C L A R I D E N 25-26 September 2014 Knowledge for the world business leaders Pan Pacific Hotel, Singapore Oil & Gas Week - Establishing International Joint Venture and Strategic Alliances in the Oil & Gas Industry Faculty Director Ian Tchacos A demonstrated senior-level executive in oil & energy industry, Ian is the Chairman and former Managing Director of 3 publicly-listed oil & energy companies in Australia Currently he serves as the Chairman of Instinct Energy and two other Australia Stock Exchange publiclylisted companies Former Managing Director at Nexus Energy, where he grew the company from $2 million to $1.2billion in market cap Advised and consulted major oil and gas companies including Apache, Shell, KNOC, Seoul City Gas, Santos, Osaka Gas, Bond Corporation Pty Ltd, Hardy Petroleum Ltd, Merlin Petroleum, and many more Ian Tchacos is an oil and gas industry professional with over 30 years of international experience in corporate development and strategy, mergers and acquisitions, petroleum exploration, development and production operations, decision analysis, commercial negotiation, oil and gas marketing and energy finance. Ian is currently the Executive Chairman of Instinct Energy and also Non-Executive Chairman of two ASX-listed companies. Prior to this, he was the Managing Director of Nexus Energy Limited, a Melbourne-based company which is publicly listed on the Australian Stock Exchange. As Managing Director of Nexus Energy, Ian was responsible for the company s development from an onshore AU$ 2 million micro cap explorer to an ASX listed top 200, AU$ 1.2 billion market capitalised offshore producer and operator. Ian was directly responsible for initiating and developing risk based decision making as the basis for exploration, development and production investments. Ian possesses extensive industry contacts as a result of his many years of relationship that he has developed with government authorities, local businesses, and industry professionals. He also has a proven management track record in generating value through his practical and result-focused approach to asset value development, strategy formulation, operational and commercial risk management, portfolio generation, corporate affairs, access to funding and corporate governance.
Oil & Gas Week - Establishing International Joint Venture and Strategic Alliances in the Oil & Gas Industry FACULTY DIRECTOR Ian Tchacos A demonstrated senior-level executive in oil & energy industry, Ian is the Chairman and former Managing Director of 3 publicly-listed oil & energy companies in Australia Currently he serves as the Chairman of Instinct Energy and two other Australia Stock Exchange publiclylisted companies Former Managing Director at Nexus Energy, where he grew the company from $2 million to $1.2billion in market cap Advised and consulted major oil and gas companies including Apache, Shell, KNOC, Seoul City Gas, Santos, Osaka Gas, Bond Corporation Pty Ltd, Hardy Petroleum Ltd, Merlin Petroleum, and many more Ian Tchacos is an oil and gas industry professional with over 30 years of international experience in corporate development and strategy, mergers and acquisitions, petroleum exploration, development and production operations, decision analysis, commercial negotiation, oil and gas marketing and energy finance Ian is currently the Executive Chairman of Instinct Energy and also Non-Executive Chairman of two ASX-listed companies. On top of this, he provides strategic, technical and financial advice to a number of other companies. Recently, he has been engaged by the Society of Petroleum to provide oil and gas investment decision analysis training where he intends to share his extensive experience with young petroleum engineering professionals. Prior to this, he was the Managing Director of Nexus Energy Limited, a Melbourne-based company which is publicly listed on the Australian Stock Exchange. As Managing Director of Nexus Energy, Ian was responsible for the company s development from an onshore AU$ 2 million micro cap explorer to an ASX listed top 200, AU$ 1.2 billion market capitalised offshore producer and operator. Ian was directly responsible for initiating and developing risk based decision making as the basis for exploration, development and production investments. Ian possesses extensive industry contacts as a result of his many years of relationship that he has developed with government authorities, local businesses, and industry professionals. He also has a proven management track record in generating value through his practical and result-focused approach to asset value development, strategy formulation, operational and commercial risk management, portfolio generation, corporate affairs, access to funding and corporate governance. Ian holds a bachelor of Mechanical Engineering and a graduate diploma in Chemical Engineering commencing his professional career as petroleum engineer with significant practical experience in oil and gas developments and exploration. Following a strong technical grounding, Ian progressed to a series of commercial roles gaining experience in project commercialization, marketing, business development, corporate strategy and finance. 2
