PRESENTS

THE PILOT PHASE FOR THE ALSF ACADEMY TRAINING

DATE: 15th October 2018 – 20 October,2018

VENUE: PARK INN HOTEL, KIGALI, RWANDA

ABOUT US

Venue: Park Inn Hotel, Kigali, Rwanda

Date: 15th October 2018 – 20th October 2018

THE PILOT PHASE FOR THE ALSF ACADEMY

TRAINING

EALS Institute EALS Institute is located in Arusha, at the heart of the East African Community. It is run by a dedicated secretariat attached to EALS. Set up in 2017 under the EALS strategic plan 2017-2021, the institute has been instrumental in spearheading cutting-edge training activities for lawyers in the region. The Institute focuses on emerging areas of practice and globally-cutting sectors not traditionally attended to by national training. Since its establishment, the EALS Institute has emerged as a leader in legal resource training in the region. The Institute has so far concluded high-level international training on FIDIC Contracts, Forensic Evidence, Business and Human Rights, and International Arbitration, among other areas.

African Legal Support Facility The African Legal Support Facility is an International public organization dedicated to providing legal advice and technical assistance to African countries in matters pertaining to creditor litigation and complex commercial transactions. The ALSF was established “to provide technical legal assistance to African countries to strengthen their legal expertise and negotiating capacity” and to “strengthen legal capacity building process in African countries.” The ALSF since its inception in 2010 has funded and initiated several advisory services, vulture fund litigation, capacity building initiatives and knowledge management products. It has been noted over time that there is increasing need for enhancement of negotiation skills for complex commercial transactions and increased involvement of African lawyers in such negotiations.

ALSF Academy Founded in 2017, ALSF Academy is a specialized training unit of the African Legal Support Facility and is hosted by the East Africa Law Society in Arusha, Tanzania. ALSF Academy was formally unveiled by the leadership of Africa Legal Support Facility and the President of the Republic of Uganda, during the opening ceremony of the 22nd East Africa Law Society Annual Conference in Entebbe. Through ALSF Academy, we aim at training lawyers from Southern Africa, West Africa and East Africa on complex contracts, oil and gas, international trade and other emerging areas of law.

East Africa Law Society Founded in 1995, East Africa Law Society is the regional umbrella Bar Association of the legal profession in East Africa, bringing together the Law Society of Kenya, Burundi Bar Association, Tanganyika Law Society, Rwanda Bar Association, Uganda Law Society and Zanzibar Law Society. We are currently in the process of admitting the South Sudan Bar Association into our membership. Our work focuses on promoting regional integration of the East African Community, Regional Trade and Investment, Rule of law, Good Governance, Human Rights and Professional Development of our members and other professionals. We work closely with governments as well as non-governmental bodies to realize these objectives. We have formal Observer Status with the East African Community and the African Commission on Human and Peoples’ Rights, and provide useful assistance to authorities towards realizing the Sustainable Development Goals (SDGs) in Africa.

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APPLICATION

The Training Program The ALSF in collaboration with its partners like the East African Law Society (EALS), Southern African Development Community Lawyers Association (SADCLA) and the International Training Centre in Africa for Francophone Lawyers (CIFAF) and other development partners have designed a pan African skills enhancement program for African lawyers called the ALSF Academy Project. The Project will contribute to their respective efforts in building capacity for their members and deepening their legal expertise and negotiating capacities, particularly in the areas of natural resources and extractives industries, investment agreements and public private partnerships including large scale infrastructure as well as other related complex commercial and business transactions. The project is divided into three components that is the ALSF Academy Program; the ALSF Academy Accreditation Process and the ALSF Academy Capacity Building Portal. The ALSF Academy has designed high quality and sustainable training programs in key sectors for Africa for government officials, corporations and private practitioners. The training program is divided into three the Introductory, Intermediate and Advanced stages and the programs utilize a combination of the national and regional workshops and e-training courses. The ALSF Academy Capacity Building Portal will be an online tool used to disseminate knowledge to African government officials and lawyers on the key sectors and utilize online resources like model agreements, guides and sector specific publications to enhance their specialized knowledge. The inaugural in-person training will be held from 15th October to 20th October 2018 in Kigali, Rwanda. The training will host lawyers from East as well as Southern Africa. To ensure personal attention to the delegates, the class size has been kept at maximum of 30, evenly distributed between the two regions. The training will cover various areas as set out below. A highly skilled team drawn from various organizations and International Law Firms globally will provide the in-person training.

NOTE: This initial training is a pilot project to inform the structure of future in-person and online training under the program.

