Energy

Contents

3 Our firm

4 Our energy practice

5 Our oil and gas experience

6 Oil and gas highlights

8 Oil and gas

10 Case Study 1: Shell acquisition of BG

12 Electricity production and generation

14 Nuclear

15 Case Study 2: Advising the Government regarding

Hinkley Point C

16 Case Study 3: Advising DONG Energy in the Race

Bank offshore wind farm

17 Energy networks

19 Dispute resolution

20 Key contacts

Energy / 2

Clients do not hesitate to praise this high­­‑end,­full­service­firm­as­a­‘cut­above­everyone­else’­and­‘the­best­in­town’.­

Chambers­UK

/ Energy 3

• A true partnership, owned and managed by its partners

• Over 700 legal staff worldwide

• Extensive experience in energy, infrastructure and natural resources

• Key identifying features are:

- personal commitment from relationship partners

- client rather than transaction focused

- international coverage through integrated teams of top lawyers

- commercial approach

- no hourly or similar targets for any lawyers.

Our firm

4 Energy /

Our dedicated energy team offers advice on matters relating to a range of sub-sectors including:

1. oil and gas – up, mid and downstream and LNG and LPG (including shale); and

2. electricity production and generation - both conventional and low-carbon (including renewables - wind, solar, biomass and tidal - and nuclear energy)

3. networks - gas transportation, electricity and gas transmission and distribution, and interconnections.

We cover the full spectrum of energy work, including mergers and acquisitions, financing, regulation, dispute resolution, project development,

construction, operation and maintenance, decommissioning, real estate, environment, planning and consents, competition, tax, commercial and trading contracts and commercial and corporate advice. We advise on all aspects of energy transactions, including privatisation, financing and investment, licensing, fuel supply contracts, power purchase, offtake agreements, tolling arrangements, and restructuring.

We are also renowned for our strong energy regulation practice where we have an excellent track record of advising governments and private sector clients on matters such as legislative changes, price control, procurement, environmental, the EU Emissions Trading System, and other aspects of regulatory strategy.

Our energy practice

Today’s­changing­environment­presents­significant­challenges­in­the­energy­sector.­These­issues­include­security­of­supply,­carbon­reduction,­scarcity­of­resources­and­growing­global­demand,­and­energy­companies­may­face­many­complex­and­exacting­decisions.­Our­energy­lawyers­understand­these­issues­and­are­well­equipped­to­provide­our­clients­with­the­innovative­solutions­that­they­require.

Picture by Jerry Goulet, Technology, Slaughter and May

Slaughter­and­May’s­“knowledge­of­the­power­industry­is­second­to­none”.

Legal­500­UK­2015

5 / Energy

Our oil and gas experience

• A diverse and extensive international practice advising on the full range of commercial, financing and other matters in the oil and gas sector. Our practice covers clients and assets worldwide.

• Extensive expertise across the full range of oil and gas work has enabled us to take a leading role in the sector for many years.

• Upstream work covers the full range of activities, including acquisitions and disposals of businesses and companies; farm-ins; joint ventures; projects and financings; drilling, FPSO, transportation and sales agreements and other commercial contracts; environmental; tax; regulatory; and dispute resolution.

• In downstream oil and gas, we have been involved in acquisitions, disposals and financings relating to pipelines, gas processing plants, refinery assets and storage facilities, and on a range of supply, tolling and trading arrangements. We have one of the leading global practices in Liquefied Natural Gas projects.

Slaughter­and­May­‘knows­the­pulse­of­the­market’,­and­is­consistently­‘superb’.­Its­corporate­highlights­are­numerous,­

but­it­also­secures­a­good­flow­of­project­and­contentious­work.

