ENERGY AND INFRASTRUCTURE
MYANMAR UPDATE2018

Get to the point.

Energy and Infrastructure Myanmar Update 2018

CONTENTS
Myanmar practice overview
2
Ministry of Construction decides to promote
Public Private Partnership in Myanmar forroads and bridges
4
New Rules for Government Tenders
6
What is a Notice to Proceed?
8Energy and Infrastructure Team11
Acquiring a Port Terminal Project in Myanmar
12
Myanmar approves 4 Major LNG/Gas-to-Powerprojects
18
Edwin Vanderbruggen discusses Myanmar’s
growing power needs with Channel News Asia
25
MONREC issues first ever Environmental
Compliance Certificate
25
Toll road Public Private Partnerships projects in
Myanmar
26

Energy and Infrastructure Myanmar Update 2018

1

MYANMAR PRACTICE OVERVIEWPARTNERS IN MYANMARJean Loi
Managing Partner
jean@vdb-loi.com

Edwin Vanderbruggen
Senior Partner
edwin@vdb-loi.com

Jean is one of the region’s most experienced tax
and regulatory specialists with more than 12
years of experience in Indochina, Myanmar andSingapore.

Edwin is the senior partner of VDB Loi and aleading foreign legal advisor living in Myanmar
since 2012. A frequent advisor to the Government
on transactions and privatizations in energy,transportation and telecom, he is widely
recognized for his “vast knowledge” (Legal 500)
and his ability “to get difficult things through thebureaucracy ” (Chambers, 2016).

She has advised on a large number of projecttransactions and tax disputes in the specialties ofstructuring, power plant projects and oil & gas.
As the managing partner of VDB Loi, Jean has
extensive experience with projects related to themarket entries of companies in the infrastructure,telecommunications and financial services
industries in the region, as well as with supply
chains. She lives in Yangon.

2 Energy and Infrastructure Myanmar Update 2018

He advised international financial institutions on
their largest Myanmar transactions so far, oil andgas supermajors, a greenfield multibillion US$
telecom project and the Japanese Government on
the Thilawa SEZ. He assisted two newly licensed
foreign banks setup in Myanmar, acted for thesponsor of an 800MUS$ urban infrastructure PPP
project and worked on 5 out of 7 power deals
inked in 2016. He lives in Yangon since 2012.

GENERAL PRACTICE TEAMSSPECIALIZED PRACTICE TEAMSCorporate M&A Team

Energy and Infrastructure TeamAnna Makosa
Team Leader
anna.makosa@vdb-loi.com

Banking and Finance Team

Maxim Kobzev
Team Leader
maxim.kobzev@vdb-loi.com

Licensing Team

Daw May May Kyi
Team Leader
may.kyi@vdb-loi.com

Taxation Team

Daw Honey Htun Wai
Team Leader
honeyhun.wai@vdb-loi.com

Philipp Troesch
Team Leader
philipp.troesch@vdb-loi.com

Telecoms, Media and Technology Team

Edith Ruan
Team Leader
edith.ruan@vdb-loi.com

Disputes TeamU Aye Kyaw
Team Leader
aye.kyaw@vdb-loi.com

Special Project Team

Daw Aye Myat Thu
Team Leader
ayemyat.thu@vdb-loi.com

Energy and Infrastructure Myanmar Update 2018

3

MINISTRY OF CONSTRUCTIONDECIDES TO PROMOTE PUBLICPRIVATE PPARTNERSHIP IN
MYANMAR FOR ROADS AND BRIDGES
Overview
On the 15 June 2018 the Ministry of Construction (“MOC”), in partnershipwith VDB Loi, organized a landmark conference on Public Private
Partnerships for Toll Roads in Myanmar. The goal of the conference was tofoster co-operation and understanding between the Government of theUnion of Myanmar, the Myanmar private sector, and international investors.
The event was attended by His Excellency U Han Zaw, Union Minister ofthe Ministry of Construction of the Government of the Union of Myanmar,and over 300 other participants including several distinguished membersof the Amyotha Hluttaw and interested investors from Myanmar, Japan,
Korea, China and other nations.
Before the opening of the conference, a private discussion session between
the His Excellency U Han Zaw and other key potential parties in the project
took place. Edwin Vanderbruggen, senior partner at VDB Loi and head of thelocal advisory team assisting IFC and MOC with the YEX project, remarked
that the session allowed for a better understanding between all parties andlaid a solid foundation on which a successful PPP project can be built
His Excellency U Han Zaw opened the conference by sharing his views on
the PPP projects. The Minister remarked that the PPP model can serve asa vehicle for the development of Myanmar’s infrastructure. He extended
an invitation to international investors to partner with the government
to invest in the transportation and infrastructure sectors to further fostersocial development in Myanmar.
Edwin Vanderbruggen, in opening the conference, pointed out that theambitious road infrastructure investment plans of the Government makeit crucial that private sources of funding are also tapped. He emphasized,
in particular, the use of PPP structures as model for development. He also
called for the formation of a “Myanmar PPP Association”, to help dialogue
between private and Government stakeholders.
Reports
The conference began in earnest when a series of reports were presented
to the conference on the topic of the Yangon Expressway Project.
In the first report of the day, James Harris, partner at law firm Jones Day,
provided an in-depth presentation on “Concession Agreements”. The
presentation addressed the key issue over what a concession agreement
should contain in order to ensure a successful toll road PPP project. Charles
Magdelaine, a senior associate in VDB Loi’s Energy and Infrastructure
Practice, provided insight into how the concession agreement is treatedunder Myanmar law.

