OIL AND GAS - Bowmans Law · 06 Our Oil and Gas Sector ... • Sasol Petroleum International and its joint venture partners, ... empowerment transactions

OIL AND GAS

2

Contents

04 Our Firm

05 Our Footprint in Africa

06 Our Oil and Gas Sector

07 Our Experience Highlights

12 Our Oil and Gas Team

3

Oil and Gas

3

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.

With seven offices in five African countries and over 400 specialised lawyers, we

are differentiated by our geographical reach, independence and the quality of legal services we provide.

We draw on our unique knowledge of the African business environment and in-depth understanding of the socio-political climate to advise clients on a wide range of legal issues. Our aim is to assist our clients in achieving their objectives as smoothly and efficiently as possible while minimising the legal and regulatory risks.

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

Our expertise is frequently recognised by independent research organisations. We have been named Africa Legal Adviser by DealMakers for the last two consecutive years (2014 and 2015) and South African Law Firm of the Year for 2016 by the Who’s Who Legal. Most recently we won the Banking, Finance and Restructuring Team of the Year, the Employment Team of the Year, and the Property Team of the Year awards at the prestigious African Legal Awards hosted by Legal Week and the Corporate Counsel Association of South Africa in 2016.

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BOWMANS

Bowmans offices

Relationship firm

Francophone Africa coverage

Significant transaction or advisory experience

SOUTH AFRICA

MADAGASCAR

NIGERIA

KENYA

UGANDA

TANZANIA

Bowmans offices

Relationship firm



SOUTH AFRICA

MADAGASCAR

NIGERIA

KENYA

UGANDA

TANZANIA

Bowmans offices

Relationship firm



We provide integrated legal services throughout Africa from seven offices

(Antananarivo, Cape Town, Dar es Salaam, Durban, Johannesburg, Kampala and Nairobi) in five countries (Kenya, Madagascar, South Africa, Tanzania and Uganda).

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, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Congo Republic, Democratic Republic of Congo, Gabon, Guinea, Ivory Coast, Mali, Mauritania, Niger, Rwanda, Senegal 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.

Our Footprint in Africa

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5

Oil and Gas

Through our offices in Africa, we bring together lawyers with a wealth of experience from across emerging and mature hydrocarbon provinces in Anglophone, Francophone and Lusophone Africa.

Our Oil and Gas Sector

We provide commercially

focussed legal advice that

compares favourably at all

levels with legal services

available in London,

Paris and New York: in

execution, delivery, technical

excellence and on price.

We recognise that there are many inter-connected challenges for investors in the hydrocarbons industry in Africa, not least the various licensing and regulatory frameworks, 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.

Our advisory experience covers upstream, midstream and downstream. We also have significant experience dealing with the oil and gas legislative environment across Africa, including exploration and production rights and all aspects of local regulatory frameworks.

We can work in key jurisdictional languages, including French, Portuguese and Spanish, adding to our ability to facilitate cross-border and inter-governmental negotiations.

Our oil and gas specialists are supported by a wider sector group comprised of internationally recognised lawyers in the areas of tax, forensics, corporate, M&A, project finance, infrastructure, projects, and ports and shipping law. We can 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.

Our clients include NOCs and IOCs operating throughout the oil and gas value chain as well as government agencies and regulators.

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BOWMANS

We have advised: • Africa Energy on its acquisition of a

participating interest in Block 2B South Africa.

• Afren plc with regard to its farm-in into an exploration block in Madagascar.

• Anadarko Petroleum Corporation regarding various South African regulatory applications and approvals, and have provided general advice on constitutional and administrative law, as well as fiscal stability agreements.

• A.P. Möller-Maersk Oil, acting as local counsel in its acquisition of half of Africa Oil Corporation's participation in three blocks in northern Kenya.

• BHP Billiton (GB) on the acquisition of a 90% participating interest in the technical cooperation permit over South African deepwater Block 3B/4B, as well as the subsequent conversion thereof to an exploration right.

• BP in relation to its South African black economic empowerment transaction in terms of which Kapela Investments and BPSA Education Foundation acquired shareholdings in BP South Africa.

• Bundu Gas and Oil Exploration on its application for an exploration right to explore for shale gas in the Karoo Basin of South Africa.