The Legal 500

• We act for large integrated energy groups, oil and gas majors, smaller listed independents, services companies, privately-owned companies, private equity groups, financial institutions, NOCs, government departments and regulators. Clients in the oil and gas sector include:

– Blackstone

– Centrica

– CITIC

– Eni

– Ensco

– First Reserve

– General Electric

– Goldman Sachs

– Ineos

– John Wood Group

– Kosmos Energy

– Naftna Industrija Srbije

– Premier Oil

– Reliance Industries

– Riverstone

– RWE

– Seadrill

– Shell

– Svenska

– Subsea 7

– Talisman

– United Energy Group

Some­of­our­recent­global­oil­and­gas­experience

Royal Dutch Shell on its £47 billion cash and share offer for BG Group. It is the biggest deal in the energy sector in more than a decade and, according to Bloomberg’s Business Insider, it ranks as the 14th largest M&A deal in history. We acted as lead counsel, co-ordinating legal advice in over 40 jurisdictions around the world. See case study on page 10.

RWE Dea / LI Energy on the sale of its global upstream oil and gas business RWE Dea, with assets in 14 countries, across Europe, Africa and the Middle East to LetterOne Group for €5.1 billion. The deal successfully completed despite having previously been held up by opposition from the UK government following US and EU sanctions on Russia’s financial services, defence and energy sectors. We worked as part of an integrated team with Hengeler Mueller, Germany.

Repsol / Talisman on the $13 billion takeover of Talisman by Spanish oil and gas company Repsol. At the time of announcement in December 2014, the deal marked the largest corporate transaction by any Spanish company in the past five years. Talisman’s operations span 17 countries across Europe, North America, South America, Africa and Asia-Pacific.

6 Energy /

Oil and gas highlights

BG Group international operations/assets

Talisman international operations/assets

RWE international operations/assets

7 / Energy

Slaughter­and­May­has­strong­global­connections, helping it to secure an impressive­international­client­base.

The Legal 500

8 Energy / 8 Energy /

Oil and gas

Highlights include:

Kuwait­Foreign­Petroleum­Exploration­Company­k.s.c., a wholly owned subsidiary of the Kuwait Petroleum Corporation, in relation to its new US$1 billion credit facility

Maersk­FPSOs on a sale of the Maersk Curlew, a floating production, storage and offloading vessel, located in the Central North Sea, to Shell and Exxon Mobil and on the scale of the Maersk Peregrino FPSO, offshore Brazil, to Statoil and Sinochem

First­Reserve on PetroFirst Infrastructure 2 Limited’s acquisition of 80% of the shares in PV Keez Pte Ltd from EMAS Offshore Production Services (Vietnam) Pte Ltd and Ezra Holdings Limited

Premier­Oil on a complex restructuring of approximately $3 billion of credit facilities, private placement notes, Schuldschein loans and retail and convertible bonds

INEOSon its proposed acquisition from IGas Energy of an interest in 10 on-shore licences in England and Scotland for the payment of £30 million and the funding of a two phase work programme of up to £138 million and on the acquisition of Dea UK from L1 Energy

Royal­Dutch­Shell – as to a £10,070,000,000 bridge credit facility

agreement put in place between Royal Dutch Shell plc and a group of its relationship banks on 1 May 2015, in connection with RDS’ recommended cash and share offer for BG Group plc.

– On the issue of a quintuple-tranche US$10 billion bond under its US shelf programme

Terra­Firma­ on its sale of Carmel Capital II S.à r.l., including its wholly owned subsidiary Phoenix Natural Gas Limited, to Hastings’ managed fund Utilities Trust of Australia and The Royal Bank of Scotland Group Pension Fund.

First­Reserve on a framework agreement with Petrofac, the international service provider to the oil and gas industry, to create PetroFirst Infrastructure Partners.

Eesti Energia Aktsiaselts on its recent intermediated tender offer and issue of EUR500,000,000 2.384% notes due September 2023.

Kosmos­Energy­(Kosmos)­ on its partnership with BP in Mauritania and Senegal. The partnership combines Kosmos’s exploration expertise with BP’s deepwater development and LNG production and marketing expertise.

EIB on the financing of the Egyptian Refinery Company’s Mostorod Oil Refinery Project, comprising US$2.6 billion in debt and a further US$1.1 billion in equity.

