Infrastructure, Construction and Public-Private Partnership Experience

Construction Experience:

• advise for a construction company regarding legal consequences of immovable  property’s purchase and sale agreement termination;
• advise regarding hotel restructuring process, including increase of LLP’s capital by transferring a land plot by LLP participant; transfer of ownership from a participant to LLP; and transfer of LLP’ participation interests to Dutch BV;
• advise to a company managing hotel business regarding national content.

PPP Experience:

• advising a concessioner of the Aktau International Airport on tender documentation, negotiation and signing of a concession agreement and EPC contract;
• advising a potential concessioner of the Astana-Karaganda highway in negotiations with the Grantor regarding the concession documents, reviewing, commenting and advising on tender documents and tender participation procedures, preparing concession documents for the tender bid on behalf of the client, reviewing and advising on a concession agreement;
• advising a potential concessioner on legal issues related to PPP (land transfer and lease agreements, licences, performance bonds and a parent company guarantee, issuance of infrastructure bonds, financing issues, creation of an SPV, direct agreements with lenders and shareholders, bankability issues). Advising on an exchange rate mechanism and risk sharing mechanism, security issues;
• advising the EBRD on a loan agreement in relation to the rehabilitation of the water and wastewater system in Aktau, Kazakhstan to the value of 1.2 billion Tenge, which is equivalent to approximately 5.8 million Euros. The objective of the project is to enable the relevant local authorities to increase the efficiency of water operations in the region, so as to equip the city with the municipal infrastructure;
• advising a Korean consortium on financing a project to build, own and operate a thermal electric power plant in central Kazakhstan. We advised the client on taxation, antitrust, currency, tariffs, choice of applicable law, dispute resolution, possible remedies and termination issues and on signing the bilateral investment treaty;
• advising a Korean development bank in financing a project to build, own and operate a new combined fired power plant in south Kazakhstan. We are representing the client in negotiations with the local government and structuring the transaction;
• advising an international development bank on financing the reconstruction of a state district power plant. Advising an investment company in relation to the rehabilitation and modernisation of the Semipalatinsk heating system. We advised the client on anti-trust issues, financing at a regional level, due diligence of assets, environmental laws and currency issues.

The professional experience of Saniya Perzadayeva, the Head of the TTCI Department, also includes:

• advising the Ministry of Transport and Communication of the Republic of Kazakhstan on development of an implementation strategy for PPP roads projects 2008-2009.  Together with other governmental advisers we worked on development of key project parameters and requirements for the bidders, development of a feasibility study for projects, assisting in organising the tenders, drafting the concession agreement and negotiating the main terms of the concession agreement with potential bidders on construction of the Almaty Main Ring Road (65 km), reconstruction of Astana-Karaganda highway, reconstruction of Almaty-Kapshagay highway, reconstruction of Almaty-Horgos highway;
• working on a concession to develop, reconstruct and operate one of the major airports in Russia. Under the PPP Agreement, the project company would acquire the right to develop, reconstruct and operate the airport for a period of 30 years, at the end of that period the airport would be transferred back to the City. The proposed transaction contemplates loan facilities by the development banks to the project company in an aggregate amount up to 500 million Euro. Saniya Perzadayeva worked as a counsel on several legal issues including project agreements, financing agreements, regulatory, corporate, budgetary and other authorisations, various security arrangements, inter creditor arrangements and direct agreements;
• working on a preliminary stage of negotiating the financing, construction and toll-based operation of 15-58 km of the Moscow - Saint-Petersburg highway on behalf of the development bank. Several legal issues in connection with the security documents, EPC contract, insurance and reinsurance, inter creditor agreement were considered.

Publications:

• Construction Brochure