Energy

Name of Agreement:

Draft Pro-Forma Implementation Agreement

Type of Agreement:

Privatization Support Agreement (pro-forma, draft)

Region (if known):

Middle East

Year of Agreement/ Draft:

2004

Annotated by:

Victoria Delmon, LEGPS, Mark Moseley, LEGPS, World Bank

Purpose and Context:

This is one of a suite of draft agreements, designed for a Government, to facilitate the part-privatization of its state-owned electricity generator (“X”), by way of a sale of a 51% interest in the shares of X to a private investor. This particular draft pro-forma agreement is the principal implementation agreement, setting out the terms of the Government’s support for the transaction and the main obligations of the private investor.

Main Features:

The draft agreement contains provisions for various forms of Government support, ranging from the issuance of visas for the SPV’s employees (clause 3.1.1), to the “Taxation Stability” arrangements (clause 3.1.6 and Schedule 3), to special allowances for the maintenance and repatriation of foreign currency accounts (clause 3.1.8).

The draft agreement also contains provisions dealing with changes to relevant government legislation (see clause 3.1.10 and the definition of “Change of Law” in Schedule 1).

In addition, there are mirrored ‘buy-out’ provisions in the event of certain defaults (clause 8.2), which cross-refer to the Shareholders Agreement, one of the other documents in the suite.

Circumstances where this contract may be appropriate:

Relevant where there is a sale of Government interest in generator

Possible additional provisions that it might be appropriate to include:

Provisions that may not be advisable to replicate/ may need further thought:

Provisions of wider general use:

Experience Since Coming Into Force (including any amendments)/ if draft form, whether it has been applied:

N/A

Tracking Number:

energyimplementation2