ADVISER P ROFILE
NAME:
NICHOLAS TOWLE
POSITION:
Regional Senior Adviser
LOCATION:
Yangon, Myanmar
EXPERIENCE:
29 years
NATIONALITY:
British
CURRICULUM V ITAE
Membership in Professional Societies:
Member of the Law Society of England and Wales
Key Qualifications:
Nick is a member of DFDL’s Regional legal team. He has been a corporate and commercial lawyer previously
working as an independent contractor, having spent 20 years with major law firms in the UK, including 12 years
as a partner in the Corporate Departments of three US and UK law firms. Since 1991, Nick has specialized in
providing legal advice and transaction assistance to investors, multilateral institutions and Governments in the
emerging markets of Eastern Europe, the FSU, Africa and SE Asia, advising on over 70 assignments in that time.
His significant areas of expertise include:
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Mergers & Acquisitions work in the UK and internationally
Public/private investment projects internationally
Privatization transactions and technical assistance in emerging markets
Energy & Telecom projects
Legislative & Regulatory reform in developing economies
Nick is currently based in Myanmar and has worked elsewhere in SE Asia, including projects in Afghanistan,
Bhutan and Cambodia. His transactional and advisory workload for foreign investors in Myanmar includes:
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multiple loan/equity investments in Myanmar by multilateral investors
investment in new brewery by Heineken Asia Pacific
local counsel for lenders or borrower in several financings of telecom tower companies
advising Ooredoo on a variety of issues relating to their structure and operations
joint venture between local purified water company and multinational water company
several real-estate based infrastructure projects for offshore developers
advising investment funds/companies on their acquisitions and strategies
Excellence . Creativity . Trust
Since 1994
DFDL Myanmar Limited
№ 134/A, Than Lwin Road, Golden Valley Ward (1)
Bahan Township (Box 729 GPO)
Yangon, Myanmar
B ANGL ADESH | CAMB O DIA | INDONESIA* | L AO P DR | MYANMAR | SING APO RE | TH AIL AND | VIETNAM
* In exclusive association with Mataram Partners
t: +95 1 526 180
f: +95 1 548 835
e: myanmar@dfdl.com
www.dfdl.com
Education:
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1976 – BA Jurisprudence, St Peter’s Hall Oxford University, UK
1983 – Solicitors Final Examinations, City of London University, UK
Employment Record:

DFDL, Yangon, Myanmar and Bangkok, Thailand
Senior Adviser
Areas of practice include M&A, regional Energy, Mining and Infrastructure projects.
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INDEPENDENT CONTRACTOR, London, England
(2005 – Jan 2012)
Senior Consultant Lawyer
Areas of practice included Energy & Telecom consultancy and transactional work worldwide.
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CROWELL & MORING, London, England
Partner, Corporate Group
Areas of practice included International M&A, Telecom projects.
(2003 –2005)
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ALTHEIMER & GRAY, London, England
Partner, Corporate Department
Areas of practice included M&A and Privatization in Central & Eastern Europe.
(1999 – 2003)
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WATSON, FARLEY & WILLIAMS, London, England
Partner, Corporate Group
Areas of practice included M&A and Privatization in Central & Eastern Europe.
(1993 - 1999)
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McKENNA & C0, London, England
Senior Associate, Corporate/Banking Departments
Areas of practice included Banking & Finance.
(1988 – 1993)
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S J BERWIN & CO, London, England
Associate, Corporate Department
Areas of practice included Venture Capital Funds and M&A work.
(1985 – 1988)
(Jan 2012 – Present)
Details of Major Projects Undertaken
M&A and project work in SE Asia
Cambodia, Myanmar and Afghanistan (selected transactions)
Heineken Asia-Pacific (HAP)
DFDL acted as transaction counsel for HAP on its recently-closed USD 90 million new brewery investment in
Myanmar. Nick was principal counsel in Myanmar, and was also involved in providing investment structuring
advice and in the negotiation, review and drafting of the Joint Venture Agreement, the Management, Licensing
and Trademark Agreements, the corporate documents, the Land Lease and land due diligence, and advised
APB/Heineken on all phases of the project including obtaining the necessary permits from the Myanmar
Government for the project.
