SNC Incorporated

Chambers & Partners – Law Firm Profile

About

Provided by SNC Incorporated

Managing Partner: Shakwa Nyambe

Number of Partners: 2

Number of Lawyers: 15+

Languages: English, Afrikaans, Setswana

Firm Overview:

SNC Incorporated is a full-service Energy, Natural Resources, Commercial and Dispute Resolution law firm with offices in Windhoek, Namibia. Equipped with international exposure and with local knowledge of the laws in Namibia, Southern Africa and the rest of Africa, they are uniquely placed to advise our clients. They advise International Corporations, Private Companies, Governments, Indigenous, African Companies, State Owned Enterprises and Non-Governmental Organizations doing business in Africa across a range of industry sectors. With their comprehensive experience as a firm, combined with proven skills of their Lawyers and Consultants in key sectors such Energy, Natural Resources, Corporate and Commercial, they are positioned to provide valuable legal and business advisory to clients in Namibia and the rest of Africa. They also provide legal services to clients in sectors such as Infrastructure, Telecommunications, Environment & Climate Change, Legal & Regulatory Compliance, Mergers & Acquisitions and Labour & Employment. SNC Incorporated is recognized and highly rated by global institutions such as Chambers and Partners, IFLR1000, Global Law Experts, The LawyerNetwork and CorporateINTL.

Main Areas of Practice:

• Banking and Finance:

-Rendering legal advisory services on the viability of Factoring (financial transaction and a type of debtor finance in Namibia) to a client (international bank), facilitating a loan agreement between parent company and subsidiary company in compliance with banking and foreign exchange regulations, advising on foreign currency payments received into Namibia, advising on the options available for client to fund its Namibian entity, advising on whether client is required to bring the revenue from the sales of oil into the country i.e., repatriate into Namibian currency – Confidential clients

-Advising Reconnaissance Energy Africa, a company listed on the TSX, in connection with the public offering of its shares and listing in Namibia.

• Claims, Dispute Resolution and Litigation:

-Litigating on behalf of the Road Authority of Namibia in respect of construction of Trunk Road 9/1 From Windhoek to Hosea Kutako International Airport, Namibia

-Litigating on behalf of Reconnaissance Energy Namibia and National Petroleum Corporation of Namibia (NAMCOR) in an urgent application brought by environmental pressure groups to stop oil and gas operations in Namibia.

• Due Diligence and Compliance (Criminal Investigation):

-Conducted various investigations on behalf of confidential clients by doing background checks, conducted interviews with well-known respected sources from Namibian Police, Prosecutor General’s Office, Anti-Corruption Commission, Investigative Journalist as well as the Business Registration Authority in respect of potential local partners and subcontractors and based on our knowledge drew various inferences to advise client on the risk, if any.

• Construction:

-Advised Road Authority of Namibia, Otjomuise Construction CC and Indigenous Construction CC on its various road construction projects in Namibia including drafting equipment lease agreements and construction agreements.

-Advised Reconnaissance Energy Namibia Pty Ltd in respect of the provision by Burmeister of engineering & supervision services for the construction of access roads and platforms for oil drilling works in the Kavango East Region, Namibia at various drilling locations (onshore project).

• Oil and Gas, Contracts (including EPCI, charter, operation and maintenance contracts):

-Attend to advising and/or drafting, negotiating and reviewing of various agreements for offshore and onshore operations for confidential clients, Woodside Energy, Noble Drilling, Reconnaissance Energy Africa etc which inter alia include the Joint Operating Agreement, Farm-out Agreement, Purchase and Sale of Asset Agreement, Service Level Agreements, Construction Equipment Lease Agreement.

-Drafting and negotiation to full conclusion of an agreement between Reconnaissance Energy Namibia and Burmeister and Partners for the provision of engineering & supervision services for the construction of access roads and platforms for oil drilling works in the Kavango East area at Sites P33 & P23 (EPCI Contracts Operation and Maintenance Contract and negotiating to conclusion FIDIC Contracts), Employment Agreements, Service Level Agreements, Consultancy Agreements, Borehole Construction and Installation Agreements, Master Service Agreement, Labour Hire Agreements.