Aker Solutions on the proposed acquisition of NPS Energy, part of the oilfield services company National Petroleum Services, for US$350 million

YTL­Power­International­Berhad­ in relation to its joint venture arrangements with Eesti Energia AS (the national energy company of Estonia) and North East Investment Co (its Jordanian partner) for the development of certain shale oil projects in Jordan with an anticipated value of US$5 billion.

9 / Energy 9 / Energy

They­are­extremely­capable,­very­commercial,­practical­and­attuned­to­the­marketplace­on­

difficult­oil­and­gas­financings.Chambers­UK,­2016

Attarat­Power­Company­(APCO)­and­the­ project­sponsors,­Eesti­Energia­AS­and­YTL­P ower­International­Berhad on the signing of financing agreements by APCO with Industrial and Commercial Bank of China and Bank of China for up to USD 1.6 billion of senior debt for the 470 megawatt (net) oil shale fired power station to be constructed at Attarat um Ghudran, Jordan.

PTTEP­Africa­Investment on its recommended cash offer for Cove Energy for US$1.3 billion.

China­Resources­Gas­Group­ on the US$7.009 billion proposed merger with China Resources Power Holdings Company to form one energy group under China Resources (Holdings) Company.

Det­norske­oljeselskap­ASA on the acquisition of Marathon Oil Norway from Marathon Oil Corp in a transaction that values Marathon Oil Norway at US$ 2.7 billion

North­Atlantic­Drilling­Ltd.­(NADL)­and Seadrill Limited­on arrangements under which NADL acquires a fleet of approximately 150 land drilling rigs from Rosneft in return for an issue of NADL shares and Rosneft subscribes for additional NADL shares. As a result, Rosneft acquires a 30% interest in NADL, worth approximately $1.25 billion

Talisman­Energy on the proposed sale of a 49% interest in Talisman Energy (UK) Limited to Sinopec for US$1.5 billion (Canada, China).

10 Energy /

Slaughter­and­May­advised­Royal­Dutch­Shell­(“Shell”)­on­its­record­breaking­£47bn­acquisition­of­BG­Group­(“BG”).­At­the­time­this­was­the­14th­largest­M&A­deal­in­history­and­the­biggest­in­the­oil­and­gas­sector­for­more­than­a­decade.

At­announcement,­Shell­had­a­market­cap­of­around­£126­billion­and­94,000­employees,­while­BG­was­valued­at­approximately­£55­billion­with­5,100­employees.

Given­the­scale­of­the­transaction,­our­challenge­was­to­enable­Shell­to­execute­the­deal­smoothly­and­in­a­way­that­was­beneficial­to­both­companies’­shareholders.

Shell­announced­its­firm­intention­to­make­an­offer­on­8­April­2015.­By­the­time­the­deal­became­effective­on­15­February­2016,­Shell­had­received­approvals­from­a­number­of­regulators­(including­those­in­China,­Brazil,­Australia,­the­EU­and­the­US).­It­had­also­worked­extensively­with­BG­to­ensure­it­was­able­to­complete­the­combination­and­to­integrate­BG’s­business­effectively­‑­a­process­which­required­complicated­and­innovative­structuring­and­advice.

Project­management

Executing a global deal of this magnitude, particularly in a highly regulated sector, required innovation and effective management of multiple work streams.

By using a pre-conditional structure, Shell was able to make the offer with the necessary regulatory consents in place.

We liaised extensively with the Takeover Panel. Our work on break fee carve outs in the Shell/BG co-operation agreement and “clean team” arrangements led to the Takeover Panel releasing new practice statements.

We developed work streams with Shell Legal to co-ordinate work on antitrust consents in 16 jurisdictions and to evaluate what upstream regulatory consents were required to ensure licenses held by BG remained in effect post completion.