Oil & Gas Week - Establishing International Joint Venture and Strategic Alliances in the Oil & Gas Industry EXECUTIVE SUMMARY Program: Dates: Location: Oil & Gas Week - Establishing International Joint Venture and Strategic Alliances in the Oil & Gas Industry 25-26 September 2014 (2 days program) Pan Pacific Hotel, Singapore Early Bird 1 (Register & pay by 31 July 2014): Early Bird 2 (Register & pay by 28 August 2014): Regular Tuition Fee: S$3,590 S$3,690 Group discount of 10% for 2nd participant from the same organization. For limited time only by 28 August 2014 register 3 participants and the 4th participant will receive a complimentary seat (One discount scheme applies) Note: GST is applicable only to participants from Singapore registered companies. Check your eligibility for 60% Cash Back at IRAS website. Program Essence: In recent years, the oil and gas industry has seen a significant ramp-up in joint ventures and strategic alliances. Today s joint venture transactions, however, come in so many shapes and sizes that it can be difficult to decide on the optimal arrangement. This comprehensive and interactive two-day program is designed to equip you with the skills to establish a well-structured and balanced JV that will lead to commercial success and new opportunities. Throughout the program, you will ascertain the different types of joint ventures, strategic alliance alternatives and their structure, examine the risks involved when entering a collaboration agreement, learn how to evaluate the individual parties and understand the operator and non-operator rights and responsibilities, and establish your skills for conflict resolution governing law and arbitration. Led by Ian Tchacos, you will be engaged in hands-on exercises, case studies and industry-based scenarios to reinforce your understanding of the concepts learned. Ian is the Chairman and Managing Director of several publicly listed oil & gas companies. As an experienced dealmaker, he has established several key joint ventures and strategic alliances that led Nexus Energy from a $2 million to $1.5 billion rise in market cap. He will show you what are the crucial elements to negotiate for and what are the risks you need to avoid when establishing a JV or strategic alliance. PROGRAM INTRODUCTION 2015. With the scale of organizations, anti-trust concerns and the importance of national energy security, JVs are a useful way of gaining the benefits of collaboration without the economic and political risk associated with a merger and other business combinations. Today s JV transactions come in so many shapes and sizes that it can be difficult to decide on the optimal arrangement to shape a dynamic growth strategy. Thus, it is integral for company to be equipped with the tools and knowledge required to execute successful international joint ventures and alliances. This comprehensive and interactive two-day program is designed to equip you with the skills to establish a wellstructured and balanced JV that will lead to commercial success and new opportunities. Throughout the program, you will ascertain the different types of joint ventures, strategic alliance alternatives and their structure, examine the risks involved when entering a collaboration agreement, learn how to evaluate the individual parties and understand the operator and non-operator rights and responsibilities, and establish your skills for conflict resolution governing law and arbitration. Led by Ian Tchacos, an expert in oil and gas industry with over 30 years of international experience, this program will be delivered using a combination of hands-on exercises, case studies and industry-based scenarios to reinforce your understanding of the concepts learned. 3
Program Details WHO WILL BENEFIT THE MOST This course is designed for professionals involved in establishing or managing joint venture relationships like Commercial Directors/Managers, Business Development Managers, Contract Directors/Managers, Country Managers, New Venture Managers, In-house Counsel and Project Managers and Directors. LEARNING OBJECTIVES Gain a detailed risk-benefit analysis in forming a joint venture Understand the strategy behind joint venture to effectively search for a partner and be able to identify the approach that is right for your company Gain insights into how joint ventures work in practice Discover the tools and techniques that will maximize the long term value of joint ventures for your business Learn how to negotiate with multiple parties including host governments to deliver commercially successful deals PROGRAM OUTLINE DAY ONE Recent Industry Trends and their Impact on Joint Ventures Overview: Why Joint Ventures? Access to technical and managerial skills Risk mitigation and sharing financial capacity Familiarity and acceptance by host governments and contractors Core areas of interest Niche expertise and markets The Current State of Play in the Oil and Gas Industries Global supply and demand fundamentals Corporate drivers and strategies; where to go, what to do? Relationships with host governments Working with National Oil Companies (NOCs) Contrasts of key drivers between IOCs and NOCs Types of Joint Ventures Incorporated joint venture Unincorporated joint venture Marketing Alliance The Role of Joint Venture in the Oil & Gas Industry Joint venture formation considerations Joint ventures operating principles Role of operator Responsibilities and liabilities Partner selection criteria Key elements for successful joint ventures Negotiating and setting up joint ventures key agreements and issues 4
