A d v i s e r P r o f i l e Name: Position: Location: Experience: Nationality: Audray Souche Partner; Managing Director, Thailand; Deputy Head, Energy, Mining and Infrastructure Practice Group; Head, Clean Energy Division Bangkok, Thailand 14 years French C u r r i c u l u m V i t a e Membership in Professional Societies Director, French-Thai Chamber of Commerce Key Qualifications Audray Souche is a Partner and Country Managing Director of DFDL Thailand. She has been working in the region since 2004, combining general commercial/foreign investment experience with specialized experience on energy and infrastructure projects. As the Deputy Head of the Regional Energy, Mining and Infrastructure Practice Group, she has led DFDL teams on numerous energy, project development, financing and technical assistance matters in the Lao PDR, Cambodia, Myanmar, Thailand, Vietnam and Bhutan. She has also sound experience on M&A transactions in the Lao PDR, Vietnam and Thailand. After having worked in Phnom Penh and in DFDL s Vientiane and Ho Chi Minh City offices, she is currently based in the Bangkok office. Education Professional Education 2011 Training course: Project Planning and Financing for Renewable Energy projects - Power Edge Asia,Singapore 2002 Internship: Preparation and revision of the legal acts adopted by the Parliament European Parliament, Division Plenary session acts, Luxembourg 2002 Internship: Sector Analyst, French Embassy, Trade Section, Cambodia 2002 Internship: Sector Analyst. Delegation of the European Commission, Cambodia Academic Education 2010 International Tax Law Course, Joint program Faculty of Law and Economic Sciences of Phnom Penh (Cambodia)/Law Faculty of Lyon, France 2001 Post-graduate Master s Degree in European and International Law, Key subjects: European business law, international private law, state contracts, tax law, Law Faculty, University of Lyon, France 1999 Training seminar: Practice of international negotiations, Max Planck Institute for Comparative Public Law and International Law, Germany Excellence. Creativity. Trust Since 1994 9 th Floor, The Dusit Thani Building 946 Rama IV Road, Silom BANGKOK 10500 Thailand t: +66 2636 3282 f: +66 2636 3290 e: thailand@dfdl.com B A N G L A D E S H C A M B O D I A * I N D O N E S I A * L A O P D R M Y A N M A R P H I L I P P I N E S * S I N G A P O R E T H A I L A N D V I E T N A M *DFDL collaborating firms www.dfdl.com
2000 Master s Degree, Political Sciences/Public Law, key subjects: public law, European law, economic policies, international law, Institut d Etudes Politiques de Lyon (France)/School of Political Sciences of Innsbruck, Austria Employment Record: DFDL, Mekong Sub-region Partner (Jan 2014 Present) Senior Adviser (2008 2013) Legal Adviser (June 2004 2008) Areas of practice included energy and infrastructure, project finance, foreign investment (general). Ministry of Foreign Affairs, France (French Cooperation in Cambodia) (May 2002 Apr 2004) Project Coordinator in the Legal and Judicial Sector Project management (budget implementation and monitoring, contracting with service providers, coordination with bi- and multilateral donors), institutional support (Ministry of Justice, Cambodian Bar Association, Royal School for Judges and Prosecutors), capacity building (organization of training of trainers, institutional support and curriculum designing), law dissemination and publication (drafting of legal comments on Criminal Law for Ministry of Justice and support to the drafting of legal materials). CEGELEC (CIVIL ENGINEERING COMPANY), France (Feb 2002 Mar 2002) Consultancy mission Preparation of technical documentation and engineering contracts, including general review and translation in German, for a large infrastructure project (Lötschsberg Tunnel). Awards IFLR1000 2016 Designated Leading Lawyer Practice areas: Banking, Energy & Infrastructure, Project Development, Project Finance Jurisdictions: Lao PDR, Thailand Legal 500 2015 Recommended Practice areas: Projects and Energy Jurisdictions: Thailand Recent Publications Small hydro frameworks: the case of Vietnam and the Philippines Audray Souche, Hoang Phong Anh, Jude Ocampo and Will Rossiter International Journal of Hydropower and Dams (2016) A Delicate Balance ASEAN, Development and Environmental Regulation Audray Souche, Hoang Phong Anh, Kristy Newby, Bridget Di Certo and Kunal Sachdev ASEAN Path (August, 2015) Thailand s Regional Operating Headquarters scheme Audray Souche, Huy Luu and Kunal Sachdev ASEAN Path (December, 2014) Various legal publications in Cambodia (Review of the Phnom Penh Faculty of Law and Economics, Commented Criminal Code) Coordination of the 2007 DFDL Lao Monthly Law Updates and of the Lao Legal and Investment Guide 2007; Coordination of and contribution to the 2010 & 2011 DFDL Vietnam Legal and Tax Pointers. 2