Venue: Park Inn Hotel, Kigali, Rwanda

Date: 15th October 2018 – 20th October 2018

THE PILOT PHASE FOR THE ALSF ACADEMY

TRAINING

Application The focus of the project is to build capacity of the legal profession. The project therefore focuses on development of young lawyers as the future resource for governments, corporations and the legal profession. The selection criteria is highly competitive given the limited chances and shall consider only applicants with the following qualifications: Young lawyers aged less than 35 years, and having between 2-5 years of experience post-qualification. An applicant must be of good standing with his/her professional society; Demonstrated interest in the areas of training by submitting a brief motivation (not more than 200

words) detailing their suitability for the training. Female candidates as well as persons from minority groups are encouraged to apply.

What We Provide To enable you benefit from the training, we shall provide the following support: Standard bed and breakfast accommodation at

the training venue or another suitable location; Day meals and refreshments; Conference materials. Selected candidates will be required to meet their travelling costs to the training venue. Given budget constraints, we are not providing transportation in any form to candidates.

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Application Process Applications should be received by us not later than 5th September, 2018 5:00pm Kigali time. Applications should be made strictly by email to training@ealawsociety.org and should comprise the following: 1. A motivation letter (not more than 200-words); 2. The applicant’s bio (single page one-sided); 3. Letter of support from the national law society indicating that the applicant

is in good standing; 4. Relevant testimonials attesting to the applicant’s professional and

intellectual abilities, and suitability for the training; 5. Demonstrable ability to communicate effectively in English. Note: Only applicants who are paid up members of East Africa Law Society will be considered.

What to Expect After Application Your application will be received and reviewed by our team. Only those applications that contain all required information/documents shall be considered. The preliminary review will also determine if an applicant is qualified under the above criteria to submit the application. After preliminary review, shortlisted candidates will be subjected to the second stage of the evaluation process that will consider the merits of their application. Selected candidates will be invited to submit an undertaking that they will complete the training. Where a candidate fails to make the commitment, an alternate candidate will be considered on merit. Due to large volumes of application, we may not enter correspondence with every applicant. If you do not hear from us by 15th September, please consider your application as not successful.

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Venue: Park Inn Hotel, Kigali, Rwanda

Date: 15th October 2018 – 20th October 2018

THE PILOT PHASE FOR THE ALSF ACADEMY TRAINING

COURSE OUTLINE

Day 1 - Sovereign Debt –Pari Passu Consulting Day 2 - Power –Trinity LLP Time/Module Activity Time/Module Activity

07:30 -08:00 hrs Registration of participants 08:00-08:30 hrs Registration of participants

08:00 -08:30 hrs Opening ceremony and welcome Statement

Module 1 08:30 -09:30 hrs

Introduction and Background of Sovereign Debt Brief History of sovereign debt in Africa Relevance and purpose of sovereign debt Forms/types of sovereign debt Examples of African sovereign debt issuances and

credit facilities Challenges, advantages and disadvantages Key stakeholders/players/parties African sovereign debt : today and tomorrow Practical exercise

Module 1 08:30-09:30 hrs

Introduction and Background of Power in Africa Brief History of electricity access in Africa Overview of the impact of electricity

access/price for the continent’s economic development and current state of affairs

Power industry structure Practical exercise

Module 2 09:30 –10:30 hrs

Key concepts Introduction of key terms, nomenclature and

concepts Types of sovereign debt instruments: short term,

medium term, long term Bonds versus credit facilities (advantages,

disadvantages, structural and procedural differences, etc.)

Other forms of sovereign debt Seniority/ranking of debt Contractual structure Practical exercise

Module 2 09:30 –10:30 hrs

Power Projects and Key Concepts Overview of power market structures, systems and

processes Introduction of key terms, nomenclature and

concepts Introduction to the legal structure for IPP projects

(SPV, sponsors, lenders, government agencies, utilities, government, etc) and contractual documentation

Project cycle of an IPP transaction (from prefeasibility studies to first delivery of electricity)

Practical exercise

10:30 –10:45 hrs Coffee Break 10:30 –10:45 hrs Coffee Break

Module 3 10:45-11:45 hrs

Legal framework Treaties, conventions, investment laws, regulatory

institutions and regimes, etc. Associations, international organizations, rating

agencies Practical exercise

Module 3 10:45-11:45 hrs

Legal Framework Power sector legal framework: Investment treaties

and laws, ministries, procurement laws, electrification and other regulatory agencies, institutions and regimes, etc.