Dividends on Shell B shares are paid via a mechanism which allows UK resident shareholders to receive them without a deduction for Dutch dividend withholding tax. The issue of Shell B shares to BG shareholders was conditional on the Dutch Revenue Service remaining supportive of this and we advised on implementing the necessary changes to the

mechanism to secure such support and allow BG shareholders the choice of receiving Shell shares.

Shell issued 1.5 billion shares and paid £13 billion to BG shareholders. We, alongside Shell Treasury and other relevant parties, developed a work stream to ensure that Shell had an effective settlement process.

Expertise­and­innovation

While all takeovers involve complex work, this deal required an innovative approach for a number of reasons.

Firstly, the size and scale of both businesses meant that this was a truly global deal. We took the lead on advising Shell on its negotiations with various governmental and regulatory bodies, with some negotiations continuing for almost the entire course of the transaction.

Secondly, the oil price fell to historic lows during the course of the transaction. There was a great deal of sustained market interest in the transaction for a period of nine or so months and so it was crucial that Shell could ‘sell the deal’ to shareholders, shareholder bodies and the media in a way which allowed it to comply with its legal and regulatory obligations.

Case Study 1: Shell acquisition of BG

11 / Energy

Third, there was an understandable desire on the BG side to make sure this was also the “right” deal for them and we assisted Shell in its negotiations and discussions with BG, including explaining the question of Shell’s dividend access mechanism and the basis for having the secured support from the Dutch Revenue Service.

Finally, the deal was completed using a transfer scheme of arrangement, one of the first of its kind since the restrictions on cancellation schemes for takeovers came into effect.

Client­satisfaction­and­value­for­money

For Shell this was a compelling opportunity for shareholders of both companies to benefit from the significant value arising from the combination of two highly complementary portfolios. It is also expected to lead to enhanced free cash flow, the acceleration of its LNG and deep water strategy and provide a springboard to reshape the Shell group. Furthermore, Shell identified pre-tax synergies arising from the deal that, at the time of publishing the shareholder documents, were expected to be $3.5 billion in 2018.

The deal was subject to the approval of Shell and BG shareholders, and received overwhelming support from both.

Teamwork

Slaughter and May worked closely with Donny Ching, Michiel Brandjes, Sean Ashley, Anne Riley, Mike Ashworth, Sarah Else, Caitlin Westgarth, Frederick Ratliff, Joe Babits and Mark Edwards in Shell’s legal team.

The Slaughter and May team was led by partners Roland Turnill, Hywel Davies, Rebecca Cousin and Robert Innes and in total more than 100 Slaughter and May lawyers were involved in the deal.

We also worked alongside De Brauw Blackstone Westbroek (advising on Dutch aspects) and Cravath, Swaine & Moore LLP (advising on US corporate aspects).

Key­Contact

Hywel­DaviesT +44 (0)20 7090 3102E hywel.davies@slaughterandmay.com

12 Energy /

Electricity production and generation

Renewables­and­low‑carbon:

Wind Centrica on the project financing for the Glens of Foudland, Lynn and Inner Dowsing (GLID) wind farms; and, subsequently, on a joint sale, with its 50% joint venture partner EIG Global Energy Partners, of the GLID wind farms to a consortium, comprising the UK Green Investment Bank Offshore Wind Fund and funds managed by BlackRock, for an Enterprise Value of £423 million

Centrica on the sale of its interest in the 573MW Race Bank wind farm project to DONG Energy for £50 million; and, subsequently, DONG Energy on its disposal of a 50% interest in the wind farm project to Macquarie European Infrastructure Fund 5 and Macquarie Capital, the principal investment arm of Macquarie Group, and on the terms of certain related financing, construction management, operations and maintenance and power purchase arrangements

Centrica on the formation of a joint venture with DONG Energy to co-develop offshore wind farms in the Round 3 Irish Sea Zone, which has a potential capacity of 4.2GW

