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Experience of our lawyers (some examples):
Mergers & acquisitions
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legal advice in acquisition of oil and gas project for USD 32 million; participated in drafting all transaction documents and relevant applications; assisted in obtaining government waivers and approvals/permissions;
- legal advice and managing the process of preparation to and implementation of IPO of international E&P company at KASE;
- legal support in negotiations of the group of Norwegian investors and funds on proposed acquisition of several oil and gas projects in Kazakhstan in transaction amounting to USD 1 billion;
- legal advice and representing the interests of European oil and gas company in acquisition of participating interest in Kazakhstan oil and gas company in a transaction totaling USD 15 million; participated in drafting all transaction documents; assisted in obtaining government waivers and approvals/permissions;
- representing an Australian oil and gas company in acquisition of several fields/exploration blocks in Kazakhstan. Participating in drafting all transaction documents and relevant applications; assisted in obtaining government waivers and approvals/permissions;
- representing UK based oil & gas company, listed on Toronto and London Stock Exchanges, on acquisition of two Kazakhstani oil & gas projects. Participating in drafting all transaction documents and relevant applications; assisted in obtaining government waivers and approvals/permissions;
- representing an Australian mining company in acquisition of the participating interest in Kazakhstani company possessing the gold deposits for USD 10 million. Participated in drafting all transaction documents and relevant applications;
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legal advice in acquisition of large electricity and heating company in Almaty by local authorities from foreign investors; participated in drafting all transaction documents and relevant applications;
- representing a Turkish construction company in acquisition of construction materials plant. Participated in drafting all transaction documents and relevant applications;
- full legal support to Norwegian E&P company on acquisition of oil & gas project in western Kazakhstan: transaction planning, drafting all related agreements and deeds etc.
- advising on the transaction on sale of participation interest in the Production Sharing Agreement on oil extraction in west Kazakhstan oilfield.
Transactions structuring and design
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legal advice on structuring the M&A transaction resulting in 100% share sale of public E&P company (appr.USD 515 mln);
- structuring the transaction and corporate structure covered several jurisdictions for acquisition by Australian public company of number of oil and gas projects in Kazakhstan;
- representing a major oil company in several projects to explore and develop hydrocarbon reserves in Kazakhstan, including drafting and negotiation of an offshore PSA and advice on farming into existing petroleum projects;
- legal advice to large Italian servicing company in interpretation and application of provisions of the Contract for piles and flare fabrication, assembly and installation in respect of distribution of responsibilities caused on delays under customer’s control;
- restructure of transaction on acquisition of construction materials plant by major Turkish construction company in part of change of obligations due partial replacement of acquisition subject;
- developing the schemes for acquisition of big exploration oil and gas project in Western Kazakhstan with using external financing arrangements, inserting financing party into project joint management and reorganization of company-subsurface user into joint venture with investor’s participation in the project;
- developing the schemes on cooperation between Kazakh state oil and gas company and group of investors on deeper development of group of old oil and gas oilfields with attraction of financing and know how technologies from investors part and sharing of production.
Due diligence
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due diligence of group of companies (including one of major refineries) belonging to one holding structure working mainly in Southern Kazakhstan in light of its possible acquisition by group of Indian investors;
- legal advice during DD of the international E&P company prior to 100% sale;
- conducting due diligence and handling regulatory issues that arise in corporate transactions on acquisition of number of oil and gas companies working in Kazakhstan;
- conducting due diligence and handling regulatory issues that arise in corporate transactions on acquisition of number of gold producing companies working in Kazakhstan;
- conducting due diligence of medium electricity and heating company in Eastern Kazakhstan on financing the reconstruction project by large European bank;
- due diligence of malt producing company due the providing of loan by European Bank of Reconstruction and Development;
- due diligence of major uranium company in respect of compliance of internal employment rules and standards to Kazakh laws;
- due diligence of the mining company requested by the major international law firm for the purpose of financing by the International financial institution.
Contracts drafting, reviewing and negotiating
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drafting contract on design, delivery of the equipment and materials and construction of pipeline on a «turnkey basis» according to the standard contracts of the International Federation of Civil Engineers (FIDIC) for large oil producing company working in Western Kazakhstan;
- legal advise to major Turkish construction company during the negotiations with the Ministry on Transport and Telecommunications on conclusions of contracts on re-construction of airport in Astana and roads in different regions of Kazakhstan;
- drafting drilling service contracts on drilling of 30 wells for large drilling contractor with the main focus on the responsibility and insurance clauses;
- consulting a member of Caspian Pipeline Consortium («CPC») on possible sale of its interest, focusing on compliance to contractual commitments on transfer of interests under the CPC Shareholders Agreement;
- participation in negotiations and discussions with the Ministry of Energy and Mineral Resources of the drafts of the sub-surface use contracts and amendments to them with a number of oil and gas companies, their approval by the number of involved state authorities;
- representing a major oil company in several projects to explore and develop hydrocarbon reserves in Kazakhstan, including drafting and negotiation of an offshore PSA and advice on farming into existing petroleum projects;
- drafting the foundation documents for the Food Consortium proposed by the Islamic Development Bank for countries of Central Asia and Russia;
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drafting lease agreements for international telecom company;
- legal advice to the large off-shore sub-contractor on the marine laws and use of the vessels; drafting and developing the drafts of bareboat-charter agreements, assistance in registering the vessels in Aktau sea port;
- assistance in reviewing standard service contracts including equipment and personnel rent on compliance to the local rules and regulations for large uranium company;
- assistance in reviewing standard service contracts including equipment and personnel rent on compliance to the local rules and regulations for European oil and gas company;
- drafting the standard contracts forms for large of Kazakh holding on transfer of customs brokers companies under external management;
- developing the standard contracts forms for one of biggest trade-centers in Almaty regulating relationships with different categories of tenants;
- developing the standard forms for construction company regulating relationships with customers, contractors, utilities services, suppliers, etc.;
- drafting the Joint Operating Agreement for Singaporean oil and gas company with group of investors on financing exploration and drilling works in certain part of the contract area and sharing the production;
- drafting JOA between members of the consortium performing exploration and production of the hydrocarbons in western Kazakhstan.
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