Typically required approvals, consents, permits and licenses for an IPP project

Various bodies deciding on the tariff and the implications of a non-cost reflective tariff

Practical exercise

Module 4 11:45-12:45 hrs

Introduction to Bond Issuance Process and Principal Documentation Sovereign debt capital markets infrastructure Overview of key documentation Overview of drafting and negotiation process

Module 4 11:45-12:45 hrs

Power Transmission and Distribution

Understanding and assessing demand (peak vs off-peak demand, projection of the demand growth, etc.)

Conducting due diligence Bond redemption Practical exercise

From the power plant to customers Technical limits of power grids (frequency

variation, baseload generation, etc.) Bundled versus unbundled systems

(overviews/risks and challenges) Practical exercise

12:45 -13:45 hrs Lunch break 12:45 -13:45 hrs Lunch break

Module 5 13:45 –14:45 hrs

Introduction to Credit Facilities and Principal Documentation Types of sovereign credit facilities Lending institutions and processes Structure/key differences Overview of key documentation Overview of drafting and negotiation process Conducting due diligence (what is it, why it is

important, what to look for, how to conduct) Security/collateral and collateral management Repayment/pay off Practical Exercise

Module 5 13:45 –14:45 hrs

Source of Power Overview of renewable resources (wind, solar,

hydroelectric, biomass, geothermal, etc.) Overview of non-renewable resources (petroleum,

natural gas, coal and nuclear) Mapping energy sources on the continent and

introduction to the concept of energy mix Advantages and disadvantages of each energy

source Practical Exercise

Module 6 14:45 –15:45 hrs

Understanding Risks and Challenges Currency risks/debt servicing Interest rate risks/ cost of borrowing Foreign exchange risks Liquidity risks Debt : GDP ratio Outlining/monitoring use of funds Predecessor debt Practical exercise

Module 6 14:45 –15:45 hrs

Procurement of IPP Why and when to favour an IPP approach Different approaches to IPP procurement Benefits and challenges of sole-source

procurements Benefits and challenges of competitive

procurements Practical exercise

15:45 –16:00 hrs Coffee Break 15:45 –16:00 hrs Coffee Break

Module 7 16:00–17:00 hrs

Debt and Development

Impact of debt on society Identify, measuring, managing risk (overview) Debt distress Importance of use of funds (e.g. infrastructure

development, health and education, etc.) Finance economic development (direct and indirect

contributions) Financial market development (increased investor

base, creating pricing benchmarks) Case study

Module 7 16:00–17:00 hrs

Overview of Environmental and Social Considerations

Local and community impact Resettlement/relocation Local content (policies, regulations,

employment, technology and skills transfer, training, etc.)

Health and safety Environmental (e.g. biodiversity, climate,

pollution, etc.) Worker rights Gender issues Case study

Module 8 16:00–17:00 hrs

Introduction to Dispute Resolution in Sovereign Debt What might go wrong? Sovereign specific considerations Introduction to vulture fund litigation and sovereign

debt related to arbitration Case study

Module 8 16:00–17:00 hrs

Introduction to Power Purchase Agreements & Sovereign Guarantees Anatomy of the Power Purchase Agreement Introduction to sovereign guarantees Overview of the drafting, reviewing and

negotiation process Practical Exercise

Day 3 - Mining –Herbert Smith Freehills Day 4 - Infrastructure/PPPs –Norton Rose Fullbright Time/Module Activity Time/Module Activity

08:00- 08:30 hrs Registration of participants 08:00- 08:30 hrs Registration of participants

Module 1 08:30 -09:30 hrs

Introduction to Mining and Mining Law Brief history of mining in Africa Mining today? Why understanding mining is important to African

lawyers Mining Industry structure (including key

players/stakeholders, sector organization, Africa specific challenges

Funding sources Practical exercise

Module 1 08:30- 09:00 hrs

Introduction to PPP in the infrastructure sectors Andrew Buisson

What is PPP? What infrastructure sectors and countries use PPP?

Market observations Why use PPP for infrastructure projects?

Advantages and disadvantages

Module 2 09:30– 10:30 hrs

The Mining Process and Key concepts Overview of mining phases (the “mining lifecycle) Introduction of key mining terms, nomenclature and

concepts Contractual structure (overview of agreements used

to structure and document the mining project) Practical exercise

Module 2 09:00 –9:45 hrs

Structuring a PPP Andrew Buisson

Introduction to the different PPP structures e.g. DBFO, BOOT, BOT, DBFOM

Demand – based PPP structures vs Availability based PPP structures vs hybrid

structures Typical PPP timetable Bankability – identifying and mitigating risks Issues for governments Practical exercise

Module 3 09:45- 10:15 hrs

Infrastructure/PPP project finance: the fundamentals

Claire Edwards Principles of project finance Why use project finance for infrastructure/PPP

transactions Structure and key parties Project finance time-lines

Module 4 10:15 -10:30 hrs

Documenting the transaction Claire Edwards

-Introduce contractual structure of a project financed

PPP transaction and key roles and relationships

10:30 -10:45 hrs Coffee break 10:30 -10:45 hrs Coffee break

Module 3 10:45– 11:45 hrs

Legal Framework Ownership of mineral resources Types of contracts, licenses and permits How resource owner grants rights Treaties, investment law and mining codes/laws,

regulatory institutions and regimes, including OHADA, ECOWAS, WAEMU, FCPA, UK Bribery Act, etc.