• Cairn India Group on its farm-in agreement offshore Block 1 South Africa, including drafting relevant applications for approvals by the Minister of Mineral Resources.

• Chevron in relation to the acquisition of an exploration right in South Africa.

Our Experience Highlights*

• Chicago Bridge & Iron, a multinational EPC contractor, on various legislative developments affecting a proposed LNG project in Mozambique.

• China National Offshore Oil Corporation on the farm-in of one third of Tullow Oil’s interest in three oil exploration blocks in Western Uganda.

• Compañía Española de Petróleos on its farm-in into two onshore blocks in Kenya, providing regulatory, corporate and competition law advice and helping to establish a local presence.

• DL Toll, an Australian support services provider, on the regulatory regime governing Uganda’s oil sector.

• Dragon Oil (International) Ltd, a UAE-based E&P company, on particular aspects of a Kenyan production sharing contract.

• Eiffage Consortium on its BOOT bid submission for the Kenya (Eldoret) to Uganda (Kampala) oil pipeline.

• Elephant Oil on the negotiation, drafting and execution of a PSC in Benin.

• Eni on licensing requirements in respect of the import and trade of petroleum products under South African law.

• ExxonMobil in the negotiation and drafting of a farm-in agreement in South Africa, together with advice on regulatory approval processes and fiscal stability agreements.

• Falcon Oil and Gas on its application for an exploration right to explore for shale gas in the Karoo Basin of South Africa.

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7

Oil and Gas

• Halliburton in relation to the advent of a shale gas industry in South Africa, including providing analyses of existing and proposed regulatory frameworks; formal submissions on the proposed laws to the Department of Mineral Resources (DMR) and the Petroleum Agency of South Africa (PASA); and, appearing before PASA, as well as the Parliament of South Africa’s Portfolio Committee on Energy, regarding the proposed regulatory developments.

• Halliburton in relation to competition approvals in various African jurisdictions, including Cameroon, DRC, Egypt, Ethiopia, Kenya, Libya, Nigeria, Tanzania and Uganda, where approvals were required to implement the USD 34.6 billion acquisition by Halliburton of shares in Baker Hughes.

• Hosken Consolidated Investments, a black empowerment investment company, in relation to the acquisition of a 20% stake in Impact Oil and Gas, which included an analysis of various transactional documents relating to the acquisition of acreage in Gabon, Namibia, South Africa and the Senegal/Guinea Bissau Joint Development Zone.

• Kenya Petroleum Refineries on capital raising initiatives for the modernisation and expansion of their Mombasa refinery, as well as the sale of shares to Essar Energy for the redevelopment of the oil refinery.

• Kinetiko Energy (Australia) on its applications for technical cooperation permits relating to South African coal-bed methane reserves.

• Marathon Oil, assisting with the acquisition of interests in certain Kenyan blocks, which included a due diligence into the relevant title documents and the setting up of a local presence.

• Ministry of Energy and Mineral Development (Uganda) and WorleyParsons regarding the preparation of the national midstream strategy for the transportation and storage of petroleum in Uganda. The advice involved drafting all of the legal aspects of the strategy, the development of which

included engaging with Uganda’s Petroleum Exploration and Production Department (PEPD) on a wide variety of midstream-related matters, and the preparation of detailed analyses of the existing and proposed legislative and regulatory frameworks governing Uganda’s upstream, midstream and downstream sectors.

• Molopo South Africa Exploration and Production on applications for the renewal of onshore exploration rights and an application for an onshore production right, as well as negotiations with black economic empowerment partners.

• Murphy Oil Corporation in its dealings with the Government of Congo-Brazzaville in relation to a PSC.

• National Oilwell Varco on aspects of its local content-related proposed operations in Uganda. Similar advice was provided to Halliburton vis-à-vis its South African operations.

• New African Global Energy on its application for an offshore exploration right over South Africa’s Algoa Gamtoos Basin.

• Ophir in relation to its Madagascan operations since its original farm-in, including reviewing the PSC and advising on various operational requirements.

• PetroSA, the national oil company of South Africa, on its financial provisioning obligations vis-à-vis the decommissioning of its offshore operations, as well as on proposed guidelines for well abandonment and decommissioning relative to, amongst other things, South Africa’s obligations under international law and recent developments in best international practice.

