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

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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