4 Energy and Infrastructure Myanmar Update 2018

Deputy Director General of the Ministry of Construction,
Kyi Zaw Myint, along with John Leber, senior investment
officer for the IFC, provided an overview of the Yangon
Expressway Project and what can be expected to take placein the coming months. Kyi Zaw Myint also highlighted
some of the other ambitious PPP infrastructure projects
proposed by the MOC. These included the upgrade of the
Yangon-Mandalay Expressway, the construction of the
Mandalay-Tigyaing-Muse Expressway, the constructionof the Tigyaing-Myitkyina-Kan Paik Ti Expressway, and the
Naypyitaw-Kyaukphyu Expressway.
The final report by Edwin Vanderbruggen, discussed how
a PPP infrastructure project can be structured in Myanmar.
Vanderbruggen gave an overview of the Myanmar legal
environment and how it is conducive to the developmentof a project the size and scope of the Yangon Expressway.
Special emphasis was placed on investment licensing
process, available tax incentives, and other important
aspects of interest to potential investors for the project.
Vanderbruggen also explained the detailed legal roadmap
for toll road PPP infrastructure projects in Myanmar.
PanelsA series of panel discussions on topics central to all PPP
infrastructure projects were hosted at the event. Panellists
discussed the key Myanmar-specific issues faced by the
Yangon Expressway Project, such as the “willingness topay” of road-users in Myanmar, how toll rates in Myanmar
compare to others in the region, and the prospects of tollrelated regulatory reform. Also, under discussion were thekey commercial terms relating to the project, such as whobears the “traffic risk” and “foreign currency risk”.
Panellists delved into lessons learned from other toll roadprojects in the Asia-Pacific region and provided usefulguidance on how this project may avoid some of thepotholes on the road to a successful toll road PPP.
First Step on the Road to Making the Yangon Expressway
Project a Success“... incredibly commercial in theirapproach.”- Chambers and Partners

Following the conference, intense interest in joining the
new PPP Association has developed and VDB Loi is in theprocess of establishing the Myanmar PPP Association. VDB
Loi hopes that the Myanmar PPP Association can serve as
platform for constructive dialogue between the private andGovernment stakeholders.
The event, the first of its kind for PPP projects in Myanmar,
was a resounding success with lively participation by
the Government of Myanmar, Myanmar local developers
and international investors. Edwin, when asked on thesignificance of the event, remarked that “For a project thesize of the Yangon Expressway, close co-operation between
the private sector and Government is essential, and thisconference is the first step on the road to making the
Yangon Expressway project a success.”

Energy and Infrastructure Myanmar Update 2018

5

NEW RULES FOR GOVERNMENT TENDERS
Myanmar has precious little regulation governing
Government tenders, but what it does have, has justbeen revamped and enlarged. Presidential Notification
1/2017 dated 10 April 2017 (the Notification) has resetand strengthened rules on certain types of Government
procurement (primarily the Government purchasing
goods or services, selling assets, or leasing out land). In
this note, we examine the salient features of the newrules, and we try to understand how they will affectsome of the common projects and transactions in
Myanmar.
To which tenders does the Notification apply?
Mainly to the Government purchasing goods
and services including construction services. The
Notification also applies to tenders where theGovernment sells or leases out assets to private parties.
It replaced the must shorter Notification 1/2013 withthe same subject matter. The Notification does not
apply to Public Private Partnerships, construction ofelectric power stations, telecommunication license
tenders, oil and gas block tenders and mining. It statesthat separate rules will be created for those activities,
but to date none have been published as far as weknow.
Is a tender obligatory in all cases?
The Notification, though in convoluted language,
requires agencies to undertake a tender for
procurement of goods and services, sale of assets andleasing out in case the price exceeds 10,000,000 MMK(approximately 8,000 US$). In such cases and up to thisamount the agency may collect 3 price quotes fromcompanies without going through a tender. In excessof this amount, Government agencies must conduct a