RMA Group
Principal adviser to RMA Group, a regional investment and operating company in the automobile, fast food and
heavy machinery supply industries in SE Asia, in their USD 10 million acquisition of the holding company of the
Foreign Correspondents Club in Cambodia, consisting of a hotel, bars, restaurants, coffee shops and other
consumer operations in a deal that included a tender offer for the shares not being acquired from a private
equity fund and the directors of the company, the issue of convertible loans and put and call options over shares
held by key shareholders.
Vodafone
Acted as local counsel in Myanmar for Vodafone, advising on all Myanmar aspects of their proposed joint bid
with China Mobile for one of the two nationwide telecoms licences put out to tender in Myanmar in 2013, for
which Vodafone did not subsequently submit a bid.
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M&A and project work in SE Asia
Nestlé Waters
Currently advising NW on their USD 20 million joint venture with a purified water business (PWB) company in
Myanmar, whereby a JVCo between NW and the local partners will acquire the assets of the PWB once the
Myanmar Investment Commission has granted an investment permit under the Foreign Investment Law of 2012.
Advising on all Myanmar aspects of the deal.
Ooredoo
Advising Ooredoo (formerly QTel) in their set-up and operational requirements in Myanmar after its successful
tender bid for one of the two nationwide telecoms licences in Myanmar.
Ministry of Finance of the Islamic Republic of Afghanistan
Nick is a member of the advisory team for ASI International that is advising the Ministry on the sale of 100% of
the shares in New Kabul Bank that are owned by the Government. Nick is principal legal adviser for the team and
has put together the Tender Documents (including transaction documents) and advised on all aspects of the
render. Two bidders submitted valid bids and the Government is currently considering the award of the bid to
the preferred bidder.
Nick is currently advising other multinational and regional clients in their joint ventures, acquisitions and other
investment projects in Myanmar in the oil & gas, hotel, automotive, fast food, hotel/hospitality, microfinance,
banking/insurance, beverages, telecom network facilities, mining, schools and aquaculture sectors.
Focus on Private Sector Development in Utilities in Developing Economies
KOSOVO
Privatization of Kosovo Electricity Distribution Company
2009 – 2011
Providing legal advice and support to the Ministry of Finance & Economy of the Republic of Kosovo and to the
IFC on the privatization of KEDS (electricity distribution company) as a member of the Deloitte Consulting LLP
energy team funded by USAID. Tasks include:
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Preparation of Key legal Issues Report
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Drafting amendments and new text for principal energy laws of Kosovo
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Participation in electricity market model and design groups
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Review of draft long-term PPA for new and existing power producers
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Review and application of Public-Private-Partnership Law to the electricity sector
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Support and advice to the World Bank advisors in the tender for the New Kosovo Power Plant and Kosovo
B power plant.
TANZANIA
Competition Assessment for TCRA
2011
Advising the Tanzania Communications Regulatory Authority as a member of the PricewaterhouseCoopers
Telecom Regulation advisory team carrying out a Competition Assessment of the ICT sector in Tanzania. Principal
task is the preparation of a Review of the Legal & Regulatory Competition Framework, with the following key
components:
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comments on existing laws, regulations and guidelines concerning competition and designation of SMPs,
and
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recommendations for necessary legislative and regulatory changes required to improve existing guidelines
and provisions.
CAMBODIA
Assessment of Legal & Regulatory Function for Mobile Operator
2010
Advising a leading mobile operator in Cambodia in the provision of advice and guidance on its legal & regulatory
function in light of a new draft Telecommunications Law which is to be enacted in future, including a review of
that draft law from an operator/investor perspective.
