Real Life Case Studies in Structuring Investment Projects in Myanmar: Oil, Gas and Power, Real Estate and Infrastructure, FMCG

April 16, 2013 - 9:30 am - 5:00 pm
Location: Seoul, Korea

Download: Event Brochure

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In Myanmar, nothing is as it seems. There are significant differences between the theory and the practice when it comes to structuring investment projects, licensing and market entry. In this in-depth presentation, Clifford Chance teams up with Myanmar law firm VDB Loi to prove an on-the-ground perspective. Edwin Vanderbruggen (VDB Loi) goes far beyond general high-level comments. He explains how actual deals work, how the Government really applies the foreign investment rules, and what you can achieve in practice from the authorities. Using real-life deals as illustrations, it is a thorough and rare inside look into this newly opened market.

  • Case study 1

Setting up a structure for onshore or offshore oil and gas exploration

– What is the best structure: a Myanmar subsidiary or a branch?
– Bidding for new blocks in practice: what is needed for pre-qualification?- Does a farm-in trigger capital gains tax in Myanmar?- What happens with loss carry forward and sunk costs in a farm-in?- Which terms of the PSC can in practice be negotiated?- Singapore holding structure tax reductions

– 5 misgivings on the tax structure of Myanmar PSCs

– Dispute resolution, clauses on re-introduction of sanctions

– Are financing expenses cost-recoverable and tax deductible?

  • Case study 2

Development and financing of real estate and infrastructure

– Which real estate projects are allowed for 100% foreign ownership?
– Structuring property joint ventures: how to transfer the land rights?- Taking security: what works in practice?- Latest Government’s practices on land rights for foreign investment- Real life example: how to conduct a property due diligence- Land rights and sale of condo units

– Tax implications of pre-sales and assignment of occupancy rights

– Is the Commercial Tax a cost to the developer?

– Lessons learned from the international airport per-qualifications

  • Case study 3

Licensing and structuring a gas-fired power generation project

– Do you need a local partner, in law or in practice?
– The licensing process step by step: from MOU to BOT to PPA- What is the minimum capital, debt/equity?- Which tariff will apply and how is it adjusted in time?- Key legal terms to include in the PPA- Which terms is the Government prepared to negotiate?

– Impact of the Commercial Tax on the project

– How to devise a profit repatriation strategy?

– Outward remittances of foreign currency

  • Case study 4

FMCG: Joint venture of a manufacturing and distribution company

– For which activities do I need a joint venture?

– Moving license, assets and land from the local partner to the JVco

– Can I distribute without manufacturing in Myanmar?

– What is the tax impact on your business model?

– Can I have foreign arbitration in the transaction contracts?

  • Case study 5

Market entry options for a service company

– Can I provide services in Myanmar without opening a presence?

– What is the best option: branch, normal subsidiary or with investment license?

– Assigning staff to Myanmar

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