Major Projects Undertaken Focus on Infrastructure and Project Finance Refinancing of Houay Ho Hydropower Project (Laos) Existing and New Lenders (Nov. 2014 Present) Acting as responsible partner of DFDL teams representing respectively the Existing Lenders and the New Lenders in relation to the refinancing of the Houay Ho hydropower project. Works included assessment of Lao law issues associated with the refinancing, review of credit facilities agreement, drafting of the termination and release documentation and drafting of the new share security package. Financing of Hydropower Center (Bhutan) EUR 6.5m Deutsche Entwicklungsgesellschaft (DEG) (Aug. 2014 Present) Acting as responsible partner of DFDL team representing the lender in relation to the financing of a green field project which consists of the engineering, procurement, construction and commissioning of a hydropower service center in Gelephu (Bhutan). Project is developed by a joint venture between local investor and Alstom Hydro Holding. Asian Development Bank (Myanmar) - Power Sector Regulatory Reform (March 2014 Present) Acting as responsible partner of DFDL team acting as consultant under the technical assistance project Enhancing Power Sector s Legal and Regulatory Reform (TA 8469-THA); activities include notably review of existing Myanmar power sector analysis; production of an assessment summary of the key challenges; involvement of the review of the draft new electricity law; drafting of the draft implementing regulations; drafting of the draft law on rural electrification. Waste-to-RDF Fuel (Vietnam) Thai-based international developer (2014 Present) Assisting the client in relation to drafting of project development agreements and transaction documents for acquisition of project companies as well as due diligence assistance for the development and operation of municipal solid waste conversion to RDF fuel for sale on domestic and export market and use in waste-toenergy facilities for sale of electricity. Nam Theun 1 (Lao PDR) USD 680m (2008 Present) DFDL team leader acting as lead counsel to the sponsor in relation to a 600MW hydropower project, including drafting and negotiation of the concession agreement with the Government and power purchase agreement, shareholders agreement and resettlement services agreement with Electricité du Laos. Nam Tha 1 (Lao PDR) USD 450m (2008 Present) Acting as project counsel to the sponsor in relation to a 168MW hydropower project, including drafting and negotiation of the concession agreement with the Government and power purchase agreement, shareholders agreement and resettlement services agreement with Electricité du Laos. Xe Pian Xe Namnoy (Laos) USD 1b Lenders (Nov. 2012 Present) Acting as team leader of the local counsel to lenders including due diligence, advice on enforceability of contemplated English law backstop structure, drafting and negotiation of all Lao security documents, review all financing documents, advice on account structure, and closing assistance. Lower Sesan 2 (Cambodia) USD 800m Huaneng (2014 2016) Acted for the guarantor in relation to a 400MW hydrowpower project. Solar PV Utility Business (Cambodia and Vietnam) (2014 2015) Advised regional private equity fund in relation to the development of a new business venture to develop solar PV utility leasing and operating business in Vietnam and in Cambodia. Project Financing Advisory Network Asia (PFAN-Asia) (Cambodia, Indonesia, Lao PDR, Thailand, Vietnam) USAID/Deloitte (2013 2014) Advised the client as local counsel to determine, inter alia, the direction, activities and priorities for the PFAN-Asia Program, including research and contributions on the current state of clean energy finance in the region, consultations with key stakeholders throughout the region, identification of pitfalls and opportunities and contribution/participation to specialized workshops. 3
