SECTORS & MARKETS. Energy & Natural Resources

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1 SECTORS & MARKETS Energy & Natural Resources

2 OVERVIEW The dynamic and evolving energy and natural resources sector has seen a rapid rise in its public profile in recent years, as affordable energy, security of supply and climate change concerns have risen up the political agenda. This has led to increasing scrutiny in the pages of newspapers and intense competitive pressure: carbon reduction, energy nationalism, the rush for resources and renewable energy are among the big issues challenging operators in the industry. Meanwhile there is no sign of commercial activity in the sector diminishing, as global demand for energy and natural resources continues to grow. There continues to be a shift in geographic focus to reflect changing patterns of energy supply and demand with the deployment by the industry of new approaches and novel technologies. This has resulted in a definitive trend towards projects in the developing world. Few other industries are so global in their outlook and so fundamental in their impact on everyday lives around the world. Responsive, commercial, customer-focused and willing to go that extra mile for the relationship. Chambers and s Energy companies across the globe are seeking out new ways of harnessing energy or more efficient means of accessing existing supplies. This means that the industry as a whole is embracing change and reconsidering business models, all against a backdrop of increased participation of National Oil Companies in energy markets, global legislative and policy changes, and constant technological innovation. The value and volume of energy transactions and projects in Africa and Latin America continues to expand, while the scale of many opportunities span international boundaries and require the attention of global professional service providers. Asia continues to play a key role for the world s energy companies, as China s need for natural resources keeps growing, particularly for oil and coal. China now uses nearly as much coal as the rest of world combined, according to the US Energy information Agency. What s more, because of the sharp reduction in Japan s nuclear power generation, its increased demands for liquid natural gas are critical to the economics of gas markets worldwide. The long-term outlook for energy investment is undoubtedly strong. Under scenarios published by the International Energy Agency, US$15 trillion of investment will be attracted to the energy sector over the next decade. In a sector that is so expansive yet so sensitive to global political and regulatory change, organisations need to work with lawyers that understand the landscape they are operating in and the commercial and technical issues that they face. Appleby s energy and natural resources lawyers are based in our offices around the world, in key offshore jurisdictions that are significant to the industry such as Bermuda, the British Virgin Islands, the Cayman Islands, Hong Kong, Mauritius and the Seychelles and work closely with onshore advisers located in all relevant jurisdictions. We advise some of the world s largest energy companies, governments, regulators and investors, on all aspects of the industry and related infrastructure projects, from oil and gas, mining and natural resources exploration, through the generation and production chain to final delivery and distribution. 2

3 OUR SERVICES Areas covered include: Joint ventures and disposals Licences, and concessions Public floats, share issues, mergers and acquisitions Project financing Public and private offerings of equity and debt securities Litigation and arbitration Regulatory advice Funds and investment services Our expert team of lawyers is supported by a variety of professionals. This allows us to offer integrated solutions across multiple service areas, and to build tailored, long-standing relationships with our energy and natural resource clients. WHO WE ADVISE AND WHY Appleby has maintained a long historical association with the energy and natural resources industry and is recognised as one of the leading offshore practices advising in this sector. We currently advise the world s top energy and natural resources corporates, governments, regulatory bodies and investors on their most complex projects including oil and gas, refining and petrochemicals, LNG, thermal power, renewables, nuclear and mining. REPRESENTATIVE CLIENTS Royal Dutch Shell Rio Tinto China Investment Corporation Total E&P Dolphin Upstream BP International Goldman Sachs First Quantum Minerals Limited Faberge Limited Ecopetrol Talisman Energy 3

4 WHY APPLEBY Our unparalleled offshore presence Clients don t have to manage a large group of advisers for complex, multi-jurisdictional matters and projects No other firms operating in the offshore market can compete with the depth of our resources and our network of offices International energy and natural resources ventures often incorporate offshore vehicles for the specific purpose of being taken public through an Initial Public Offering on one of the world s listing exchanges. Appleby has vast experience in dealing with the rules and regulations relating to each of the major stock markets Our understanding of the complexities of doing business in the global markets through an offshore lens We have approximately 470 staff, including a team of 80 lawyers, focused on investment into emerging African, Indian and Asian markets. All of them are regularly engaged on corporate and commercial work for our international clients Our integrated and cohesive multi-practice and multi-jurisdictional advice We work on matters, projects and disputes all over the world, including Europe, Africa, Asia, China, USA, Canada, Latin America and Russia. Rarely is our work confined to one country or a single practice area, so we are adept at working as a unified team across our offices and practice disciplines Our relationships with the leading onshore firms in our regions We have a dedicated relationship programme with our counterparts in the leading onshore firms, focused on delivering seamless services to our clients OUR PEOPLE Through our world class team we deliver experience and expertise through a one-firm approach. Our clients get relevant advice in their time-zone. They also benefit from our ability to follow the sun, accessing the skills and expertise of our global network of people to deliver advice and services in the most efficient way We are the only truly global offshore firm that has the ability to assemble a team for each matter with expertise across more than eight offshore jurisdictions, and three major offshore financial centres Our market-leading offshore energy and natural resources practice We have extensive experience throughout the energy and natural resources sector, having advised on all nature of transactions in numerous jurisdictions for a wide variety of clients. Our experience with advising on complex, crossborder energy, natural resource and mining transactions, together with our market knowledge and insights, enables us to deliver cost-effective, high quality service Our track record of advising clients on the most complex and market leading deals and structures During 2013 we advised on a number of the leading offshore deals out of Africa, Asia and India, and our track record has been recognised by independent commentators including Chambers and s and IFLR1000 4

