RECENT AND CURRENT KEY PROJECTS

BIOMASS-TO-ENERGY

Project Detail

Ngodwana Energy is a 25MW plantation biomass residue-fueled electrical energy generating facility situated at the Sappi Ngodwana Mill, Mpumalanga, South Africa. The facility will generate about 200,000 MW/h per year, all of which is to be sold to national utility Eskom under a 20 year Power Purchase Agreement concluded in terms of the South African Renewable Energy IPP Procurement Programme.

Role

Our principal undertook the role of Project Legal Lead for Sponsors and Developers, responsible for drafting, negotiating, and concluding all key project agreements - EPC, O&M, Fuel Supply, Water Supply, Solid & Liquid Waste Management, Notarial Lease, and associated agreements and securities (Lender Direct Agreement, OHSA Delegation Agreement, Construction and Operations Bonds and PCGs). We are providing ongoing support in the implementation of the EPC Contract.

 

Status

The project reached financial- and commercial close in April 2018, and construction has commenced. Commercial operation is anticipated in the first half of 2020.

SMALL HYDROPOWER

Project Detail

Fusion Energy and Navitas Power have partnered in the development of 8 small hydro-power facilities to be constructed alongside the Orange River/Little Fish and Fish River/Sundays River water transfer schemes in the Eastern Cape, South Africa. Water will be diverted from these schemes into small hydro-power plants constructed on adjacent private land, and reintroduced back into the canals, extracting only the energy contained in these 'run-of-river' resources. Electrical energy produced will be sold under a long term 'take-or-pay' private Power Purchase Agreement with a 'blue-chip' offtaker.

Role

We are the Project Legal Lead for Sponsors/Developers. Responsible for drafting negotiating, and concluding the required JDA, structuring the Project SPV, and drafting, negotiating and concluding the required Shareholders Agreement and template Pref Share Subscription Agreement. Further responsible for drafting, negotiating, and concluding all key project agreement templates - EPC, O&M, Power Purchase Agreement, Land Rights Option - and advising on and facilitating the procurement of key project permits - water use entitlement, grid connection, and generation licence.

Status

Development is continuing. Two projects are well advanced, with environmental authorizations and water-use entitlements procured, land rights secured, Power Purchase Agreements concluded, and EPC procurement in progress.

UTILITY-SCALE SOLAR PV

Project Detail

juwi Renewable Technologies is the appointed EPC Contractor and O&M Operator in respect of the Bokamoso (78MWp), Waterloo (86MWp), and Droogfontein (86MWp) solar PV projects being developed by African Clean Energy Developments in Round 4 of the South African Renewable Energy IPP Procurement Programme. Electrical energy generated by each facility will be sold to Eskom under a 20 year Power Purchase Agreement.

Role

We have provided legal support for the juwi team through drafting, negotiating, and concluding the EPC contracts and O&M agreements across all three projects, together with all the ancillary agreements and securities - Performance Bonds and Advance Payment Guarantees, Parent Company Guarantees, Lender Direct Agreements, Co-Operation Agreements (horizontal defense), Subcontractor Side Agreements, and Health & Safety Delegation Agreements.

Status

As of end-July 2018, all three projects have reached financial close. Construction will commence shortly.

WASTE-TO-ENERGY PYROLYSIS

Project Detail

GCX Africa is developing an embedded facility for a client to manage all of the bio-waste produced by the client's commercial operations, through conversion of the bio-waste by means of proven and operating pyrolysis technology, producing heat, syngas, and electrical energy to be taken by the client for utilization in its operations.

Role

We are appointed Project Legal Lead for Sponsors/Developers. We are responsible for drafting, negotiating, and concluding all key project agreements - Waste Management Agreement, Heat Supply Agreement, Syngas Supply Agreement, Power Purchase Agreement, Notarial Lease, EPC Contract, and O&M Agreement. Further responsible for appropriate structuring of the Project SPV, engaging with debt and equity participants regarding the structure of their participation, and drafting, negotiating, and concluding the appropriate Share Subscription Agreement, Shareholders Agreement, and Loan Agreements.

Status

In progress. All key agreements are in the process of finalization.