Overview of taxes and duties, royalties Practical exercise

Module 5 10:45 -12:45 hrs

Documenting the transaction: anatomy of a PPP Agreement and key risk allocation issues

Andrew Buisson Scope and term (timeline showing

finance, construction and concession

documents/requirements)

Construction period obligations Operation period obligations Payment regimes Supervening events – compensation events, relief

events and force majeure events, excusing

causes, changes, changes in law/stabilization

Termination and compensation Liability and insurance Dispute resolution Government controls – shareholders, finance

documents, project documents, rights of step-in

Government support obligations

Module 4 11: 45–12:45 hrs

Introduction to Mining Agreement

Anatomy of the Mining Agreement Drafting and review process Practical exercise

12:45 –13:45 hrs Lunch break 12:45 –13:45 hrs Lunch break

Module 5 13:45 –14:45 hrs

After Extraction

Rehabilitation, closure plans, discharge of obligations Regulations, processes and requirements related to

sale, import and export of extracted or process minerals

Practical Exercise

Module 6 13:45 -14:45 hrs

Protection outside the Concession Agreement Andrew Buisson

Government guarantees Political insurance/Export credit cover/ Bilateral

Investment Treaties Subcontractor risk allocation approaches Insurance arrangements Reserve accounts, contingent equity, sponsor

support

Module 6 14:45 –15:45 hrs

Special/Other Mining Types and Considerations - Artisanal and small-scale mining (including

relevant licensing arrangements) - Quarrying (including relevant licensing

arrangements) - Illegal mining

Practical exercise

Module 7 14:45 -15:15 hrs

Documenting the transaction: Finance documents Claire Edwards

Core finance documents – what impact do these

documents have on the concession agreement? Security: purpose; typical security structure for

an infrastructure PPP transaction; enforcement Direct agreement between funders and

government OHADA Involvement of development finance institutions

in infrastructure PPP transactions

Shareholder arrangements

Module 8 15:15 -15:45 hrs

Documenting the transaction: Other project documents

Andrew Buisson Construction contract Operation and maintenance contracts Interface issues

15:45 - 16:00hrs Coffee Break

Module 7 16:00 – 17:00 hrs

Overview of the Environmental and Social Considerations

Local Considerations (eg social impact of mining projects, community and infrastructure development, development funds, local participation, fair and prior compensation, national economic and social interests, human rights, health and safety etc)

Local content (policies, regulations etc) Environmental issues related to mining Environmental issues related to mining

Case study

Module 9 16:00 –16:30 hrs

Procurement arrangements

Andrew Buisson Typical procurement procedures and stages

Evaluation options

Dealing with unsolicited proposals

Module 8 17:00 –18:00 hrs

Introduction to Dispute Resolution in the Mining transaction What might go wrong?

Practical exercise

Module 10 16:30– 18:00 hrs

Introduction to key sector issues Andrew Buisson

Roads Rail Ports Airports Accommodation

Day 5 - Oil and Gas –Baker & McKenzie Day 6 - Personal and Professional Development John W Ffooks & Co

Time/Module Activity Time/Module Activity

08:00- 08:30 hrs Registration of participants 08:00- 08:30 hrs Registration of participants

Module 1 08:30 -09:30 hrs

Introduction and Background of the Oil and Gas Industry Brief history of oil & gas in Africa How oil & gas is found, where it is found, main

producing areas Oil and gas industry structure Practical exercise

Module 1 08:30 -09:30 hrs

Personal Branding and Presentation What is a personal brand and why it matters? Identifying an individual’s unique selling

proposition (USP) Developing a personal brand Building credibility and image management Communicating one’s personal brand What are “presentation skills”, what do they refer

to and why they are important How to present oneself orally and in written

form (e.g. attention to spelling, punctuation, grammar and formatting)

Practical exercise

Module 2 09:30– 10:30 hrs

Oil and Gas Process and Key Concepts Oil versus gas Overview of oil and gas industry phases (upstream,

midstream & downstream) Introduction of key terms, nomenclature and

concepts Contractual structure

Practical exercise

Module 2 09:30– 10:30 hrs

Introduction to Communication Skills Communication internally and externally Communicating to be understood How we communicate (e.g. verbal and non-verbal

communication) Successful communication (professionalism,

politeness, etc.) Assertiveness Effective listening Practical exercise

10:30 -10:45 hrs Coffee Break 10:30 -10:45 hrs Coffee Break

Module 3 10:45– 11:45 hrs

Legal Framework

Resource ownership and how resource owner awards exploration/production contracts

Types of upstream contracts History of production sharing agreements OPEC, treaties, conventions, investment laws,

petroleum authorities and NOCs, regulatory institutions and regimes, etc.