SIERRA LEONE
Electricity sector projects
2007 - 2009
Advising the National Commission for Privatisation on the restructuring and introduction of private sector
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Focus on Private Sector Development in Utilities in Developing Economies
investment into the Sierra Leone SOE sector including the electricity sector:
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Advising on a concession for the operation and maintenance by a private operator of the 50MW
Bumbuna Hydro-Power Project which is nearing completion
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Advisor to the Tender Committee in the evaluation, selection, negotiation and finalization of a Power
Purchase Agreement between State-owned electricity enterprise National Power Authority and Global
Trading Group of Belgium for the provision of 15MW of emergency power to Freetown, to be funded
primarily by the World Bank
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Advising the National Power Authority in negotiations with Interserve Industrial Services Ltd of the UK
on a USD 7M contract for the rehabilitation and upgrade of the transmission and distribution system for
the Western Area of Freetown, to be funded by the World Bank
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Preparation of a draft multi-sector regulatory law (including the electricity sector) for presentation to the
respective Ministries of Energy, Water and Telecommunications of Sierra Leone.
AFGHANISTAN
Privatisation of Afghan Telecom – MCIT
2006 - 2008
Advised the Afghan Ministry of Communications & Information Technologies on the privatization of Afghan
Telecom Corporation (AT), the state-owned provider of national telecom services utilizing CDMA technology.
International tender completed and buyer selected, closing subject to Cabinet decision. Tasks included:
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legal advice on the strategy and method of sale
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overseeing the legal transfer of assets from the Ministry to AT (network and real estate)
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overseeing the assignment of contracts from the Ministry to AT
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advising on interconnection contracts and legal issues
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preparation of tender documentation and sale agreements
A BearingPoint contract funded by USAID
QATAR
Mobile tender license bid – Argos Consortium
2007
Legal & regulatory adviser to MEC-Telematik, advising the Argos Consortium (including Verizon and Virgin) in its
tender bid for the second mobile license in Qatar, including:
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legal & regulatory assessment for bid book
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review and amend draft mobile & spectrum licenses
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co-ordinate responses to various Consultation documents issued by the telecom regulator (Liberalisation,
Licensing, Dominance Designation)
advised on compliance with regulatory requirements and procedures on bid content and submission
SERBIA
Pool Privatization Tenders – Serbian Privatization Agency
2002 - 2003
Advised the Serbian Privatization Agency on sale by international tender of five companies in the automotive
parts sector; handled all legal aspects of transactions including tender documentation, negotiation etc.
Companies sold: Rumaguma A.D., a specialty tyre producer, to Galaxy Tire & Wheel, Inc. of the US, (2003, total
transaction value USD 16.5M); MIV, a company producing auto parts, to JUCIT A.D. (2003, total transaction
value USD 5M). Project part funded by the World Bank.
Privatisation advisor - Serbian Privatisation Agency (Belgrade)
2000 - 2001
Four-month secondment to newly-established Serbian Privatization Agency to advise on development of legal
and regulatory documentation for swift implementation of privatization in Serbia; prepared model forms for sale
& purchase agreements, contracts, regulations, and other ancillary agreements.
TURKEY
Private Sector Investment into the Turkish Energy Sector (London & Istanbul)
1999 - 2000
Represented Süzer Energy Holdings, a major Turkish energy conglomerate, in negotiations and preparation of
draft documentation with a mid-Western US energy company to jointly develop and refurbish a >1,200MW
coal-fired power station in Western Turkey, under a 20-year “Transfer of Operating Right” (concession) from the
Turkish government.
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Focus on Private Sector Development in Utilities in Developing Economies
LITHUANIA
Kaunas Energy Sector – Municipality of Kaunas
1998 - 1999
Advised the Municipality of Kaunas on introduction of c. USD 100M public-private-partnership in the Kaunas
district heating sector by lease (concession), operator to be selected by international tender. Project was
concluded with successful award of tender to Vattenfall. Tasks included:
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Preparation of initial recommendations for transaction structure, including legal due diligence
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Preparation of Information Memorandum, with technical and legal information for potential bidders
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Preparation and circulation of Tender Documents for potential bidders
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Advice and assistance in organizing and running tender process, including preparation of data room,
organizing investor conference, management interviews, site visits etc
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Preparation of lease (concession) Term Sheet, with all key provisions (financial, technical etc.)
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Assistance in evaluating bids
Project funded by EBRD.
SENEGAL
New Electricity Law
1997 – 1998
Project manager of the legal team working with UK energy consultants NERA in providing advice to the Ministry
of Mines, Energy and Industry of the Republic of Senegal on the pre-privatization restructuring of the electricity
sub-sector, including the drafting of a new electricity law and ancillary regulations.