Focus on Infrastructure and Project Finance Future Carbon Fund (Bhutan, Cambodia, Vietnam) USD 12m (agg.) Buyer (Feb 2012 Oct 2012) Acted as team leader of local team acting as counsel to the Asia Development Bank in relation to entering carbon emission reduction purchase agreements with local producer of CERs, including legal due diligence, legal opinion and advice works on the relevant CER purchase transactions (including review of contracts). In Bhutan, the relevant project is the first hydro project in Bhutan with foreign private investor participation and is the first cross border CDM project registered in the world (expected to generate CO₂ saving of 500,000 tons per year). Financing of Water Treatment Facility (Cambodia) French Agency of Development (2009 Present) Advised French Development Agency in relation to the financing of a water treatment station and network and of its extension in Phnom Penh (Phase I and Phase II), including drafting of security agreement and legal opinion. Phnom Penh Public Lighting Project (Cambodia) USD 90m Developer (Apr 2011 End 2012) Acted as counsel to French investor operating in public lighting sector in relation to the development of the public lighting system of Phnom Penh under a build, transfer and operate form, including BTO contract drafting, negotiation assistance, drafting of financing documents and general advice. Establishment of Regional Equity Private Equity Fund (Cambodia, Laos, Vietnam) USD 200m Strategic Investors (2011) Acted as leading adviser in DFDL team acting as local counsel to the partnership in relation to the development of a private equity fund with a focus of investments in the energy sector in Cambodia, Laos and Vietnam, including structuring advice and drafting of private placement memorandum. Nam Ngum 3 hydropower project (Laos) USD 500m Sponsors (2011) Acted as leading adviser in DFDL team acting as local counsel to the Sponsors in relation to the development of the Nam Ngum 3 power station (440 MW), including regulatory advice, concession agreement negotiation assistance, review of financing documents, closing process assistance. International counsel is Hunton & Williams. Financing of FPSO Conversion and Installation (Vietnam) USD 356m Lenders (2011) Team leader of DFDL team acting as local counsel to the Lenders (inc. SMBC) in relation to the conversion and installation of floating production, storage and offloading unit, including regulatory advice, review of advice in relation to bareboat charter agreement, O&M contract and EPCI contract. Telecom Operator Financing and Refinancing (Cambodia) USD 591m Borrower (2011 2012) Team leader of DFDL team acting as local counsel to Chinese lenders in relation to the financing of the purchase of Huawei equipment by local telecom operator and the refinancing of existing debts, including due diligence, drafting of security package and closing process. International Counsel is Baker & McKenzie. 3 Small Hydropower Projects (Vietnam) USD 40m Foreign Sponsor (2010) Acted as counsel to French new investor in relation to the acquisition of interests in the three relevant small projects, including negotiation and drafting assistance for the capital contribution and business cooperation agreement to be executed with the original sponsor. Lower Russei Chrum (Cambodia) USD 500m Export-Import Bank of China (2010) DFDL team leader acting as local counsel for the lender in relation to a 338MW hydropower project in Koh Kong province. Hydro and CDM Trading (Cambodia) CDM Trader (2010) Acted for a Dutch CDM trader in relation to the extraction of emission reduction units from the Kamchay hydropower project under the Clean Development Mechanism, including review of the emission reduction purchase agreement and relevant advice on registration requirement. Biogas Production and CDM Trading (Vietnam) Developer (2010) Provided legal and tax assistance, including in terms of incorporation and tax structuring, in relation to a project of biogas production, sale and CERs generation in Danang, including review of biogas transfer contract. Sihanoukville Coal Fired-Power Project (Cambodia) USD 140m Lender (2009 2010) Assisted DFDL Team acting as local counsel to Malaysian bank in relation to the financing of a coal fired power project, including drafting of security package. 4