Program Outline & Agenda DAY TWO Strategic Alliances Between National and International Oil Companies National and International Oil Companies Roles and Influence o NOC and IOC reserves and geographic reach o Contemporary models of oil asset ownership and control o Inefficiencies in current roles Strategic Alliance Alternatives Structure for Strategic Alliances The Joint Venture Agreement The key items and issues: Operator and non-operator rights and responsibilities Transition through project life cycle exploration, appraisal and development Sole risk and non-consent provisions Notices, defaults remedies and penalties Voting provisions Force majeure Conflict resolution Governing law and arbitration Competition and free market issues Assignment Pre-emption agreement Abandonment Field unitization and unit agreements Cost control, Cash calls, Reporting, Joint Marketing, Carried interests, Joint venture financing Cost control and management systems The JOA accounting procedure Cash calls, mechanisms/methodologies, notices late payments, defaults, remedies Reporting requirements Approval limits Joint marketing and sales of product Carried interests, farm outs and overriding royalties Currency and FX management issue Raising capital for projects Project finance considerations several or joint financing Competition and free market issues Bank syndicated loans Mezzanine financing and venture capital funding 5
OIL & GAS WEEK - ESTABLISHING INTERNATIONAL JOINT VENTURE AND STRATEGIC ALLIANCES IN THE OIL & GAS INDUSTRY 25-26 September 2014 Pan Pacific Hotel, Singapore REGISTRATION PAGE Booking Contact (Approving Manager) Mr/Mrs/Ms: Job Title: Department: Telephone: Fax: Email: Organization: Address: Postal Code: I would like to receive more information on hotel accommodation using Clariden Global coporate rate. Please Register the following participant(s) for this Program: 1st Participant Name (Mr/Mrs/Ms): 2nd Participant Name (Mr/Mrs/Ms): 3rd Participant Name (Mr/Mrs/Ms): 4th Participant Name (Mr/Mrs/Ms): PROGRAM FEES 1 ST EARLY BIRD FEE: S$3,390 (Registration and payment must be received by 31 July 2014) 2 ND EARLY BIRD FEE: S$3,590 (Registration and payment must be received by 28 August 2014) REGULAR FEE: S$3,690 GROUP DISCOUNT: For 2 registrations from the same company and billing source, the 2nd participant enjoys a 10% discount. For registrations before 28 August 2014 and for 3 or more participants, the 4th participant will receive a complimentary seat Note: GST is applicable only to participants from Singapore registered companies. Important Notice: Payments are required with registration and must be received prior to the Course to guarantee your place. PAYMENT METHODS BY CHEQUE / BANK DRAFT : Made payable to CLARIDEN GLOBAL PTE LTD and mail to: 3 International Business Park, #04-29, Nordic European Centre, Singapore 609927. BY TELEGRAPHIC TRANSFER TO: Bank Name: DBS BANK Bank Branch code: 027 Bank Address: 6 Shenton Way, DBS Building, Singapore 068809 Bank Account No: 027-903583-8 Bank Account name: Clariden Global Pte Ltd SWIFT Code: DBSSSGSG Please note that all bank charges are to be borne by participants. Please ensure Clariden Global Pte Ltd receives the full invoiced amount. Note: Please include invoice number on all payment types and your company s name in your payment instructions for our reference. CREDIT CARD: To make payment by credit card, please call our client services hotline at +65 6899 5030. 4 WAYS TO REGISTER C L A R I D E N Knowledge for the world business leaders Email: admissions@claridenglobal.com Fax: +65 6567 4328 Call: +65 6899 5030 Website: www.claridenglobal.com DATE AND LOCATION This executive program will be held at: Pan Pacific Hotel, Singapore 25-26 September 2014 7 Raffles Boulevard Marina Square Singapore 039595 Tel: +65 6336 8111 The fee for this two-day executive program includes all written materials, lunch and refreshments. HOW TO REGISTER AND PAY An invoice and registration confirmation will be sent within 7 days, please contact us if you have not heard from us within 7 days. Payment can be made by credit card, by bank transfer or by cheque made payable to Clariden Global Pte Ltd. ALL PAYMENTS MUST BE RECEIVED IN ADVANCE OF THE EVENT. ACCOMMODATION Accommodation is not included in the program fee but you will be entitled to use our corporate rate for your accommodation. Information will be sent along with your registration confirmation. ENJOY 60% CASHBACK Productivity and innovation Credit (PIC) scheme allows registered Singaporean businesses to claim 60% cash back or enjoy 40% tax deduction for training. For more information, please visit http://www.claridenglobal.com/pic.php CANCELLATIONS AND SUBSTITUTIONS Once we have received your booking, the place(s) are confirmed. No refunds will be made for any cancellations, however, program credits of equivalent value only applicable for Clariden Global events will be provided. Credits can only be redeemed for 1 program and is valid for only one (1) year from date of issue. Substitution with a qualified candidate is allowed by providing at least 5 working days of advance notice to Clariden Global. One time substitution is allowed with no charges. Subsequent substitutions will be charged 10% admin fee. ALL CANCELLATIONS MUST BE RECEIVED IN WRITTEN FORM PLEASE NOTE: Clariden Global Pte Ltd reserves the right to change the content and timing of the programme, the speakers and the date and venue due to reasons beyond their control. If in the unlikely event that the course is cancelled, Clariden Global Pte Ltd will refund the full amount and disclaim any further liability. ENQUIRIES: If you have any queries about registration or payment please do not hesitate to contact our client services department on +65 6899 5030. PRIVATE DISCLOSURE STATEMENT: Any information provided by you in relation to this event is being collected by Clariden Global Pte Ltd and will be held in the strictest confidence. It will be added to our database for the primary purpose of providing you with information about future events and services. Visit us at www.claridenglobal.com for upcoming events FOR OFFICIAL USE FEE RECEIVED REFERENCE L4110/JN/AS