Centrica on the formation of the joint venture with DONG Energy and Siemens Project Ventures to develop the 270MW Lincs wind farm; and, subsequently, Lincs Wind Farm Limited (the joint venture vehicle established by Centrica, DONG Energy and Siemens Project Ventures) on the raising of £425 million of non-recourse project finance facilities (the first offshore wind farm to be financed in the UK during construction) and on the subsequent disposal of the offshore transmission assets relating to the Lincs wind farm

Centrica on the sale of its 50% interest in the Lincs wind farm to the UK Green Investment Bank Financial Services managed entities and the UK Green Investment Bank plc. Siemens Project Ventures will also sell its 25% share with the remaining joint venture partner, DONG Energy, continuing to hold a 25% share in the asset. The transaction puts 50%

of the enterprise value of Lincs at £487 million and after repayment of associated debt and other costs, Centrica’s net share of the proceeds will be approximately £220 million

DONG­Energy on its acquisition of SMart Wind, a company established as a joint venture between Mainstream Renewable Power and Siemens Project Ventures to develop offshore wind projects in the Hornsea Zone, together with certain other companies relating to SMart Wind’s development of the Hornsea Zone. The Hornsea Zone forms part of The Crown Estate’s Round 3 offshore licensing programme

DONG­Energy on its disposal of a 50% interest in the 210MW Westermost Rough offshore windfarm to a joint venture between Marubeni Corporation and UK Green Investment Bank; and on certain related financing, construction management, operations and maintenance and power purchase arrangements

UK­Green­Investment­Bank on the acquisition of a 20% interest in the 317MW Sheringham Shoal offshore windfarm

UK­Green­Investment­Bank­plc on its acquisition of a £236 million stake in a company established by E.ON to construct and own the 400MW Rampion offshore windfarm, and on the terms of certain related joint venture, financing, construction management, operations and maintenance, power purchase and energy management services arrangements.

Solar Apollo­Investment­Corporation on the establishment of a joint venture with AMP Solar, Sustain Energy Solutions and MAP Environmental, and associated financing arrangements, to originate, develop and fund a pipeline of solar energy generation projects in the United Kingdom

China­Power­New­Energy on various matters, including on the issue of RMB 2 billion 4.5% bonds due 2017

13 / Energy

Tenaga Nasional Berhad in relation to the subscription, through its wholly owned subsidiary Power and Energy International (Mauritius) Ltd. (PEIM), for equity shares in GMR Energy Limited (GMR Energy) and its proposed strategic partnership with GMR Energy in the power production business in India

Combined­heat­and­powerICGL on the acquisition of Grangemouth Combined Heat and Power Ltd from Fortum OY

Vitol SA on the acquisition of Immingham Combined Heat and Power Plant (1220MW) from ConocoPhilips

Vitol SA on the sale of a 25% shareholding in VPI Holding Limited, the ultimate owner of Immingham CHP Plant (1220 MW)

INEOS on certain financing aspects of the construction of its £400m Energy from Waste CHP plant at Weston Point, Runcorn, Cheshire

BiomassDrax Group on a secured committed financing to support its transformation into a predominantly biomass fuelled electricity generator, and on its placing to raise £190 million

Drax­Group in respect of a £375m acquisition bridge facility in connection with the acquisition of Opus Energy Group, with Barclays Bank and J.P. Morgan as mandated lead arrangers, Barclays Bank plc as facility agent and security agent, and Barclays Bank and J.P. Morgan Chase Bank, London Branch as original lenders.

Drax­Group­and­its­subsidiaries on its agreement with Friends Life for a £75m amortising guaranteed loan note facility maturing in June 2018.

Drax­Group on a refinancing of its existing £310m revolving credit facility to increase its size to approximately £400m and the extension of the maturity to April 2016 and further new debt facilities of approximately £100m.

ThermalCP­New­Energy­Development­(HK) on the Hong Kong Listing Rules implications of a power subcontracting arrangement between China Power Hongze Thermal Power Company Limited and China Power Jiangsu Thermal Heat Generator Plant

DONG­Energy on the sale of the Severn gas-fired power station to a consortium of investors led by Macquarie Group’s Infrastructure and Real Assets business for £350 million plus an earn-out.