• Puma Energy on its acquisition of an LPG terminal in Cotonou, Benin, and in relation to its acquisition of a majority stake in Brent Oil (Pty) Ltd.

• Sasol Petroleum International and its joint venture partners, Chesapeake and Statoil, on its application for a technical CONTENTS PAGE

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BOWMANS

co-operation permit to study shale gas in the Karoo Basin of South Africa.

• Sasol Petroleum International, BHP Billiton and PetroSA in relation to the formation of the joint venture for the development of Block 3A/4A offshore South Africa and in the application for the grant of an exploration right.

• Sasol in drafting and negotiating a farm-out agreement with Eni in South Africa, including advice on the implementation of broad-based black economic empowerment transactions.

• Schlumberger on general queries relating to operations in Kenya and Uganda.

• SOHI Gas Lamu Ltd, SOHI Gas Dodori Ltd and Dynamic Global Kenya Ltd on PSCs in Kenya.

• Sterling Energy plc, an AIM listed E&P company, in relation to all of its matters in Cameroon and Madagascar.

• Total on the drafting and negotiation of a farm-in agreement with Canadian Natural Resources in relation to Total’s acquisition of 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.

• Tullow Oil plc in relation to its operations in Gabon, Guinea and Madagascar, including the possibility of declaring force majeure

under a Guinean PSC and the reviewing of all of Tullow’s operations in Gabon relative to the successful issuing of a USD 650 million high yield bond.

• Vitol Group and Helios Investment Partners in relation to their acquisition of all of Shell’s downstream assets in Guinea, Madagascar and Uganda.

• Vivo Energy Uganda Ltd, where we were retained as local counsel to advise on a wide range of legal issues.

• Williams Kherkher LLP on a Chadian concession-related dispute between two IOCs. The advice was by means of an opinion, which involved an analysis of, amongst other things, the concession, the Chadian Civil Code and the Chadian Petroleum Code, and which was found, by the Supreme Court of Texas, to be persuasive. * includes some experience gained

prior to joining Bowmans

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Oil and Gas

* As at the end of 2015. Source: BP

^ Trillion cubic feet.

/ Decrease/ Increase in proved/

produced reserves.

% Percentage of global proved

reserves/ production.

206 883 1 547

473 1 957 3 613

482 1 738 3 174

325 1 252 2 333

285 811 1 886

African Rig Count - July 2016~

Algeria 55

Egypt 27

Kenya 10

Angola 5

Nigeria 5

Congo 1

Ivory Coast 1

Ghana 1

Liya 1

Morocco 1

Tunisia 1

RIG COUNT

2016*

2011

2006

2001

1996

937 81 4.18% 220 23.47% 319 34.04% 109 11.63%

1183 75 6.33% 252 21.30% 441 37.27% 128 10.81%

954 63 6.60% 228 23.89% 326 34.17% 81 8.4%

756 52 6.87% 160 21.16% 265 35.05% 90 11.9%

790 82 10.3% 179 22.65% 280 35.44% 114 14.4%

* Figures for active rigs as at August of each of the relevant years. Source: Baker Hughes.

^ USA & Canada excluded on account of shale boom.

/ Decrease/ Increase in number of rigs or percentage of the global rig count.

% Percentage of global rig count (excl. USA & Canada).

~ Source: Petroleum Africa.

RESERVES

GAS

1996 2016

AFRICA

GLOBAL GLOBALAFRICA EUROPE CANADA USAASIA-PACIFIC LATIN AMERICA(EXCL. USA &

CANADA)^(EXCL. USA &

CANADA)

GLOBAL Gas - Proved Reserves 2015

Africa

Africa %

Global

Global^ %

PROVED^ PRODUCED°

497.94 7.54% 7.479 5.98%

515.59 7.87% 7.476 6.41%

497.94 8.91% 6.801 6.66%

462.62 8.52% 4.831 5.49%

360.2 8.25% 3.227 4.12%

2015*

2011

2006

2001

1996

6 600.31 124.96

6 547.34 116.53

5 586.78 102.10

5 427.86 87.84

4 361.36 78.23

PROVED RESERVES & RIG COUNT*

Gas Oil Rigs

1996 8.25% 6.5% 10.3%

2015 7.54% 7.60% 4.18%

* Rig count (excl. USA & Canada) and proved oil and gas

reserves as percentages of global totals as at August 1996 and

August 2016. Sources: Baker Hughes & BP.

