9 6.5% 7 447 10.66% 1 148.8 69,846 reserves/ production.

AFRICA GLOBAL Gas - Proved Reserves 2015 GAS * As at the end of 2015. Source: BP ^ Trillion cubic feet. PROVED^ PRODUCED° PROVED^ PRODUCED° / Decrease/ Increase in proved/ 7.54% produced reserves. 2015* 497.94 7.54% 7.479 5.98% 6 600.31 124.96 % Percentage of global proved reserves/ production. 2011 515.59 7.87% 7.476 6.41% 6 547.34 116.53

2006 497.94 8.91% 6.801 6.66% 5 586.78 102.10 Africa

2001 462.62 8.52% 4.831 5.49% 5 427.86 87.84 Global 92.46% 1996 360.2 8.25% 3.227 4.12% 4 361.36 78.23

RIG COUNT

GLOBAL AFRICA ASIA-PACIFIC LATIN AMERICA EUROPE CANADA USA GLOBAL (EXCL. USA & (EXCL. USA & CANADA)^ CANADA)

2016* 937 81 4.18% 220 23.47% 319 34.04% 109 11.63% 206 883 1 547

2011 1183 75 6.33% 252 21.30% 441 37.27% 128 10.81% 473 1 957 3 613

2006 954 63 6.60% 228 23.89% 326 34.17% 81 8.4% 482 1 738 3 174

2001 756 52 6.87% 160 21.16% 265 35.05% 90 11.9% 325 1 252 2 333

1996 790 82 10.3% 179 22.65% 280 35.44% 114 14.4% 285 811 1 886

~ * Figures for active rigs as at August of each of the relevant years. Source: Baker Hughes. African Rig Count - July 2016 ^ USA & Canada excluded on account of shale boom. Algeria 55 / Decrease/ Increase in number of rigs or percentage of the global rig count. % Percentage of global rig count (excl. USA & Canada). Egypt 27

Kenya 10

1996 2016 Angola 5

10.3% 4.18% Nigeria 5 Congo 1

Ivory Coast 1 Africa % 1

89.7% 95.82% Global^ % Liya 1

Morocco 1

Tunisia 1

PROVED RESERVES & RIG COUNT* ~ Source: Petroleum Africa.

12

10 8.25% 10.3% 8 6.5% 6 7.60% 7.54% 4

2 1996 0 4.18%

Gas 2015 Oil Rigs

Gas Oil Rigs

* Rig count (excl. USA & Canada) and proved oil and gas 1996 8.25% 6.5% 10.3% CONTENTS PAGE reserves as percentages of global totals as at August 1996 and August 2016. Sources: Baker Hughes & BP. 2015 7.54% 7.60% 4.18%

10 GAS: AFRICA’S TOP TEN JURISDICTIONS*

Congo Moz. Congo 2011 Jurisdiction Tcf Sudan 2016 Jurisdiction Tcf Cameroon Sudan Cameroon Angola Tunisia 1. Nigeria 186.88 Angola 1. Nigeria 180.49

2. Algeria 159.00 2. Algeria 159.05

3. Egypt 77.20 Libya 3. Mozambique 100.00 Libya 4. Libya 54.68 4. Egypt 77.28 Nigeria Egypt 5. Angola 10.94 5. Libya 53.15 Egypt Nigeria 6. Cameroon 4.77 6. Angola 10.88

7. Mozambique 4.50 Moz. 7. Cameroon 4.77 Algeria Algeria 8. Congo Brazzaville 3.20 8. Congo Brazzaville 3.20

9. Sudan 3.00 9. Sudan & S. Sudan 3.00

10. Tunisia 2.30 10. Tunisia 2.30

Total 506.47 Total 594.12

* “Estimated Proved Reserves” Source: Oil & Gas Journal PREDICTED OIL & GAS PRODUCTION*

O I L^ 2020 2025 2030 2035

Global 33.01 34.4 35.4 35.9

Africa 3.054 9.25% 3.014 8.76% 3.037 8.57% 3.031 8.43%

* Source: BP. GAS° ˜ Source: ExxonMobil. 2020 2025 2030 2035 ^ Thousand million barrels. ° Trillion cubic feet. Global 142.86 153.15 164.24 175.29 / Increase/ Decrease in production. % Percentage of global or Africa 8.34 5.84% 8.82 5.76% 10.22 6.22% 12.86 7.33% regional production.

AFRICAN GAS° PRODUCTION BY REGION˜

Other East Africa Other East Africa Other East Africa 2% 3% 2% 4% 2% 3% 2020 2030 2040

West Africa 23% West West Africa Africa North North 42% 48% Africa Africa North 53% 46% Africa 72%

OIL PRICE & AFRICAN RIG COUNT

200

140

120

100 Oil Price 80 Rig Count

60 Rig Count (%)

40

20

0

1996 2001 2006 2008 2011 2016

Aug. 1996 Aug. 2001 Aug. 2006 Jul. 2008 Aug. 2011 Aug. 2016

Oil Price (Brent) $20 $25 $71 $143 $111 $49

African Rig Count 82 52 63 63 75 81 CONTENTS PAGE African Rig Count as a % of Global 10.3% 6.87% 6.6% 5.7% 6.33% 4.18% Rig Count (excl. USA & Canada)

11 BOWMANS

Our Oil and Gas Team

DAVID FORFAR PENUELL MADUNA Head of Oil and Gas Chairman of Oil and Gas Cape Town, South Africa Johannesburg, South Africa

T: +27 21 480 7810 T: +27 11 669 9358 E: [email protected] E: [email protected]

David Forfar heads our Oil and Gas Sector. Penuell Maduna is the chairman of our Oil and Gas Sector and deputy chairman of the firm. He is also the David Forfar specialises in upstream oil and gas former South African Minister of Mineral and Energy matters with a particular focus on production sharing Affairs, as well as the former Minister of Justice and agreements, concessions and host government Constitutional Development and the Deputy Minister of instruments, as well as regulatory and compliance- Home Affairs. Currently, Penuell also holds the position related issues in Africa. of deputy chairman of Sasol Oil (Pty) Ltd.