General­Electric on its offer to acquire the Thermal, Renewables and Grid businesses of Alstom for an enterprise value of US$13.5 billion

China­Power­International­Development­Limited in relation to its acquisition of 100% interest in Wuhu Electric Power Generating Company Limited from its controlling shareholder, China Power International Holding Limited, for a total consideration of RMB1.45 billion (approximately US$238 million)

China­Power­International­Development­Limited on its acquisition of a 63% interest in Wu Ling Power for RMB4.5 billion; its acquisition of a 25% stake in Shanghai Electric Power Company; and a proposed top-up placing of shares and the issue of RMB-denominated, US dollar-settled 2.75% convertible bonds due 2017

14 Energy /

Nuclear

The­UK­Government on the restructuring of British Energy, the UK’s largest generating company operating eight nuclear power stations, including the arrangements for the assumption by the UK Government of ultimate financial responsibility for the historic nuclear liabilities of British Energy, estimated at £4.28 billion.

The­Department­of­Energy­&­Climate­Change over an extended period in the negotiations of a contract for difference and support arrangements for the Hinkley Point C nuclear power station, which is expected to be the first nuclear power station to be built in the UK in 20 years. Slaughter and May also acted for The Office for Nuclear Development (OND) on the related Funded Decommissioning Programme for Hinkley Point C.

Highlights include advising:

Case Study 2: Advising the Government regarding Hinkley Point C

Slaughter­and­May­advised­the­Department­of­Energy­&­Climate­Change­(DECC)­over­a­five­year­period­on­its­negotiations­with­respect­to­the­Hinkley­Point­C­(HPC)­nuclear­power­generation­facility,­one­of­the­most­high‑profile­infrastructure­investments­in­the­UK.­HPC­is­considered­essential­for­the­UK’s­future­energy­supply,­is­of­significant­political­importance­and­has­generated­substantial­media­coverage.­The­project­was­approved­by­Prime­Minister­Theresa­May­in­September­2016.

Our­role

• The­development­and­drafting­of­a­bespoke­contract­for­difference­(CFD) for HPC which contains a significant number of individual negotiated provisions reflecting issues specific to nuclear generation. Having advised DECC on the generic CFD regime, itself central to EMR, we were ideally and expertly placed to develop and negotiate this contract.

• ­The­unique­contractual­support­arrangements­entered­into­by­the­Secretary­of­State­with­investors­and­potential­lenders. This provides protection against political shutdown and other legal risks, with appropriate compensation arrangements. These support arrangements also allow the UK Government to benefit from individually designed and detailed project and equity gain share arrangements.

• Obtaining­EC­State­aid­approval­for­the­support­package­for­HPC, including the CFD and State guarantee. This was obtained by successfully arguing that the package was proportionate, necessary to incentivise the investment and would not distort competition. This was the first time that the EC had approved State aid designed to support the development of a nuclear power station.

• ­­The­funded­decommissioning­programme­(FDP)­aspects­of­HPC. The FDP was the first such programme to be agreed under the 2008 Energy Act regime. Our prior experience advising DECC on the 2008 Energy Act and secondary regulations relating to waste management and decommissioning, including the development of the related UK Government guidance for new nuclear operators, meant that we were uniquely placed to advise the UK Government on HPC’s FDP.

• The­first­new­nuclear­waste­disposal­contracts for spent fuel and intermediate level waste

Key­points

Our role in advising the UK Government on the arrangements for HPC required not only negotiation, drafting and transaction management skills but also keen understanding and appreciation of the policy drivers and political sensitivities of the project, as well as the regulatory backdrop and public law issues. Our long-standing collaborative working with DECC’s Legal and Commercial teams enabled us successfully to carry out that role.

What also stands out is the complex and bespoke nature of the contracts, which employed the full range of the firm’s legal services. The transaction also involved a number of “firsts” including obtaining EC State aid approval. HPC is integral to the UK’s infrastructure strategy. It is a £18 billion investment which will create 25,000 jobs in the nuclear industry and a range of other sectors, bringing lasting benefits to communities throughout the South West of England.