6 Energy and Infrastructure Myanmar Update 2018

tender in case we are talking about the procurementof goods and services or the sale or the leasing out ofa Government asset.
It does seem clear that if the agency does initiate atender, it must do so following the rules laid out in the
Notification.
Who can authorize a tender?
The Notification does not specify which Government
agency can initiate a tender, or who within an agency
has the power to make legally binding decisions
in connection with the tender. As mentioned, theNotification does state that “for large scale projects”,
the State/Region agencies must obtain approval by
the State/Region Government. It also mentions that
Union level agencies must obtain the approval of the
President’s Office and the Cabinet.
It is unhelpful that the Notification does not define
what a “large” project is, which severely limits thepractical use of this rule.
The Notification also requires the creation and approvalof a procurement plan, which is to be approved by thehead of the Union Ministry or, as the case may be, thestate/region Minister.
Funding and currency issues
For those tenders where the Government has to pay
something, the Notification puts much emphasison making sure the needed funds are secured. The
Notification requires not only sufficient appropriations
for the main cost, but also for raw materials, training
materials, etc.

The Notification also addresses the issue of foreign currency.
It states that for international tenders, foreign currency ispermitted. It also states that foreign currency is permitted forother tenders “where the use of foreign currency is necessary”.
In all cases, the agency organizing the tender has to apply forthe foreign funds to the appropriate budget.

two or three representatives to be includedof Government agencies not involved in thetender. This is praiseworthy, but the regulation
should have spelled out from which otherministry those independent representatives
should be delegated.

How are tenders to be publicised?

In addition to other committees, the Tender
Committee forms a “Floor Price Calculation
Committee” in case an asset is to be sold orleased out to set a minimum price, and a“Tender Receiving and Scrutinizing Committee”
consisting of 3 to 5 members.

That depends on the nature and size of the tender. This tablereflects the publication obligations:
Tender Publications
Goods and services, including construction
1.

Below 10,000,000
MMK

No publication, no tender, theagency invites three companies fora price quote

2.

Between 10,000,000
MMK and100,000,000 MMK

Announcement on the notice board
at least two weeks in advance3.

Above 100,000,000
MMK

Two announcements in stateowned newspapers at least one
month in advance and on thewebsite also one month in advance

Sale and lease out of assets
1.

Below 10,000,000
MMK

Announcement on the notice board
at least two weeks in advance2.

Above 10,000,000
MMK

Two announcements in stateowned newspapers at least one
month in advance and on thewebsite also one month in advanceWho is on the Tender Committee?
The Notification now prescribes which committees are to beformed, and who serves on those committees. A Union level
tender committee will be headed by a Deputy Minister or a
Permanent Secretary. U state/region level tender committee
must be headed by a state/region minister. The Notification
also requires for, depending on the amount involved, for

How to decide who wins?
The Tender Committee assigns the scrutiny
and selection of the winner to the Tender
Receiving and Scrutinizing Committee. The
Notification now imposes the use of scorecards.
The scorecards set out the marks for the Tender
Committee to follow, with some flexibility.
Security
Bidders must under the new Notification
provide security for their performance under
the tender process. The security must be 1% of
the value concerned for the period of the tenderplus 28 days. In the case of selling and leasingout assets, the security must be 10%.
Disputes
A final innovation the Notification has madeis in the area of complaints and settlements ofdisputes. In case of any complaints, the Tender
Committee is first to investigate and decide on
the matter. If the complainant is not satisfied
with the outcome, a Complaints Settlement
Team formed by the Ministry of Planning and
Finance shall decide the matter.