5 REPRESENTATIVE WORK Alliance Group Acted as Bermuda counsel to acquirer Alliance Group as to amalgamation and also on related loan financing and bond repurchase transactions. First amalgamation used in Russia or Sweden. Energy XXI (Bermuda) Limited Acted as Bermuda counsel to Energy XXI (Bermuda) Limited in its US$2.2bn merger with EPL Oil & Gas, Inc., a union that creates the only publically traded, pure-play oil and gas exploration company in the shallow water section of the U.S. Gulf of Mexico. Ecopetrol Acted as Cayman Islands counsel to Ecopetrol in relation to a corporate restructuring of the assets and subsidiaries of Equion Energia Limited (the JV formed by Ecopetrol and Talisman) with a value of in excess of US$218m. P.T. Pertamina Acted as Cayman counsel to Thompson & Knight who represented P.T. Pertamina (Indonesia s state-owned oil company) in its acquisition of stakes in three Algerian oil fields from ConocoPhillips for US$1.75bn, expanding its overseas assets. CEPSA Acted as Cayman Islands counsel to CEPSA who successfully acquired Coastal Energy Company in a US$2.2bn deal, through the successful completion of the merger with Condor Acquisition (Cayman) Limited, a newly-incorporated entity controlled by CEPSA (and in which Strategic Resources (Global) Limited is an investor). CNPC General Capital Limited Acted as BVI counsel for CNPC General Capital Limited, a subsidiary of China National Petroleum Corporation, the largest integrated oil & gas company in the People s Republic of China in relation to the establishment of a US$7bn medium term note programme. China Oil and Gas Group Limited Acting as Bermuda and BVI counsel to China Oil and Gas Group Limited in relation to the issue of senior notes due 2018 in an aggregate principal amount of US$350m. Standard Chartered Bank Provided Mauritius law advice and assistance to Standard Chartered Bank in connection with the US$2.4bn joint acquisition of Videocon s 10% stake in a giant Mozambique gas field that is estimated to hold as much as 65 trillion cubic feet of gas by ONGC Videsh and Oil India. Total E&P Dolphin Upstream Acted as Bermuda counsel to Total E&P Dolphin Upstream in relation to senior secured bonds due 2021 in respect of a Qatari natural gas project financing. The value of the matter is US$3.5bn. 5

6 REPRESENTATIVE WORK Cont d Canadian Gold Mining Company Acted as Jersey legal advisors to one of the largest Canadian gold mining companies in relation to its investment in a Jersey incorporated, AIM listed company. One of the World s Largest Mining Companies Acted as Mauritius legal advisors and carried out high level due diligence on the targeted companies in Mauritius, in connection with one of the world s largest mining companies take-over bid for a company listed on the Australian Stock Exchange, with coal mining operations in Africa. Consortium of Banks Acted as Cayman, Mauritius and Seychelles counsel to a consortium of banks in connection with a US$600m loan to Indonesian miner PT Bumi Resources Tbk for the part prepayment of its US$1.9bn six year loan from the leading sovereign Chinese wealth fund, China Investment Corporation. J.P. Morgan Europe and the Standard Bank of South Africa Provided Jersey law advice to J.P. Morgan Europe and the Standard Bank of South Africa on a US$765m facility agreement with Jersey company Heritage Oil, of which US$550m was used by Heritage to complete its US$850m acquisition of a Nigerian oil block through a joint venture with a local Nigerian company. First Quantum Acted as BVI counsel to First Quantum in connection with an exchange offer and consent solicitation with respect to existing Senior Notes due 2020 and 2021 issued by Inmet Mining Corporation (now FQM (Akubra) Inc.) pursuant to which Akubra issued approximately US$2.2bn new Senior Notes. Standard Bank plc Acted as Bermuda counsel to Standard Bank plc in relation to a US$250m pre-export finance facility and a US$150m revolving credit facility for a minerals exploration and development company listed on AIM. Katanga Mining Limited Acted as BVI, Guernsey and Isle of Man counsel to Katanga Mining Limited in relation to the preparation and review of agreements senior secured term facilities totalling US$3bn by its parent company to fund an expansion by one of its joint ventures to increase copper production in Africa. Faberge Limited Acted as Cayman counsel for Faberge Limited in relation to its US$142m acquisition by Gemfields plc of 100% of the shares of Faberge Limited. The acquisition was undertaken by way of merger with a newly incorporated Cayman entity wholly owned by Gemfields plc. 6

7 KEY CONTACTS Hong Kong Cameron Adderley Global Practice Group Head Jersey Wendy Benjamin +44 (0) BVI Andrew Jowett Counsel Isle of Man Faye Moffett +44 (0) Cayman Simon Raftopoulos Mauritius/Seychelles Malcolm Moller Guernsey Jeremy Berchem Group +44 (0)

8 ABOUT APPLEBY Appleby is one of the world s leading offshore law firms. The Group has offices in the key offshore jurisdictions of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Isle of Man, Jersey, Mauritius, and Seychelles, as well as a presence in the international financial centres of Hong Kong and Shanghai. Appleby has been ranked as one of the world s largest providers of offshore legal services in The Lawyer s 2016 Offshore Survey. With over 470 people, including lawyers and professional specialists, across the Group, Appleby delivers sophisticated, specialised services, primarily in the areas of, Dispute Resolution, Private Client and Trusts, Regulatory and Property. The Group advises public and private companies, financial institutions, and high net worth individuals, working with these clients and their advisers to achieve practical solutions, whether in a single location or across multiple jurisdictions. applebyglobal.com This publication is for general guidance only and does not constitute definitive advice. Appleby Global Group Services Limited SB14