Focus on Infrastructure and Project Finance Lower Stung Russei Chrum (Cambodia) USD 420m Lender (2009 2010) Leading adviser in DFDL team acting as local counsel to Chinese lender in relation to the financing of the Lower Stung Russei Chrum hydropower project, including due diligence, drafting of security package and closing process. International Counsel is Herbert Smith. Sepon Mine Project (Laos) Original Lender (2009) Leading adviser in DFDL team acting as local counsel to the original lender of the Sepon Mine Project in relation to the sale of a 90% interest in the Project by OZ Minerals to new investor Minmetals. This included in particular assistance in relation to the refinancing arrangements, including advising on security enforcement issues, discharge and security release issues, drafting of termination and release documentation and advising and on Lao law impacts of new financing terms. International Counsel was Mallesons Stephen Jaques. Houay Ho Hydropower Project (Laos) Original Sponsor (2008) Leading adviser in DFDL team acting as local counsel to GDF-Suez/Tractabel in relation to the transfer of shares and consequent security interest in the Houay Ho hydropower projects in the framework of the overall GFD Suez group restructuring. Works included advice and refinancing arrangements, drafting of the termination and release documentation and drafting of the new share security package. Theun Hinboun Expansion Hydropower Project (Laos) USD 500m Developers (2008) Leading adviser in DFDL team acting as local counsel to THPC in relation to the upgrade of the Theun Hinboun power station and to the expansion of the total generating capacity (440 MW +60 MW), including advice on impact of financing restructuring and drafting of new security package. International counsel was Hunton & Williams. Nam Lik 1 Hydropower Project (Laos) USD 150m Lender (2008) Advised the lenders (China Exim Bank) in relation to a 100 MW hydropower project including review of the main project documents, drafting of a legal opinion and advice on the security package. Nam Ngum 2 Hydropower Project (Laos) USD 750m Lenders (2005 2006) Advised Thai lenders as member of the local project counsel team on a USD 750M hydro project in Laos, including notably review of the project and finance documents, preparation of draft legal acts, conditions precedents monitoring, relations with local authorities and with the various project s parties. Nam Theun 2 Hydropower Project (Laos) USD 1.3b Lenders (2004 2005) Advised lenders (consortium of 30 private banks + World Bank, ADB, AFD, EIB) as member of the local project counsel team on a USD 1.3B hydro project in Laos, including notably review of the project and finance documents, assessment of Environmental and Social obligations and compliance advice, preparation of draft legal acts, conditions precedents monitoring, relations with local authorities and with the various project s parties, coordination of the document registration process and advice on perfection and enforcement of securities (including registration of security agreements in Laos). International counsel was Allen & Overy. Selection of Projects in other Sectors Telecommunication Acquisition (Laos) USD 100m Russian Investor (2009 2010) Conducted due diligence on target company in Laos and provided legal advice related to acquisition by client of a 78% equity stake in the Lao entity of an international telecommunication service provider. Contract Enforcement (Thailand) BP Solar (2008) Assisted negotiations with relevant Thai governmental authorities regarding contract enforcement issues related to defected solar system items. Extension of Beverage Industrial Facility (Laos) USD 10m IFC (2007 2008) Acted for the International Finance Corporation in relation to the financing of the construction of a new of manufactory, including compliance advice, drafting of security documentation, and legal opinion. Telecommunication Acquisition (Laos) USD 45m ST Telemedia (2007) Conducted due diligence on target companies in Laos, provided all legal advice required in Laos for acquisition by client of a 49% equity stake in the telecommunication business of Shinawatra International in Laos. 5
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