In South Africa, Fibon Energy is developing a Solar PV project in Vredendal, Western Cape, and in other parts of Africa, we are currently working in Swaziland, Ghana, the Democratic Republic of Congo as well as Ethiopia.

 

We have significant legal, financial and environmental experience in respect to renewable energy projects in Sub Saharan Africa.

Legal Advisory

We have more than 10 years’ cumulative experience in developing general financial strategies for the implementation of projects.

  1. Project Documents
  • Drafting and negotiating of agreements, in particular project finance and loan agreements.
  • Develop and articulate commonly used contractual structures for the successful delivery of renewable energy projects.

     

  • At the forefront of our experience is the articulation of EPC turnkey solutions which provide for a single point of responsibility for the delivery of a project, on time, on budget and to a required technical and/or performance specification. Our understanding of this contractual solution enables us to provide bankable EPC contracts.
  • Similarly, we understand operational risks in projects of this kind and have considerable experience in dealing with key issues to be addressed from a bankability perspective in an O&M Contract.
     
  1. Government Agreements

Reviewing and commenting on key project documents, including the following:

  • Power Purchase Agreement (PPA);
  • Implementation Agreement (IA);
  • Grid Connection Agreement;
  • Generation Licence; and
  • PPA and IA Direct Agreement.
     
  1. Finance Documents

Negotiating and finalizing documents with the Lenders, including:

  • Facility Agreements;
  • Accounts Agreements;
  • Debt Guarantor Agreements;
  • Direct Agreements  (EPC contract direct agreement, lease direct agreement, management services direct agreement and O&M contract direct agreement);
  • Equity Contribution Agreement;
  • Equity Guarantees;
  • Fee Letters (facility agent letter and arranging and underwriting fee letter);
  • Security Documents (Security Cession Agreement, Counter Indemnity Agreement, Debt Guarantee, Mortgage Bond, General Notarial Bond, Shareholder Cession and Pledge Agreement);
  • Subordination Agreement; and
  • Inter creditor Agreement.

We have more than 10 years’ cumulative experience in developing general financial strategies for the implementation of projects.

  • Develop and prepare bankable financial models for different technologies, including wind, hydro, solar and coal base load capacity generation.
  • The financial model is structured in accordance with the requirements of the relevant RFP issued by the Department of Energy in South Africa and/or incorporated for purposes of a specific Government program in Africa.

 

  • A base case model includes:
    • forecast financial statements and supporting information (cash flow projects, projected profit and loss accounts, balance sheet projections
      (tax, deferred tax and capital allowances), cash cascade in order of seniority, fixed asset schedules in respect of both book and tax values;
    • forecast sources and uses of funding;
    • forecast key financial ratios and financial covenants; and
    • other ratios or financial covenants that are required to be met in the Financing Agreements.
  • Raising capital for a project (both debt and equity).
  • Negotiating with short listed funders up until Financial Close of a project.

We have 19 years’ environmental experience in South Africa.

In South Africa we are able to assist companies in submitting a compliant project to the Department of Energy under the REIPPPP, the following authorizations need to be in place:

  1. Environmental Impact Assessment and Record of Decision (RoD)
  • In terms of the EIA Regulations published in Government Notice R543 of 2 August 2010 in terms of Section 24 (5) of the National Environmental Management Act (Act No. 107 of 1998), certain listed activities as set out in Government Notice 1, GN R544 require environmental authorization through either a Basic or Full Assessment. Based on the contents of an applicant's Final Environmental Impact Report (FEIR), the DEA will issue an ROD.  
     
  1. Grid Connection
  • A valid Cost Estimate Letter (CEL) from the grid operator (ESKOM). 
     
  1. Re-zoning Approval
  • The designated use of the land on which the facility is developed, built and operated must be changed, and the land re-zoned.
     
  1. Mineral Rights Section 53 Approval
  • All renewable energy facilities are directed to submit a detailed application for approval to the Department of Mineral Resources (under the Mineral and Petroleum Resources Development Act, 2002.) 
     
  1. Civil Aviation Approval
  • Valid Approval from the CAA. Assessment is made against aviation safety (The Aviation Act (Act # 74 OF 1962)) and defence interests, through evaluation of the possible effects on air traffic systems, defence systems and low flying needs.
     
  1. Water Use License Application
  • A valid water use license application to the Department of Water Affairs.
     
  1. Department of Agriculture, Forestry and Fisheries (DAFF) Approval.
  2. All other relevant permits, approvals and way leaves relevant to the site and required under the RFP.