Prior to joining Bowmans, David was based in Penuell has many years of experience acting as Aberdeen, Scotland, where his experience included an adviser to the South African oil and gas sector, time as a senior legal counsel for Canadian Natural including his having acted as chairman for Tshwarisano Resources International. He has provided extensive LFB Investment (Pty) when it acquired a 25% advice in relation to a variety of African jurisdictions, shareholding in Sasol’s liquid fuel business for including: Cote d’Ivoire, Gabon, Mozambique and ZAR 1.45 billion, which was one of the first major black South Africa. economic empowerment transactions in the sector.

David trained and practised as a lawyer with the Penuell has an LLB from the University of , Energy, Transport and Infrastructure Group at Ashurst a B.luris from the University of South Africa, an LLM in London. from the University of the Witwatersrand, an LLD from the University of South Africa and a Higher Diploma David has BA and PhD, degrees from the University of in Tax Law. Essex, UK, and an MA from the University of Oxford, UK. He was also a Fellow in Modern Japanese Studies at the University of Oxford’s Wadham College.

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12 Oil and Gas

JOHN FFOOKS RAINBOW FIELD Head of Francophone Africa Director Antananarivo, Madagascar Nairobi, Kenya

T: +261 33 126 3523 T: +254 20 289 9000 E: [email protected] E: [email protected]

John Ffooks is the head of Francophone Africa Rainbow Field is a director in our Nairobi office. at Bowmans. She specialises in, amongst other things, mergers and He has considerable experience in oil and gas-related acquisitions, joint ventures and business formation- acquisitions and disposals, as well as the project related matters. Rainbow has advised IOCs on the finance and real estate aspects of natural resource acquisition of interests in Kenyan acreage and on a projects. John has provided PSC and other industry- variety of industry-related regulatory matters. specific advice to E&P companies in a variety of jurisdictions including Guinea and Benin. Rainbow has been recognised by IFLR 1000 as a leading lawyer in the natural resources sector and by John is familiar with the specific legal and business Chambers Global 2016 as a foreign expert in natural cultures across Francophone Africa (including West resources law. African OHADA countries) and has extensive first- hand experience of their legal systems. She has a B.Com and LLB degrees from Murdoch University, Western Australia, where she was admitted John is ranked by IFLR 1000 as a leading lawyer for as a barrister and as a solicitor. matters in Congo-Brazzaville. He also features as a ranked lawyer in Chambers Global for work conducted in Chad, Guinea and Madagascar.

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13 BOWMANS

DANIEL GANTUNGO AARON OHM Senior Associate Candidate Attorney Kampala, Uganda Cape Town, South Africa

T: +256 41 425 4540 T: +27 21 480 7817 E: [email protected] E: [email protected]

Daniel Gantungo is a senior associate in our Aaron Ohm is a candidate attorney in our Cape Kampala office. Town office.

Before joining Bowmans, Daniel was a State Attorney Since joining Bowmans, Aaron has undertaken substantial in Uganda’s Ministry of Justice and Constitutional research on legislation affecting the hydrocarbon sector Affairs/Attorney General’s Chamber. Daniel has in South Africa. He has been exposed to, and become also worked in the departments of Energy and familiar with, a variety of specialised oil and gas-related Infrastructure and Dispute Resolution of King & Wood agreements, including joint operating agreements. Mallesons LLP (formerly SJ Berwin) in London under the auspices of the International Lawyers for Africa Aaron has a B.Sc from Handong Global University and (ILFA) Programme. He has also undertaken mini- an LLB from the University of Cape Town. pupillage training with Keating Chambers, London. He speaks English and Korean. His work involves a broad range of commercial/ corporate advisory services in energy, oil and gas, mining, mergers and acquisitions, taxation and other To view profiles of our lawyers, facets of investment and business consulting. please visit www.bowmanslaw.com

LUKE HAVEMANN Senior Associate Cape Town, South Africa

T: +27 21 480 7953 E: [email protected]

Luke Havemann is a senior associate in our Cape Town office.

Luke’s interest lies in the provision of solution-focused advice for upstream operations in Sub-Saharan Africa jurisdictions. He has advised IOCs, ministries and agencies and regulars, an NOC, oilfield service companies and other industry-specific entities in a variety of African jurisdictions, including, Chad, Kenya, Mozambique, South Africa and Uganda.

He has BA, LLB and LLM degrees from the University of Cape Town and a PhD in Oil and Gas Law from the University of Aberdeen.

CONTENTS PAGE He speaks Afrikaans, English and Portuguese.

14 Oil and Gas

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15 Antananarivo T: +261 20 224 3247 E: [email protected]

Cape Town T: +27 21 480 7800 E: [email protected]

Durban T: +27 31 265 0651 E: [email protected]

Johannesburg T: +27 11 669 9000 E: [email protected]

Kampala T: +256 41 425 4540 E: [email protected]

Nairobi T: +254 20 289 9000 E: [email protected]

Follow us on Twitter: @Bowmans_Law

www.bowmanslaw.com

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