“Edwin is very responsive to our requirements and has deep knowledgeof the subject matter. We are very confident in his advice.”- IFLR 1000

Energy and Infrastructure Myanmar Update 20187

WHAT IS A NOTICE TO PROCEED?
On 30 January 2018 the Ministry of Electricity and Energy (MOEE) held aceremony in Nay Pyi Taw to sign four so-called “Notices to Proceed”, eachone for a planned LNG or Gas to Power project, in total nearly 3,000 MW.
This unprecedented move has raised eyebrows in Myanmar’s energy andfinancial community, which was for the most part caught by surprise, fora number of reasons. Some of the questions people are asking themselves
are on process. What is a “Notice to Proceed” (NTP), and how does it relate to
the existing approval process? Will NTP’s now become the new standard?
Does it replace the Memorandum of Agreement, the traditional project
document which grants the concession in Myanmar? Other questions areon the merits of the projects. Can Myanmar really accommodate four LNG/
Gas to Power projects? Is LNG/Gas to Power not too expensive comparedto other sources of generation? Are all of these projects really going to bebuilt?
What is a Notice to Proceed?
As readers are most likely aware, power projects with independent power
producers (IPPs) in Myanmar have until now followed a common process,marked by three key documents known in the industry by their abbreviations:
the MOU, the MOA and the PPA. A pre-feasibility report submitted to theGovernment resulted in a Memorandum of Understanding (the MOU)
paving the way for the feasibility study. After the latter was submitted
and approved, the parties would sign a Memorandum of Agreement (theMOA), the first binding document of the project which grants the projectrights subject to the final project documents, mainly the Power Purchase
Agreement (PPA) being negotiated and agreed. Only a few projects had
an additional document, a Build and Transfer Agreement (BOT), as nearly
all BOT-like provisions were integrated in the PPA anyway, but the BOT alsooffered a convenient vehicle for Government support.
To find an NTP in Myanmar IPP projects we need to go back to before 2014,
and even then I can only think of one occasion on a now forgotten project.
That does not mean that an NTP is an unknown term internationally. In theworld of constructing infrastructure, it means the final and irrevocable goahead by a principal to its construction contractor to commence the works,
the point the contractor knows he will be paid.
We are restricted by clients confidentiality, but even from public
information it is clear the NTPs of 30 January 2018 do not play the samerole as they do in construction contract jargon. The NTP is a form of MOEE
approval for the project, but it seems it does not feature the same details
and obligations as an MOA, or a BOT. As such, the final commitment to
the project is still contingent on the parties formally reaching agreementon all the commercial and legal terms, although it is of course clear thatmany commercial terms have already been discussed and perhaps evenpreliminarily agreed before 30 January 2018.
We should keep in mind that as far as was publicly announced, none of
the four LNG/Gas to Power projects have an MOU in place with the MOEE.
Could we say that the NTP replaces the MOU those projects never received?
Probably not. The NTP does constitute some kind of an approval for the
project as discussed between MOEE and the sponsors, and MOU’s do nothave that.
8 Energy and Infrastructure Myanmar Update 2018

I think that means the NTP can be situated somewhere
between the MOU, which formally comprises no
project approval of any kind, and the MOA, whichcontains more detail and a wider range of binding
obligations.
Why a Notice To Proceed instead of a Memorandum
Of Agreement?
In my view issuing several NTPs achieves a numberof things: (i) it energizes the sponsors as they havereceived an some kind of an official approval for theirproject, prompting them to spend more resources andto speed up their work, (ii) it ensures that during thefinalization of the commercial and legal terms in thefour PPAs, there remains a real sense of competition,(iii) the MOEE did not have to take on all of thecommitments yet that are part and parcel of an MOA,(iv) as the NTP is much less complex than an MOA, we
can safely assume it took less time for the Government
to draft, negotiate and approve it, and (v) it sends astrong signal to the energy investment communitythat we are back in business (on which more, see
below).
As the NTP has certain indisputable advantages bothfor the MOEE and for the sponsors, I think we aregoing to see more of them. Existing projects in processof approval, for example those having obtained an
MOU before 2016, such as half a dozen hydropower
projects, should not necessarily expect an NTP in theirnear future but it is certainly a possibility. There may
certainly be situations where both the MOEE and thesponsors will like to see some instrument expressing
an approval for the sponsor’s project as submitted to
the MOEE outside of the confines of a more detailed
contract such as a Concession Agreement.

“VDB Loi is widely considered
as a powerhouse in Myanmar’s
legal market.”- Asia Law

It has always bothered me that although the MOA
creates legally binding obligations, the true extent of
those obligations can only be discovered once final
agreements are completed. In other words, I always
found it illogical for the Government to commit itself
to a project without knowing the details of the PPA. It
makes more sense to execute an MOA or a Concession
Agreement at the same time as the PPA. The NTP
can take over one of the functions of the MOA, theconfirmation the Government wants to do the projectwith this sponsor and not others. But, the NTP will not
replace a wider agreement between the sponsors or
the project company and the MOEE for example bymeans of an MOA or a Concession Agreement or a BOT.
Sponsors will continue to need a contractual vehicle
for the obligations that do not fit in the PPA with EPGE,
which is a state-owned enterprise but not legally partof the Government of Myanmar.
Nevertheless, I believe that the primary focus for theremaining projects which are on the priority list of
Energy and Infrastructure Myanmar Update 20189