COMMERCIAL ROOFTOP SOLAR PV

Project Detail

Fusion Energy and All Power Systems have partnered in the development of a pipeline of 1500MW of commercial rooftop solar PV facilities on commercial buildings across South Africa. The projects involve innovative contracting structures designed to substantially reduce property owner capex and equipment risk, whilst supporting balance sheets with appropriate lease arrangements. Electrical energy produced by the facility is managed for the property owner and its tenants. On certain facilities, such electrical energy is sold under a long term 'take-or-pay' private Power Purchase Agreement with a 'blue-chip' offtaker and wheeled through national and municipal networks.

Role

We are Project Legal Lead for the co-venturers, responsible for structuring the corporate vehicle and subsidiary SPVs through which the scheme is implemented, and drafting, negotiating, and concluding the required Co-Operation Agreement between the equity participants, together with the template Preference Share Subscription Agreement that governs equity funding of individual projects. Further responsible for formulating all key project agreement templates - innovative  Service Agreement and Power Management Agreement, Construction & Operation Agreement, and notarial leases/servitudes where required.

Status

In progress. The first agreements have been signed with commercial property owners and projects commenced.

LNG IMPORTATION

Project Detail

South Africa has recognized the imperative to utilize natural gas as a key element of the energy mix. Originally anchored in the proposed "Gas-to-Power" programme, it is accepted that a much wider aggregation of gas resources is required in order for the implementation of LNG importation to be feasible, with multiple participants in the value chain.

Role

Advizing a State-Owned Entity as to its possible participation in the proposed development and operation of LNG import infrastructure at various South African ports, and the developing first templates of the proposed Port Concession Agreement, Terminal User Agreement, and Terminal User Rules.

Status

The initial advisory work has been completed and the first templates of the agreements and rules formulated. Forward progression on LNG import in South Africa depends on the final revision of the Integrated Resources Plan, the determination of the extent of the non-power gas market, the proposed further development of regional onshore gas pipelines, and the implementation of the IPP Gas-to-Power programme.

ELECTRICITY SECTOR REFORM

Project Detail

It is commonly accepted that South Africa's national utility Eskom cannot continue with 'business-as-usual', caught up as it is in the classic utility 'death spiral'. Interested and affected parties are looking at different options to possibly reform the sector in order to preserve the utility and simultaneously ensure security of supply at affordable rates.

Role

Legal and Regulatory work stream lead in a multi-disciplinary team engaged by a unit within a Government Ministry to formulate a paper identifying options for mechanisms and processes, based on international and local experience, which might be put in place to establish the basis for a power exchange in South Africa and eventual industry restructuring, whilst preserving important mechanisms such as the Renewable Energy IPP Procurement Programme, and further developing a road-map for possible implementation.

Status

The initial advisory work has beencompleted. Forward progression depends on the final revision of the Integrated Resources Plan, and the determination at central government level (Cabinet) as to the appropriate solution to be implemented.

CONSTRUCTION DISPUTE RESOLUTION

Project Detail

A global provider of energy storage was faced with a multi-million dollar claim by its international EPC contractor for substantial time- and cost overruns in the construction of major new liquid fuel storage facilities.

Role

We were appointed by the employer to carefully analyze the contractor's claim in the context of the full EPC contract and all of the surrounding circumstances in the implementation of the contract, and to advise the client on the merits of the contractor's claims, and options available.

Status

Based on our analysis and advice given, the client has been able to resolve the claims to its very substantial advantage, whilst simultaneously preserving the important relationship with the contractor.

START-UP AND CAPITAL RAISE

Project Detail

Fusion Energy Holdings is an energy "start-up" developing a mix of small hydro-power, commercial rooftop solar, and other renewable energy projects, both on its own and together with key co-venturers. The company seeks to raise substantial capital to implement its first projects and progress further opportunities.

Role

Based on a long-standing relationship between respective founders, we are assisting Fusion with all legal aspects and requisite agreements pertaining to the establishment of the business, the raising of capital, and the development of first projects. Upon the successful raising of capital, we will be contracted in to undertake the role of Group Legal Counsel.

Status

The company has been formed and appropriately structured. Initial investors have given strong expressions of interest for proposed equity investment and capitalization of the relevant vehicle to fund first projects. Formal arrangements with such investors now are being progressed.

© 2019 by AsH3Konzult.