• Corporate law and Corporate Governance:

-Advising Vantage Drilling, Reconnaissance Energy Africa, Noble Drilling, Halliburton, Enagol, Baker Hughes and Hakahana Energy on the various types of organizations/entities/companies available, including branches of foreign subsidiaries, offices and local subsidiaries in Namibia and advise on the process of establishing the local entity as well as documentation required (completing documentations on behalf of client).

-Drafting shareholders agreements and constitutional documents of the company, drafting power of attorneys and special resolutions, attend to taking of minutes, corporate housekeeping required to keep the Namibia entity in good standing and in compliance with the Companies Act.

• Country Special Risk:

-Advising thea confidential clienton the types of sanctions imposed on South Sudan by the Office of Foreign Assets Control (OFAC) as of 3 April, advising how the sanctions affect the establishment of a foreign company in South Sudan, how do the sanctions affect the payment obligations by client towards the Government of South Sudan and whether any payments will be considered contrary to the Sanctions Against Persons Contributing To The Conflict In South Sudan.

-Preparing a Country Risk Report on Namibia for various specified clients including Reconnaissance Energy Namibia.

• Immigration and Customs:

-Facilitated the application process for employment permits and work visas for Vantage Drilling and Halliburton.

-Facilitated meetings with the Immigration Selection Board for Confidential Client.

-Advised Woodside Energy, Noble Drilling and Vantage Drilling in detail on the procedure for importing an offshore rig and various oil & gas equipment and any costs associated with the importation of such a rig and oil & gas equipment on a temporary importation and permanent importation basis, advise on relevant custom duties, import vat and whether there are any exemptions available, how to apply for exemptions and advising on which customs agents to utilize?

• Data Privacy:

-Advise Woodside Energy, Noble Drilling, REN, Green Capital on whether Namibia has Namibia has passed any data protection and privacy laws and If so providing a brief summary on such laws and if not what laws or articles are in place to protect data and privacy.

• Energy:

-Advising Green Capital, GC Renewable Energy, Renewable Energy Exchange of Namibia (RENEX), Motsi Technologies Pty Ltd on regulatory approvals, applying for generation licences and advising on the entire value chain of, from licensing, construction, financing, operation, maintenance and eventually disposal of assets as well as the land tenure system of Namibia.

• Environmental Law

-Attend before environmental appeal tribunal on behalf of Reconnaissance Energy Namibia Pty Ltd (REN) in respect of matters brought by NGO’s before the Environmental Appeal Tribunal

-Advise and assist REN on the consultation process of communities as prescribed in the Environmental Management Act and Regulations.

-Advise various confidential clients on who bears the onus to apply for environmental clearance certificate and review various EIA’s and EMP’s to verify whether specific activities are foreshadowed in the Environmental Impact Assessment Report and the Environmental Management Plan prepared by Operator and or whether client’s activities are foreshadowed.

-Advise various international oil companies on the Environmental Clearance Certificate requirements, Drilling Permits, Oil Pollution Certificates, Waste Management Plan, Oil Spill and Fire Contingency Plan etc.

• Insurances and Intellectual Property:

-Render advise on insurance requirements for vessels in Namibia and advise on the legal of intellectual property clauses for Reconnaissance Energy Africa.

• Labour and Employment:

-Attend to the drafting of employment agreements and consultancy agreements for REN and Vantage Drilling.

-Attend to apply for specific exemptions for drilling operations offshore and onshore Namibia to be declared as 12 hour continuous shift operations from the Minister of Labour.

-Advise confidential clients on whether there a requirement to conclude written Employment Agreements and if so, is there a “standard” form of employment agreements, whether there are any mandatory prescribed working hours, and if so, are exemptions allowed, advise on Affirmative action i.e., preference to employees from designated groups when recruiting, advise on tax implications i.e., P.A.Y.E (tax) and whether Labour Act applies to expats in respect of employees, any regulatory bodies which employees must be registered.