the MOEE will be on getting to final agreement on allcommercial and legal aspects, and documenting thatin more detailed agreements such as a Concession
Agreement or MOA and a PPA.
Why are there four NTPs?
Many observers are wondering about the combined
volume of the four LNG/Gas to Power projects, whichamounts to over 3,000 MW, approximately the present
electricity consumption of the entire country. Why did
the MOEE not pick one “winner”? Why issue all four an
NTP, instead of an MOA to one of the four sponsors?
There are sound tactical reasons to take this approach.
First of all, it is of course possible that the MOEE
and one or more of the sponsors fail to reach final
agreements and that not all projects are implemented.
As the utility, you would want to plan for the possibility
that one or another project does not make it.

We are back in businessTo conclude, one of the most important things about
the NTP’s is that they reinvigorate the community ofinvestors and lenders who are interested in Myanmar’s
energy space. It has been too long since March 2016,
which is when the most recent power deals weresigned. Investors were losing faith. You can think about
the NTPs what you want, but they show a willingness
on the part of the MOEE to move forward, a capacity tofind innovative solutions, and leadership.
Not everyone will agree 3 Gig of LNG/Gas is the rightcall, but you cannot dispute the leadership is welcome.
We need to see this followed up with progress
on approvals and agreements both in gas and in
renewables (and I already see some of that progress
there as well), but for now, we are indeed back inbusiness.

Secondly, the competitive effect. I had dinner oncewith the developer of Kuala Lumpur’s Petronas Twin
Towers. He told me that against all advice, he picked
two competing contractors, each giving them only
one of the two towers to build. As a result of thecontractors’ ongoing competition in terms of timeand price, he amazingly finished the project before
schedule and below budget.
Are the four LNG/Gas projects too big or too
expensive for Myanmar?
More fundamentally, is 3,000 MW of new LNG/Gas toPower too much? Studies put the Myanmar demandfor electricity in 2030 at 15,000 MW, and I believethat number is in fact far too low if you factor incompound industrial growth, significant investment intransportation and reduced reliance on fossil fuel cars.
Would it be so out of step to rely for 10% to 20% of thegeneration mix on LNG? Particularly given the morethan likely replacement by domestic gas within that
period, at least in part?
Yes, there are price risks to electricity generation fromimported fuel. Oil prices might go up, and the MMK
might deteriorate versus the US dollar. The combined
effect might be very significant for Myanmar, and thatis a real risk. A risk that many consumers already haveassumed, by the way, as their generation depends ondiesel gen-sets. But both these effects will be largely
eliminated once more domestic gas comes online,
which is more than just a gamble. It is also foreseeable
that once the planned additional hydro projects reach
COD, these and other cheaper sources of electricity,
counting for let’s say 80% to 90% of the generation,
will reduce the average tariff cost significantly for theGovernment and the consumer. It is a risk but it is acalculated risk.
10 Energy and Infrastructure Myanmar Update 2018“... the partners know more about
the legal environment thananyone else.”- Legal 500

ENERGY AND INFRASTRUCTURE TEAM
Philipp Troesch
Senior Counsel
philipp.troesch@vdb-loi.com
Philipp is a Swiss qualified lawyer with 15 yearsof experience in corporate,commercial law andinfrastructure. He leads our Energy and Infrastructure
team assisting clients with joint ventures,acquisitions and large greenfield foreign investment.
He will be in charge of the report and will liaise withother members of the team to ensure quality andconsistency.

Aye Myat Thu
Senior Legal Associateayemyat.thu@vdb-loi.com
Aye is an experienced Myanmar regulatory expert.
She is highly valued by her clients for her ability
to work with local authorities at national and subnational levels. She has extensive experience inworking on key infrastructure projects, mining andpower generation.

Rhys Rowland
Legal Associaterhys.rowland@vdb-loi.com
Rhys is an Australian qualified lawyer with experiencein the energy industry. He has advised on power
projects including LNG based power generation
as well as clean energy projects. Rhys is currently
working on the Total Siemens Kanbauk LNG topower project.

Charles Magdelaine
Senior Legal Associatecharles.magdelaine@vdb-loi.com
Charles is a lawyer qualified to practice in Paris
educated in France, the United States and China.
He has extensive experience in Southeast Asia
where he has worked on a wide range of energy
and infrastructure projects, as well as on regulatory
reforms, notably on PPP projects. He is currently
working with IFC and the MoEE on the templatehydropower PPA.