8.25%

7.54%7.60%

6.5%

10.3%

4.18%0

2

4

6

8

10

12

Gas

Oil

Rigs

1996

2015

PROVED^ PRODUCED°7.54%

* As at the end of 2015. Source: BP

^ Thousand million barrels.

° Thousand barrels daily.

/ Decrease/ Increase in proved/

produced reserves.

% Percentage of global proved

reserves/ production.

OIL AFRICA GLOBAL Oil - Proved Reserves 2015

Africa

Global

PROVED^ PRODUCED°

129.1 7.60% 8 375 9.13%

125.2 7.47% 8 548 10.16%

116.9 8.44% 10 011 12.13%

96.7 7.4% 7 861 10.45%

74.9 6.5% 7 447 10.66%

2015*

2011

2006

2001

1996

1 697.6 91 670

1 675.3 84 097

1 383.7 82 487

1 305.4 75 162

1 148.8 69,846

PROVED^ PRODUCED°

92.4%

7.60%

92.46%

10.3% 4.18%

95.82%89.7%

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10

Other2%

Other2%

Other2%East Africa

3%

East Africa3%

East Africa4%

* Source: BP.

˜ Source: ExxonMobil.

^ Thousand million barrels.

° Trillion cubic feet.

/ Increase/ Decrease in production.

% Percentage of global or

regional production.

2011 Jurisdiction Tcf

1. Nigeria 186.88

2. Algeria 159.00

3. Egypt 77.20

4. Libya 54.68

5. Angola 10.94

6. Cameroon 4.77

7. Mozambique 4.50

8. Congo Brazzaville 3.20

9. Sudan 3.00

10. Tunisia 2.30

Total 506.47

2016 Jurisdiction Tcf

1. Nigeria 180.49

2. Algeria 159.05

3. Mozambique 100.00

4. Egypt 77.28

5. Libya 53.15

6. Angola 10.88

7. Cameroon 4.77

8. Congo Brazzaville 3.20

9. Sudan & S. Sudan 3.00

10. Tunisia 2.30

Total 594.12

GAS: AFRICA’S TOP TEN JURISDICTIONS*

2020 2030 2040

* “Estimated Proved Reserves”

Source: Oil & Gas Journal

PREDICTED OIL & GAS PRODUCTION*

AFRICAN GAS° PRODUCTION BY REGION˜

OIL PRICE & AFRICAN RIG COUNT

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

African Rig Count as a % of Global Rig Count (excl. USA & Canada)

10.3% 6.87% 6.6% 5.7% 6.33% 4.18%

200

140

120

100

80

60

40

20

0

1996 2006 20112001 2008 2016

Oil Price

Rig Count

Rig Count (%)

North Africa72%

West Africa23%

North Africa53%

West Africa42% North

Africa46%

West Africa48%

GAS°

142.86 153.15 164.24 175.29

8.34 5.84% 8.82 5.76% 10.22 6.22% 12.86 7.33%Africa

Global

2020 2025 2030 2035

OIL̂

33.01 34.4 35.4 35.9

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

Global

2020 2025 2030 2035

Angola

CongoCameroon Sudan

Tunisia

Moz.

Libya

Egypt

Algeria

Nigeria

SudanCameroon

AngolaTunisia

Libya

Egypt

Moz.

Algeria

Nigeria

Congo

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Our Oil and Gas Team

DAVID FORFAR

Head of Oil and GasCape Town, South Africa

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

PENUELL MADUNA

Chairman of Oil and GasJohannesburg, South Africa


David Forfar heads our Oil and Gas Sector.

David Forfar specialises in upstream oil and gas

matters with a particular focus on production sharing

agreements, concessions and host government

instruments, as well as regulatory and compliance-

related issues in Africa.

Prior to joining Bowmans, David was based in

Aberdeen, Scotland, where his experience included

time as a senior legal counsel for Canadian Natural

Resources International. He has provided extensive

advice in relation to a variety of African jurisdictions,

including: Cote d’Ivoire, Gabon, Mozambique and

South Africa.