Practical exercise

Module 3 10:45– 11:45 hrs

Time Management and Organization Increasing productivity Identifying and understanding top time stealers Time saving tools and techniques Planning, categorizing, ranking tasks and setting

milestones Dealing with and setting deadlines Understanding delegation Learning to say “no” Organization tools (e.g. diary keeping,

systematizing emails, etc.) Time management workshop (exercises analyzing

participants approach to time management as well as personal styles and strengths with respect to time management; development of a Personal Time Management plan based on results)

Module 4 11:45– 12:45 hrs

Introduction to Production Sharing Agreements

Anatomy of the Production Sharing Agreement (PSA) Overview of the drafting and reviewing process Ancillary documents, permits and licenses

Practical exercise

Module 4 11:45– 12:45 hrs

Conducting Legal Research Types of law Legal research resources/databases Legal literature Abbreviations Citations Definitions Forms and precedents Process of legal research Checking for updates to law

Practical exercise

12:45 –13:45 hrs Lunch break 12:45 –13:45 hrs Lunch break

Module 5 Midstream Oil & Gas Module 5 Introduction to Legal Writing

13:45-14:45 hrs Transportation of oil and gas Processing (refining oil and gas) Storage of oil and gas Liquefied natural gas vs. pipeline gas Overview of oil pipelines and relevant agreements

(e.g. transportation agreements, storage agreements, etc.)

Practical Exercise

13:45-14:45 hrs Principles of drafting and clear legal writing Fundamentals of good writing (e.g. grammar,

clarity, sentence structure, paragraphs, active voice, etc.)

Outlining Importance of proof reading Difference between written and oral advice Persuasive writing Drafting in plain English/ understanding legal

jargon and when to use it/ what is “legalese” Overview of drafting contracts Overview of drafting legal memoranda Practical Exercise

Module 6 14:45- 15:45 hrs

Downstream Oil &Gas Midstream versus downstream Types and uses of refined products Oil & gas trading Regulatory issues Overview of gas sales agreements and LNG sale and

purchase agreements Practical exercise

Module 6 14:45- 15:45 hrs

Ethics What are conflicts of interest and why

understanding them is important What are codes of conduct, who and what they

govern Role of an advocate Confidentiality Truthfulness Right to practice Competence and continuing legal education Advertising Responsibilities of a subordinate lawyer Case Study

15:45- 16:00 hrs Coffee Break 15:45- 16:00 hrs Coffee Break

Module 7 14:45- 15:45 hrs

Local considerations

Local and community development National economic interest and domestic supply/use Dissenting parties/protests Local content (policies, regulations, employment,

technology transfer, training, etc.) Health and safety Environmental issues Human rights Environmental protection case study

Module 7 14:45- 15:45 hrs

Personal Management Understanding your role and responsibilities as

well as those for whom you work Understanding each other’s priorities Clarifying expectations Giving and receiving feedback Managing conflicting priorities Delivering bad news (how, when, why) Upward delegation Practical Exercise

Module 8 17:00 –18:00 hrs

Introduction to Dispute Resolution in Oil & Gas What might go wrong? Case study

Module 8

17:00 – 18:00

Developing a Professional Development Plan Identifying personal and professional strength,

weakness/development areas Identifying interests and goals Aligning personal goals with organizational goals

Planning for the future Setting SMART goals and writing out a plan Finding a mentor Networking Continuing legal education and professional

development Getting feedback Assessing progress Practical Exercise

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EAST AFRICA LAW SOCIETY 23RD ANNUAL CONFERENCE

PRESENTS

Pride Inn Paradise Beach Mombasa-Kenya

THEME “CONTINENTAL FREE TRADE AREA: CHALLENGES AND OPPORTUNITIES FOR THE

LEGAL PROFESSION”

27th NOV - 1st DEC,2018

SPECIAL GUESTS: SOUTH SUDAN BAR ASSOCIATION (SSBA)

IN CONJUNCTION WITH