Mary Ann Curameng
Senior Legal Associate
maryann.curameng@vdb-loi.com
Mary Ann is a Philippine-qualified lawyer who
has advised on procurement contracts relating to
renewable energy projects, managed regulatorycompliance, and assisted in the acquisition of power
projects in the Philippines and other emerging
markets in Asia and Latin America. She holds a Masterof Laws degree on Energy and Natural Resources Law
from Queen Mary University of London.

Yaw Kee
Legal Associate
yaw.kee@vdb-loi.com
He is a Myanmar qualified lawyer ( Higher Grade
Pleader ) and he obtained a diploma in Community
Leadership and Social Studies. Furthermore, he has
worked for the Word Bank Group as a translator andas a volunteer Lawyer for the Yangon Justice Center.
Currently, he is notably working on the Deedoke
Hydro Power Project and Total / Siemens LNG to
Power Project.

Khin Sandar Win
Legal Associate
khinsandar.win@vdb-loi.com
Sandar is a graduate of the University of Southern
California. She has experience in working at a realestate firm on land acquisition issues. She assists theEnergy and Infrastructure team with clients on landdue diligence and supporting senior staff memberswith negotiation and explanation of power projectagreements to local authorities.
Energy and Infrastructure Myanmar Update 201811

ACQUIRING A PORT TERMINAL PROJECT IN MYANMAR
What are the assets of a Target in the port sector?
Although others forms also exist, most port terminals
with private interests in Myanmar are “Landlord Ports”.
That is to say, the port is leased to the private sector(“the Target”) for it to operate the port services,
for which it invests capital – generally through aconcession. Most ports in Myanmar are developedon a build-operate-transfer (“BOT”) basis as landlord
ports. The Myanmar Port Authority (“MPA”) continues
to own the basic infrastructure (i.e. the land) while theprivate investor rents the basic infrastructure and isin charge of the construction of the superstructure aswell as the management of the port terminal througha dedicated project company (the “Project”).
Such project, deploying the infrastructure, normallyrequires obtaining an investment license from the
Myanmar Investment Commission (the “MIC”).
Operating certain elements of the business plan
will usually trigger the need for licenses, permits
and approvals from a wide range of Government
departments. For example, if the Target also provides
fuel storage services, a license must be obtained from
the Ministry of Electricity and Energy (“MOEE”). If theTarget operates a jetty, a permit must be secured from
the Ministry of Transport and Communication. In allcases, environmental approvals are required from
the Ministry of Natural Resources and Environmental
Conservation (“MONREC”).
So, we can say that the typical Target looks like this:
1. Myanmar-registered company with Myanmar/
foreign shareholders;
2. Port terminal concession with MPA;
3. Land lease with MPA (can be in same document
as 2.);
4. MIC Permit;
5. Other permits, approvals as applicable from
MOEE/MONREC/others;
6. Existing construction (if any).
Are there any foreign ownership restrictions?
Investment regulations do not contain any restriction
on foreign ownership in port terminal activities
and it is possible to develop ports in Myanmar as100% foreign investments. For instance, Myanmar
International Terminals Thilawa and Myanmar Port
Limited Services – both around 25 km from Yangon– are wholly foreign owned project companies

12 Energy and Infrastructure Myanmar Update 2018

developing international ports since respectively
1997 and 1998. However, many port terminals are stilldeveloped by local companies in Myanmar or by joint
ventures (JV) between local and foreign investors.
Typical terms of a Myanmar port concessionagreement
A BOT contract between the MPA and the Target (MPA
Concession), often provides for the following: (Note:VDB Loi has been engaged by IFC to help produce a
new Model Port Concession Agreement for Myanmar,a project which is ongoing).
1. Construction and operation of the facility: The
private operator is usually in charge of the designand construction of the port facility based ona number of criteria approved by the MPA.
Construction period depending on port size isusually within 15 to 30 months after the executionof the BOT agreement and MPA will typicallyrequest an on-demand construction bond.
2. Operation: After commissioning of the facilities,
the private operator is in charge of handling ofcargoes, including berthing and unberthing,storage and delivery of cargoes and related
services.
3. Ancillary commercial services (i.e. not related tothe operation of the port itself ) are usually also
provided, such as manufacturing and processing.
4. Rent and annual fees: A nominal upfront landpremium fee will usually be due to the MPA basedon the size of the land and an annual rental fee will
typically be paid quarterly based on a percentageof revenues generated by the terminal (based on
an audit performed by the MPA).
5. A separate lease agreement is executed in parallelwith the MPA (or another Government agency
owning the land).
6. Tariffs: Tariffs are set out by the MPA and the private
developer will be in charge of collecting such portdues from the port users, either in Myanmar Kyats
or US dollars.
7. Handover to MPA: At the end of the term of the
Project (e.g. 25 years) the investor shall handover
the facility free of all encumbrances to the MPA.

