Allens

Offices

Our experience in Papua New Guinea

Energy & Resources

Allens has been at the forefront of many significant energy and resources projects in PNG and throughout the Asia Pacific, having played a significant role for operators, financiers, developers or government.

Our in-depth knowledge of the legislative and regulatory framework surrounding the mining sector in PNG helps us guide our mining sector clients seamlessly through their transactions in PNG.

We advise six of the world's top 10 oil and gas companies. Our role as an adviser to many of the world's largest energy and resources companies, banks and regional governments has given us considerable depth of experience in project development, M&A and financing in the oil and gas industry. We advise on all aspects of oil and gas projects at all phases of the production lifecycle.

Anglo American
Represented Anglo American in its farm-in and joint venture agreements with Highlands Pacific in relation to the Star Mountain copper gold project in Papua New Guinea.

Wafi-Golpu Advising Newcrest Mining Limited and Harmony Gold Mining Company Limited – the Morobe Mining Joint Ventures, on their plans for the development of the world-class porphyry deposit at Wafi-Golpu.

Nautilus Minerals – Solwara 1 Project
Advising Nautilus on all aspects of its world first Solwara 1 sea floor copper and gold mining project, including in resolving its dispute with the Government of PNG and entering into binding documents for the state's participation in the Project.

Glencore
Advised a subsidiary of leading global diversified natural resource producer Glencore Xstrata PLC (Glencore) on a share sale agreement with PanAust Limited for the sale of its interest in the Frieda River Project in Papua New Guinea. The consideration for the transaction is a cumulative US$125 million, including US$75 million in two instalments of US$25 million and US$50 million.

Ok Tedi
Acted for Ok Tedi Mining in connection with the establishment and project financing of the Ok Tedi gold and copper project, and subsequently advised BHP Billiton on their exit from the project, including on arrangements to facilitate the transfer of their 52 per cent shareholding in Ok Tedi Mining to a program company enabling sustainable development within Western Province and PNG generally.

Newcrest Mining
Advising Newcrest on various legal issues arising out of its investment in the Hidden Valley mine and Lihir mine in Papua New Guinea.

PNG LNG project
Project Counsel to the ExxonMobil-operated US$19 billion- plus project to develop PNG's first LNG production and processing facilities. As Project Counsel, we worked to secure a fiscal and legal agreement with the PNG Government in the Gas Agreement for the project, all the necessary licences for the project under the Oil and Gas Act, and project finance.

ExxonMobil
Advised ExxonMobil in its bid for an interest in InterOil's Elk and Antelope gas fields. We have a good working knowledge of these assets and adjacent InterOil assets.

Talisman
Advising Talisman on regulatory and operational issues in respect of its various petroleum licences in PNG, including the Stanley Project under PDL10.

PNG Floating LNG project
Advised Höegh LNG, DSME ENR and Petromin PNG as sponsors of a proposed floating LNG project in the Gulf of PNG.

AGL Energy
Advised AGL Energy, Australia's largest energy retailer, on the sale of its oil, gas and LNG project assets in PNG in a deal worth A$1.1 billion.

China National Offshore Oil Company
Advised on joint venture arrangements for the exploration and development of petroleum titles in PNG.

Marubeni
Advised Marubeni on its acquisition of 21 per cent of the shares of Merlin Petroleum, which holds interests in the ExxonMobil operated PNG LNG project, along with other oil and gas fields in PNG.

Mitsui & Co., Ltd
Advised on the development of a Condensates Stripping Plant in PNG and option to participate in associated upstream development and LNG project.

Banking & Finance

We have extensive experience advising and coordinating lenders (including syndicates and clubs of lenders) on financing transactions, including leveraged acquisition finance, construction finance, and refinance facilities.

Our experience in recent years includes advising on the following:

PNG Ports
Advising PNG Ports on a potential PGK1billion project for the relocation of the Port of Port Moresby to an expanded site to enhance the efficiency and scale of port services.

ANZ
Advising ANZ on acquisition finance to Capital Insurance Group in connection with the acquisition of Dominion Insurance.

Bank of Papua New Guinea
Advising PNG's Central Bank on the revision of its foreign exchange control regime.

Club of PNG banks and financial institutions
Advised the consortium, led by Bank of South Pacific, on the syndicated PGK400million quasi-project financing of PNG Power's Rouna II hydro power station upgrade, and the Yonki Toe of Dam hydro power station.

Government-owned Eda Oil Limited
Advised Eda Oil to assist with funding operational requirements in the PNG oilfields. Advised on financing documentation, security arrangements and consents and approvals.

Westpac
Advised Westpac Australia and Westpac PNG in providing AUD and PGK facilities (totalling AU$70 million) to a private company group in PNG for working capital and to finance the acquisition of a new business in Australia.

Corporate & Commercial

Our corporate and commercial experts work with a variety of leading Papua New Guinean, foreign and multinational companies, as well as government and regulatory organisations.

Airlines of PNG
Advising Airlines of PNG on a significant equity capital raising and change of control transaction to fund its re-fleeting plans.

Air Niugini
Advising Air Niugini on its proposed ownership restructure.

Speedcast
Advising Speedcast on its acquisition of Pactel International and Oceanic Broadband – both significant satellite communications providers in PNG and the Pacific Islands.

Oil Search
Advising on the capital raising to fund its US$900 million acquisition of a Pac LNG Group Companies. The acquisition provides Oil Search with a strategic interest in the largest undeveloped gas resource in PNG.

Newcrest Mining
Advised Newcrest Mining on its acquisition of a 50 per cent interest in Harmony Gold's PNG mining exploration and development assets, worth up to US$525 million. Allens carried out legal due diligence and advised on the transaction documents, including the farm-in and joint venture arrangements.