CZECHOSLOVAKIA
Privatisation of Czech Electricity Generating Companies (Prague)
1997
Acted for AES, a US independent power producer, in its unsuccessful bid to acquire a majority stake in one of the
Czech Republic’s largest privately-owned electricity generating companies, including initial due diligence,
management interviews, data room visits, drafting share purchase agreement etc.
MOLDOVA
Investment-Led Privatisation Program – Ministry of Privatisation
1997 - 1998
Legal team leader in a consortium led by Creditanstalt Investment Bank A.G. advising the Moldova Ministry of
Privatisation in “investment-led privatisation programme” sponsored by EBRD, under which 5 state-owned
companies were to be privatised by international tender sales to investors
ROMANIA
Ownership Fund in “investment-led privatization program”, in which 5 state-owned companies were
successfully privatized between 1995 and 1997 by international public tender. Handled all legal aspects of sales
to investors including Unilever, Proctor & Gamble, South African Breweries, Brau und Brunnen and Villeroy &
Boch – aggregate deal value >USD 140 M.
Project part-funded and sponsored by EBRD.
HUNGARY
Privatisation of Gas Distribution Sector
1995
Headed up the due diligence team advising Horizon Energy, a US utility company, in its proposed tender bid to
acquire one of the Hungarian gas distribution companies in the privatisation of the sector.
Publications and Speaking Engagements:
Nick Towle has been a speaker, chairman and panelist at a variety of seminars, conferences and training programs
on privatization and has written various articles including:
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Panelist alongside Ministers Vlahovic and Pitic on session “Privatization - Progress to Date” at the 2nd
Business Roundtable with the Government of Serbia, organised by Economist Conferences in Belgrade,
September 2002
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Speaker at the EIU Conference “Doing Business in South Eastern Europe” in Vienna, June 2002, presenting
on Macedonia, Bosnia and Albania.
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Contributor of quarterly articles to International Law Online on “Serbian Privatization – Progress To Date”
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Session Chairman in the "Commercial Development of the Energy Sector in Central and Eastern Europe"
Conference in Oct 1995 in Vienna, organised by Adam Smith Institute.
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Co-Author with Alexander Bozhkov, then Head of Privatization Agency, of the Bulgaria country summary
in Privatization Yearbook 1995
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Speaker on "Institutional Relationships and Economic Regulation of the Lithuanian Water Industry" at a
seminar organised by the Ministry of Environment of Lithuania in Vilnius, February 1995
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Session Chairman in the "Emerging Market Projects '95" conference in Jan 1995 in Paris, organised by
International Centre for Business Information and sponsored by JP Morgan.
Speaker on "Telecommunications joint venture contracts in Emerging Markets" at a conference in London
in November 1994.
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Speaker on "Privatization in emerging markets" at a conference in London in July 1994 ("Privatisation Maintaining the Momentum").
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Speaker at a conference on privatization in Bulgaria in Sofia (November 1993) organised by Central
European Magazine.
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Author of an article on Bulgarian Companies' Law in "Doing Business in Eastern Europe" (August 1993).
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Panelist and speaker on Bulgaria and Poland at a seminar organised by Solicitors European Group of the
Law Society of England and Wales (November 1992).
Languages:
ENGLISH
BANGLADESH
DHAKA
bangladesh@dfdl.com
INDONESIA
JAKARTA
indonesia@dfdl.com
CAMBODIA
PHNOM PENH
cambodia@dfdl.com
LAO PDR
VIENTIANE
laos@dfdl.com
Speaking
Reading
Writing
Excellent
Excellent
Excellent
MYANMAR
NAYPYIDAW
YANGON
myanmar@dfdl.com
SINGAPORE
SINGAPORE
singapore@dfdl.com
THAILAND
BANGKOK
thailand@dfdl.com
PHUKET
phuket@dfdl.com
SAMUI
samui@dfdl.com
VIETNAM
HANOI
hanoi@dfdl.com
HO CHI MINH CITY
hcmc@dfdl.com