Structuring options: which are the possible
acquisition structures?

8. Termination: Termination payments shall be
set out in case of early termination of the BOT
contract, detailing different payments based on
different termination cases. The Attorney General
Office has however seemed reluctant to agree totermination payments for concessionaire default,
despite international best practice and private
sector recommendations.

1. The assets stay within Target,
new JVCo will provide services
only
All assets and business stay in theTarget and a JVCo setup by theinvestor and its JV partners will
provide management services.
In this case, the investor holds
no leverage over equity or assets,
although it may be possible toput in place a share pledge overTarget shares and assets.

We have identified at least 4 possible acquisition
scenarios. We assume in the below that there is a joint
venture partner for illustration purposes, although thisis not strictly required except where the Project will
also import and resell goods:

Shareholders

Foreign Investor
Services

TargetImport Distribute

Import Distribute

Terminal

Land Owner
Government

Services only

Terminal
Land Owner
Government

Land rights

2. Assets are transferred to a
new JVCo
JVA

Foreign Investor

Sub lease

Existing
lease

New Service
JV Co Myanmar

Existing
lease

Shareholders

TargetJV partners

Transfer

Transfer

JV partners

New CoJV Co Myanmar

Import Distribute

Assigned
new lease

The Target becomes the
Myanmar shareholder of the
JVCO. In this case, there isan “onshore” JVA (that is, theJVCo is a Myanmar entity). An
offshore JVA is also possible, intheory.

Terminal

Land rights

Energy and Infrastructure Myanmar Update 201813

Sells shares inTarget3. Convert the Target into the
JVCoUsed to be impossible, but weachieved the first one since lastyear (Note: VDB Loi succeededin the first ever conversion
of a Myanmar company into
a foreign company without
the creation of a new entity).
This is not limited to 35%, intheory can be up to 100%.
Target becomes the JVCo anda “Foreign Company” in DICA
parlance.

Shareholders

Foreign Investor

JV partners

JVA
TargetImport Distribute

Existing
lease

Convert Myanmar national
company to foreign company

Terminal

Land Owner
Government

Land rights

Sells shares inTargetShareholders

Foreign Investor

JV partners

JVA

This structure depends on the
new Companies Law 2017and can be implemented
from August 2018. It is limited
to a 35% rest can buy withcall option. Target becomes
the JVCo but not a Foreign
Company in DICA parlance.

TargetImport Distribute

Existinglease

Buy up to 35% in a Myanmar
National Company - if new
Company Law permits

Terminal

Land Owner
Government

4. Target becomes the JVCo, but
stays a Myanmar company

Land rights

The big differentiator in all these structures is theneed to assign or sublease the MPA Concession. In
structures 1, 3 and 4, the MPA Concession stays where
it is. No need to obtain MPA’s approval for the transferfrom Target to Newco or JVCo. In structure 2, thoughlegally perhaps the cleanest, the MPA must approve
the transfer or sublease if the structure is to proceed.

in any other double taxation agreements. That, in
combination with Singapore’s facilities as a regional
financing centre, results in Singapore being chosenfrequently as a base to hold shares in Myanmar
companies.

Offshore shareholding structure: Use Singapore asa holding jurisdiction?

Capital assets include land, buildings and theirrooms, vehicles, and work-related capital assets. The
expression also includes shares, bonds, securities
and similar instruments. Capital gains tax (“CGT”) isapplicable to both resident and non-resident taxpayers
deriving a profit from the sale, exchange or transfer ofcapital assets in Myanmar.

An investor from China, Japan, Europe or India may
consider structuring its shareholding in a Myanmar
port project through an interposed Singapore holding
structure. The Double Taxation Agreement between
Myanmar and Singapore (the “Myanmar-Singapore
DTA”) provides in a number of benefits, particularly
when it comes to capital gains, which are not available
14 Energy and Infrastructure Myanmar Update 2018

1. Capital gain taxation

The CGT rate for all taxpayers (except in the oil andgas sectors) is 10% and is imposed in either MMK or aforeign currency.

Under Article 13 of the Myanmar-Singapore DTA,
Myanmar can tax capital gains realized by a Singapore
resident only under three scenarios:i.