15 / Energy

Case Study 3: Advising DONG Energy in the Race Bank offshore wind farm

16 Energy /

Slaughter­and­May­advised­DONG­Energy­on­its­disposal­of­a­50%­interest­in­the­573MW­Race­Bank­offshore­wind­farm­to­Macquarie­European­Infrastructure­Fund­5­and­Macquarie­Capital,­the­principal­investment­arm­of­Macquarie­Group.­­

Expertise­and­innovation

• Building on our prior deal experience with DONG Energy, we were able to develop innovative solutions to areas of commercial risk, such as potential change in law risks.

• Macquarie’s investment was highly leveraged and completing the deal required sensitive negotiations with a large bank consortia, which we were able to facilitate using our in depth knowledge of the market and ability to creatively address conflicting concerns.

• We were able to support DONG Energy every step of the way – from the start of the auction process and providing legal counsel on all work streams – financing, construction management, operations and maintenance and power purchase arrangements.

• We fielded a small and close-knit team which ensured that there were clear points of contact for the client and “read across” between all work streams and all documents.

17 / Energy

Energy networks

Advisers­on­massive­energy­deals,­while­demonstrating­power­expertise­and­significant­international­capability.­An­impressive­regulatory­practice,­catering­to­governments­and­

industry­leaders­requiring­leadership­guidance­on­regulatory­initiatives­and­restructurings.Chambers­UK,­2016

Our­energy­team­has­advised­from­the­start­on­the­privatisations­of­UK­companies,­including­British­Energy­and­British­Gas.­We­subsequently­have­advised­on­every­acquisition­and­subsequent­disposal­of­electricity­supply­campaign­in­the­UK.­We­have­devised­the­structure­for­electricity­supply­business­sales.

Highlights­of­our­UK­regulatory­work­include­advising:

a­number­of­gas,­electricity­and­water­companies on regulatory strategy issues including price control and licence modification

a­refinery­company on structured swaps for carbon credits

The­Department­of­Energy­&­Climate­Change­ on the European Commission’s State aid investigation into proposed measures to support EDF Energy’s investment in the construction of a new nuclear power station at Hinkley Point C in Somerset.

United­Utilities on its auction sale of Norweb’s electricity and gas supply businesses

Midlands Electricity on the sale of its electricity supply businesses to National Power

Hyder on the disposal of its electricity and gas supply businesses of SWALEC to British Energy

Capital Meters on an action in the Competition Appeal Tribunal (CAT). The Office of Gas and Electricity Markets (Ofgem) had imposed a fine on National Grid for

abuse of a dominant position in the market for the supply of domestic gas meters. National Grid appealed the decision to the CAT. Capital Meters and others intervened in support of Ofgem’s successful defence. The eventual follow-on action for damages in the CAT resulted in settlement

an overseas gas producer in relation to its participation in an LNG regasification project, including on its exemption from the regulated third party access regime

various­banks on the financing of carbon credits generated by projects.

YTL­‑­PowerSeraya­ on its acquisition of PowerSeraya Limited and the regulatory issues associated with the privatisation and deregulation of the Singapore electricity market

We were also Competition Team of the Year at the Legal Business Awards for our work on Northern Powergrid’s successful appeal to the CMA on price control

18 Energy /

We also have experience in the area of electricity market reform, including:

We have been the central adviser to the UK Government on a number of aspects of the Electricity Market Reform. We have helped the Department of Energy & Climate Change and the Department for Business, Energy & Industrial Strategy replace the Renewables Obligation regime with new Contracts for Difference (CfD); devised, developed, drafted and negotiated the standard terms of the generic CfD, the secondary legislation relating to it and the allocation process for the award of CfDs; as well as the Investment Contracts in respect of eight new renewables projects, including offshore wind farms and biomass plants.