Nautulis Minerals
Acted for Toronto-based Nautilus Minerals with respect to the world first Solwara 1 copper and gold sea floor mining project, including the sale of 15 per cent interest in the project to the PNG Government.

Pacific Rubiales Energy Corp
Through our alliance with Linklaters, we advised Pacific Rubiales Energy Corp (PRE) in relation to a farm-in agreement and related documents relating to PRE's acquisition of a 10 per cent net (12.9 per cent gross) participating interest in InterOil's Triceratops Project. This was PRE's entry into PNG.

Trafigura
Advising in relation to the acquisition of a 16.03 per cent shareholding in Highlands Pacific Limited, a PNG-incorporated company listed on POMSoX and ASX.

Schweiter Technologies
Advised Schweiter Technologies in the acquisition, via a newly established wholly owned PNG subsidiary, of the assets of a PNG company, PNG Balsa Company Limited, which specialises in the planting, harvesting and processing of balsa wood. Allens has advised in all aspects of the acquisition process, which was the company's entry into PNG, including drafting the asset purchase agreement and land sale contracts, incorporation and foreign certification of the buyer entity, obtaining relevant authorisations and registrations, including tax registrations, land transfer approvals and a forestry licence, and advising on employment matters.

Daewoo International Corporation
Advising Daewoo on construction of a power station in PNG, including advice on the regulatory approvals required to build and operate an independent power station in PNG, drafting a power purchase agreement, fuel supply agreement, land sale agreements and are in the process of drafting a construction contract for the power station.

Acquisition of EM-TV
Acted for Fiji TV in the acquisition of EM-TV, the sole free-to-air TV broadcaster in PNG.

Construction

Our corporate and commercial experts work with a variety of leading Papua New Guinean, foreign and multinational companies, as well as government and regulatory organisations.

Our Papua New Guinean team have a wealth of experience advising on the successful development and delivery of timing-critical, major construction projects. We are adept at managing competing stakeholder interests and delivering best-for-project outcomes. We understand the criticality of projects being delivered on time. We have extensive experience in successfully negotiating complex construction and procurement documentation in compressed timeframes, without compromising quality or the principal's interests.

PNG LNG project
As project counsel on the ExxonMobil-operated US$20 billion-plus PNG LNG project, we advised ExxonMobil on all aspects of the project including, in particular, in respect of the construction of the Project’s permanent office and housing complex in Port Moresby.

Port Moresby Airport Redevelopment
Acting for ANZ in its role as financier for the major redevelopment of Port Moresby’s Jacksons International Airport. This included advising ANZ in respect of the construction contracts and contracting strategy.

Holiday Inn Expansion
Advised Kumul Hotels on the financing and construction of the expansion of its Holiday Inn property at Waigani, in Port Moresby, at a project value of approximately PGK200 million. This project involved the construction of two new buildings, the Holiday Inn All Suites and the Holiday Inn Express, by Canam Construction, a New Zealand construction contractor.

Upper Baiune Hydro Power Station
Advised on the financing, construction and permitting of PNG Forest Products’ 9.6MW Upper Baiune hydro electricity power station.

Old Parliament House
Advised (and its sponsor shareholders including Nambawan Super) in respect of the financing and construction of the Old Parliament House building on the site of PNG's original Parliament House in Port Moresby.

Harbourside Development
Advised Steamships Trading Company on the financing, construction, permitting and joint venture ownership arrangements for the Harbourside Development in Port Moresby, at a project value in excess of PGK200 million.

Windward East Development
Advised Steamships Trading Company on the construction of Windward East, a luxury apartment complex, adjacent to the original Windward apartment complex at Ela Beach in Port Moresby.

Nambawan Super
Advised on a variety of back- end and front-end construction matters in respect of many of its commercial construction projects.

Gazelle International Hotel
Advised Nambawan Super and its joint venture partners in respect of the financing and construction of the Gazelle International Hotel in West New Britain Province.

Litigation

Many of our litigation partners are recognised as world leaders in their field, and market research shows that our accomplished litigation practice has 'put airspace between itself and its competitors' (Chambers Global – The World’s Leading Lawyers).

Nautilus Minerals
Advising Nautilus in resolving its dispute with the Government of PNG and entering into binding documents for the State's participation in the Solwara 1 Project.

Rio Tinto/Bougainville
Advised in connection with the litigation brought by the landowners in the US courts in connection with Rio Tinto’s involvement with the Panguna Mine in Bougainville.

Nationalisation of PNG Sustainable Development Program Limited's shares in OTML
Advising OTML in connection with the implementation by the State of nationalising legislation and subsequent litigation brought by PNGSDP against OTML and the State.

The State of PNG
Advising the State in the defence of litigation brought by residents of Western Province to close the Ok Tedi mine for alleged noncompliance with OTML's unique statutory environmental management regime.

Government

Independent Public Business Corporation
Advising the Independent Public Business Corporation on certain acquisition finance facilities.

PNG Government
Advising the State in the defence of litigation brought by residents of Western Province to close the Ok Tedi mine for alleged noncompliance with OTML's unique statutory environmental management regime. Consumer & competition law reform – Advised the Government on the establishment of an overarching competition law, and prepared the legislation to set up the Independent Consumer & Competition Commission.

Industry regulatory reform
Advised the PNG Government on reform of the regulatory framework in which a number of its monopoly utilities operated, including electricity, telecommunications, post, harbours and water.

Privatisation of Air Niugini
Advised the Privatisation Commission in the proposed privatisation of Air Niugini.