David trained and practised as a lawyer with the

Energy, Transport and Infrastructure Group at Ashurst

in London.

David has BA and PhD, degrees from the University of

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.

Penuell Maduna is the chairman of our Oil and Gas

Sector and deputy chairman of the firm. He is also the

former South African Minister of Mineral and Energy

Affairs, as well as the former Minister of Justice and

Constitutional Development and the Deputy Minister of

Home Affairs. Currently, Penuell also holds the position

of deputy chairman of Sasol Oil (Pty) Ltd.

Penuell has many years of experience acting as

an adviser to the South African oil and gas sector,

including his having acted as chairman for Tshwarisano

LFB Investment (Pty) when it acquired a 25%

shareholding in Sasol’s liquid fuel business for

ZAR 1.45 billion, which was one of the first major black

economic empowerment transactions in the sector.

Penuell has an LLB from the University of Zimbabwe,

a B.luris from the University of South Africa, an LLM

from the University of the Witwatersrand, an LLD from

the University of South Africa and a Higher Diploma

in Tax Law.

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BOWMANS

JOHN FFOOKS

Head of Francophone AfricaAntananarivo, Madagascar


John Ffooks is the head of Francophone Africa

at Bowmans.

He has considerable experience in oil and gas-related

acquisitions and disposals, as well as the project

finance and real estate aspects of natural resource

projects. John has provided PSC and other industry-

specific advice to E&P companies in a variety of

jurisdictions including Guinea and Benin.

John is familiar with the specific legal and business

cultures across Francophone Africa (including West

African OHADA countries) and has extensive first-

hand experience of their legal systems.

John is ranked by IFLR 1000 as a leading lawyer for

matters in Congo-Brazzaville. He also features as a

ranked lawyer in Chambers Global for work conducted

in Chad, Guinea and Madagascar.

Rainbow Field is a director in our Nairobi office.

She specialises in, amongst other things, mergers and

acquisitions, joint ventures and business formation-

related matters. Rainbow has advised IOCs on the

acquisition of interests in Kenyan acreage and on a

variety of industry-related regulatory matters.

Rainbow has been recognised by IFLR 1000 as a

leading lawyer in the natural resources sector and by

Chambers Global 2016 as a foreign expert in natural

resources law.

She has a B.Com and LLB degrees from Murdoch

University, Western Australia, where she was admitted

as a barrister and as a solicitor.

RAINBOW FIELD

DirectorNairobi, Kenya


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Oil and Gas

DANIEL GANTUNGO

Senior AssociateKampala, Uganda


LUKE HAVEMANN

Senior AssociateCape Town, South Africa


Daniel Gantungo is a senior associate in our

Kampala office.

Before joining Bowmans, Daniel was a State Attorney

in Uganda’s Ministry of Justice and Constitutional

Affairs/Attorney General’s Chamber. Daniel has

also worked in the departments of Energy and

Infrastructure and Dispute Resolution of King & Wood

Mallesons LLP (formerly SJ Berwin) in London under

the auspices of the International Lawyers for Africa

(ILFA) Programme. He has also undertaken mini-

pupillage training with Keating Chambers, London.

His work involves a broad range of commercial/

corporate advisory services in energy, oil and gas,

mining, mergers and acquisitions, taxation and other

facets of investment and business consulting.

Aaron Ohm is a candidate attorney in our Cape

Town office.

Since joining Bowmans, Aaron has undertaken substantial

research on legislation affecting the hydrocarbon sector

in South Africa. He has been exposed to, and become

familiar with, a variety of specialised oil and gas-related

agreements, including joint operating agreements.

Aaron has a B.Sc from Handong Global University and

an LLB from the University of Cape Town.

He speaks English and Korean.

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.

He speaks Afrikaans, English and Portuguese.

AARON OHM

Candidate AttorneyCape Town, South Africa


To view profiles of our lawyers,

please visit www.bowmanslaw.com

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BOWMANS

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Oil and Gas

Antananarivo


Cape Town


Dar es Salaam


Durban


Johannesburg


Kampala


Nairobi


Follow us on Twitter:

@Bowmans_Law

www.bowmanslaw.com

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OIL AND GAS - Bowmans Law · 06 Our Oil and Gas Sector ... • Sasol Petroleum International and its joint venture partners, ... empowerment transactions