Electricity Supply Board the government-owned electricity utility in the Republic of Ireland, on the acquisition of Northern Ireland Electricity Limited, the Northern Irish electricity transmission and distribution business of the Viridian Group, and associated electrical contracting businesses

ELEXON on its role as administrator of the Balancing and Settlement Code under the electricity trading arrangements for the electricity industry in Great Britain

UK­Government on the implementation of legislation to reform the structure of the electricity industry, including development of the Electricity Pool, its trading mechanics and the associated regulatory regime.

Electricity­market­reform

Energy networks

19 / Energy

Highlights­of­our­experience­include­advising:

Eastern­European­state‑owned­energy­company in a high value dispute subject to UNCITRAL arbitration between its wholly-owned subsidiary and a US contractor in relation to a turnkey contract for the repowering of two major power plants

a­Government‑owned­company­in­Oman in connection with various disputes, subject to ICC arbitration in London, arising under a 20-year concession agreement for the operation and maintenance of a major power plant

a­Russian­state‑owned­gas­distribution­service on a US$100 million dispute subject to LCIA arbitration with an American investor under multiple contracts. The dispute was governed by English law and related to emissions reductions and credits arising under the Kyoto Protocol and related UN provisions

an­international­oil­exploration­and­ production­company in relation to a number of disputes, subject to ICSID and ICC arbitration, regarding the exploitation and enjoyment of certain interests in offshore oilfields in Africa, including advising on related petroleum agreements and oil rig and contractor contracts

a­leading­European­utility­company in its defence of a multi-billion dollar claim, subject to LCIA arbitration, brought by two Middle Eastern oil and gas exploration companies in relation to the issue of quantum of damages based on a loss or diminution of chance in the claimants’ ability to exploit two major gas fields to achieve gas export

a­major­Canadian­oil­corporation in arbitration proceedings with a major US oil corporation in relation to a multi-million pound dispute arising out of a joint operating agreement for oil exploration and drilling in Peru

a­subsidiary­of­one­of­the­world’s­largest­ power­utilities in relation to a dispute in Asia regarding a power station construction project and related issues concerning the project financing

a­major­South­American­energy­company in relation to a dispute, subject to ICC arbitration, under an energy supply agreement with an Argentinian joint venture partner.

Dispute resolution

We­specialise­in­all­forms­of­dispute­resolution­and­have­particular­experience­in­arbitration.­We­advise­our­clients­on­a­wide­range­of­complex­arbitrations­around­the­world,­involving­both­English­and­foreign­law.­We­handle­arbitrations­conducted­under­the­auspices­of­numerous­arbitral­bodies,­including­the­International­Court­of­Arbitration­and­the­London­Court­of­International­Arbitration.­We­also­advise­on­ad­hoc­arbitrations­conducted­under­the­rules­of­particular­associations.­Our­Hong­Kong­office­has­handled­arbitrations­under­the­China­International­Economic­and­Trade­Arbitration­Commission­rules­in­Beijing­and­the­United­Nations­Commission­on­International­Trade­Law­and­ICA­rules­in­Hong­Kong.

Interviewees­indicate­that­this­practice­provides­very­high‑quality­advice,­is­‘very­impressive­technically’­and­is­always­‘responsive­and­proactive’.­In­the­words­of­one­

satisfied­client,­this­firm­is­‘one­of­the­very­best­I­have­been­involved­with’.Chambers­UK,­2013

March 2017

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© Slaughter and May 2017

This material is for general information only and is not intended to provide legal advice. For further information, please speak to your usual Slaughter and May contact.

Key contacts

Steven­GalbraithT +44 (0)20 7090 3099E steven.galbraith@slaughterandmay.com

Hywel­DaviesT +44 (0)20 7090 3102E hywel.davies@slaughterandmay.com

Tim­PharoahT +44 (0)20 7090 3018E tim.pharoah@slaughterandmay.com

Richard­ToddT +44 (0)20 7090 3782E richard.todd@slaughterandmay.com