-Attend drafting Disciplinary Code and Procedure, Non-Permanent Employment Policy, Human Rights Policies, Affirmative Action Policy, Stakeholder Engagement Policy and Procedure and various other policies on behalf of clients as well as advising on labour movements and Labour disputes in Namibia (including how to handle and mitigate same).

• Maritime Law:

-Engage the Directorate of Maritime Affairs which is responsible for ensuring the safety of life and property at sea; the prevention and combating of pollution of the marine environment by ships; and promotion of Namibia’s maritime interests on behalf of Vantage Drilling to advise on the scope the legal framework in respect of the Tungsten Explorer Drillship.

• Offshore Constructions:

-Most of the experience is related to the legal and regulatory advice we rendered to Reconnaissance Energy Africa and Reconnaissance Energy Namibia..

• Offshore oil and gas contracting and regulatory:

-Drafting, negotiating and reviewing of various upstream agreements such as Purchase and Sale of Asset Agreement, Royalty Agreement, Data Use Licensing Agreement, Farm Out Agreement, Confidentiality and Non-Disclosure Agreements, Joint Operating Agreement, Petroleum Agreement, Surface Use Agreements and various other upstream agreements on behalf of Reconnaissance Energy Namibia, NAMCOR, Woodside Energy

-Rendering regulatory advise on Labour Exemptions for continuous operations or operations conducted in excess of maximum working hours; Immigration Compliance; Affirmative Action Act Compliance – Industry Specific Permits applicable offshore.

-ECC, Drilling Permit, Import and Export Permit, Storage permit, Health, Safety and Environment regulations in Namibia which applies to offshore installations, applicable drilling permits.

-Local Content Requirements in Namibia, Social License to Operate in Namibia.

-Prepare various legal opinions on natural gas rights, drilling requirements and preparing applications for Petroleum Exploration Licence on behalf of international oil companies – clients include Woodside, Reconnaissance Energy Africa, Noble Drilling, Halliburton, Zambezi Exploration, Vantage Drilling etc.

• Procurement:

-Advising most of the upstream clients in Namibia on the internal directive introduced by the Technical Committee which advocates for local participation.

-Advising on public private partnership procurements in Namibia.

-Advising on the prescribed requirements of the Public Procurement Act and further advising Reconnaissance Energy Namibia Pty Ltd on the procurement process vis a vis anti-competitive and restrictive practices to ensure tendering is done in accordance with Competition Laws of Namibia.

• Property:

-Advising Green Capital on the various forms of land tenure recognised in Namibia and further advising on the sensitivity on land issues in Namibia and how to engage stakeholders as it pertains to land in Namibia.

• Regulatory laws:

-Advising Woodside Energy, Vantage Drilling, Noble drilling, Baker Hughes, Vibrant Upstream, Halliburton and many more on (not exhaustive) - confidentiality and security trading, data privacy in Namibia.

-Considering whether certain acts client intends to take are contrary to UK, USA, Canada foreign corrupt practices act.

-Advising on reporting obligations by oil company.

-Advising on scope of merger notifications in Namibia, construction disputes, VAT exemptions that apply to oil & gas imports, local content & local participation requirements in Namibia, employment relationships, immigration, taxation, customs and excise matters, health, safety and environmental management framework, anti-corruption laws, the role of the business & intellectual property authority, salient stakeholders, ESG requirements in oil & gas industry.

-Advising on and applying on a list of additional permits required at exploration stage, import permits, licence to use and possess radioactive sources, permit to import radioactive sources, permit to use explosives, permit to transport explosives, importation of explosives permit.

• Tax:

-Advising Woodside, Vantage Drilling, Noble Drilling, TGS and REN on the applicable taxation requirements that will apply to the Clients considering the mode of business.

-Advise on the imposition of withholding tax, advising on how to client’s corporate structure should be set up as it pertains to tax.

-Advising on Namibia’s taxing regime as well as the relevant powers of the taxing authority – jurisprudence, case law, pay now argue later concept in Namibia etc.

Ranked Offices

Provided by SNC Incorporated

Windhoek, Namibia – Head Office

·8612 Hosea Kutako Drive

Southport Building

1st Floor, Unit 6C & D

Windhoek

Namibia