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, , 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.

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 Our team in Africa

Lizel Oberholzer Lizel is an admitted attorney in South Africa with over 10 years experience in the energy sector in Africa. Her Partner 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 and contributes to legal knowledge in the public domain by authoring articles on the need for shale gas

Contact Lizel for advice legislation in South Africa, the changing royalty on specialised oil and gas regime and other regulatory related articles. matters in Africa.

Practice Focus in Africa:

T: +27 21 480 7868 Lizel focuses on the regulatory field of petroleum

F: +27 21 480 7918 rights, mine health and safety matters and the negotiating and drafting of various Oil & Gas contracts E: [email protected] 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 • 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 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

7 South Africa

Noel Tunbridge Noel Tunbridge is an admitted as an attorney, notary and conveyancer. He practiced as a maritime lawyer Consultant 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 Contact Noel for advice extensive experience in establishing structures in on oil and gas matters in South Africa and for the firm’s international clients Southern Africa. including the regulation, financing and taxation of

operations in South Africa.

T: +27 21 480 7932

F: +27 21 480 7918 Track record highlights: • E: n.tunbridge @bowman.co.za 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 ploration 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 t he Petroleum Products Act, the Petroleum Pipelines Act, the Gas Act of South Africa. 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

9 Kenya

Rainbow Field Rainbow Field (nee Calder) was admitted as a

Director of International Legal Barrister and Solicitor by the Western Australian Supreme Court in 2006. Having worked as a lawyer Services : Coulson Harney 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: Contact Rainbow for advice on local Rainbow’s main practice areas are mergers and compliance of oil and gas acquisitions, mining, energy and resources, matters in Kenya. employment, joint ventures and business formation and advising not-for-profit companies.

T: +254 20 289 9000 Track record highlights: F: +254 20 289 9100 • Origin Energy on offshore oil and gas blocks; E: [email protected] • 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 • 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 Stella is a practising Advocate of the High Court of

Partner : East African Tanzania and holds a Bachelor of Arts in International Relations (Magna Cum Laude) from the United States Law Chambers 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 Contact Stella for advice largest wholesale and retail oil and gas on local compliance of oil distributor; and gas matters in Tanzania. • review and negotiation of Oil and Gas Supply Contracts;

• regulatory compliance in the United Republic of T: +255 22 277 1885 Tanzania; F: +255 22 277 1886 • drafting and negotiating Oil and Gas drilling an E: [email protected] 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 David is the senior partner of AF Mpanga. He holds a

Partner : AF Mpanga 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

Contact David for advice the sector. on local compliance of oil and gas matters in Practice Focus in Uganda: Uganda. David has cultivated a specialization in financial

institutions law, international commercial transactions, T: +256 41 425 4540 corporate governance, as well as mergers and

F: +256 31 226 3757 acquisitions and has experience in the energy, oil and gas sectors. E: [email protected]

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 • 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 .

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 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 • 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 • 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 Our Offices

Bowman Gilfillan Africa Group www.bgafricagroup.com

Johannesburg Bowman Gilfillan Bowman Gilfillan 165 West Street, Sandton, , SA Reserve Bank Building, 60 St George's 2199 Mall, Cape Town P O Box 785812, Sandton, 2146 P O Box 248, Cape Town, 8000 South Africa South Africa

T: +27 11 669 9000 T: +27 21 480 7800 F: +27 11 669 9001 F: +27 21 480 3292 www.bowman.co.za www.bowman.co.za

Nairobi Kampala Coulson Harney Advocates AF Mpanga Unit A, Business Park, Ngong Road, 9th Floor, North Wing, Workers’ House, Nairobi 1 Pilkington Road, Kampala P.O. Box 10643-00100, Nairobi, Kenya PO Box 1520, Kampala, Uganda

T: +254 20 289 9000 T: +256 414 254 540 F: +254 20 289 9100 F: +256 312 263 757 www.coulsonharney.com 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

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