Direct and indirect transfer of immovable property;

ii. Transfer of a permanent establishment or fixedbase; andiii. Transfer of shares in a local subsidiary in which theselling company owns at least 35 per cent and sells
at least 20 per cent of it shares during any fiscal
year.
We note that the lease of the port terminal could qualify
as an immovable property right under the internallaws of Myanmar and hence also under the MyanmarSingapore DTA (Art. 6 (2) Myanmar-Singapore DTA).
Therefore, in case where the property of JVCo consists
principally of the lease right, any capital gain realizedon the transfer of shares in JVCo would be subject to
10% CGT in Myanmar because qualifying as an indirecttransfer of immovable property.
In all the other cases, the gain (if any) is only taxable
in Singapore provided that the selling entity owns lessthan 35% shareholding in JVCo or transfers less than
20% during the fiscal year.

gain on a Myanmar asset, regardless of some offshore
entity is interposed. This has also been the view of tax
authorities in China, India and Indonesia, so we believethat caution is of the essence in this respect.
If indeed CGT applies to an indirect offshore transfer,
it will be useful or even crucial to be able to invoke
tax treaty protection. For the investor to invoke treaty
protection, the selling entity disposing of the sharesthat indirectly hold the Myanmar asset needs to be a
tax resident of Singapore for tax purposes in the senseof Article 4 of the Myanmar-Singapore DTA.

Share Transfer• CGT @ 10%• CGT can be exempted
if transfers less than
35% in JVCo (if not realestate)Singapore Holding 1

Singapore Holding 2

Singapore
MyanmarJVCo

2. Double layer structure
The CGT provisions under Myanmar Tax Law are verybroad and there is uncertainty whether the Myanmar
CGT also applies to indirect offshore transfer of capital
assets. We are aware that at the highest level of the tax
authorities, some senior officials are of the view that
Myanmar CGT can be applied to any realization of

To apply for benefits under the Myanmar-Singapore
DTA, the tax authorities require a certificate ofresidence of the Singapore entity. We note that a shelfcompany without substance may not qualify as a tax
resident of Singapore.

“VDB really know the minutiae, but also the way that things
really work in practice.”- Chambers and Partners

Energy and Infrastructure Myanmar Update 2018

15

VDB Loi and Phoe ‘Bushido’ Thaw Sinage Ceremony
24 July 2018, VDB Loi Office, Yangon

Public Private Partnership
15 June 2018, The Lake Garden - M

Power Purchase Agreement Workshop for MOEE
9 May 2018, Nay Pyi Taw, Yangon

Union Tax
10 May 2018, Pan Pa
Myanmar Energy, Infrastructure and Construction Update in Tokyo
20 February 2018, Tokyo

Joint Ventures in Insurance Sector
13 December 2017, VDB Loi Office, Yangon

16 Energy and Infrastructure Myanmar Update 2018

p For Myanmar Toll Roads
MGallery Hotel (Sofitel), Nay Pyi Taw

Structuring Condo Projects Under the Condominium Rules
27 February 2018, VDB Loi Office, Yangon

From MOA to Constitution
15 December 2017, Shangri La Hotel, Yangon

Law 2018
Pacific Hotel, Yangon
Upcoming Deals and Opportunities in Myanmar
13 September 2017, Park Royal Presidential Suite, Nay Pyi Taw

The New Law and Market Access for Petroleum Products in Myanmar
18 August 2017, Shangri La Hotel, Yangon

Energy and Infrastructure Myanmar Update 2018

17

MYANMAR APPROVES 4 MAJOR LNG/
GAS-TO-POWER PROJECTSThe Ministry of Electricity and Energy (MOEE) has yesterday approved 4 large
gas/LNG to power projects. The MOEE is using a new approval instrument
which they call the “Notice to Proceed” (NTP). In a signing ceremony,the sponsors Total and Siemens, Zhefu and Supreme Trading, TTCL and
Sinohydro and Supreme Trading were handed the NTP’s confirming theGovernment’s commitment to their projects. We saw several of theseprojects coming closer to some kind of an official approval, but the NTP
issue was even news to some of the sponsors themselves up to last week.
Let’s go over the 4 projects that will reshape the landscape of Myanmar
energy as we know it today.
Total & Siemens consortium at Kanbauk in Taninthary Region
This one, we saw coming for a while. Probably the best known project of
the 4 is the LNG to Power project Total and Siemens are developing at
Kanbauk in Taninthary Region. Limiting ourselves to public information
only, the project is reportedly a 1230MW gas fired power plant in Kanbauk
as a prioritized project to be completed in the period between the fiscal
years of 2019-2020 and 2021-2022 by the Ministry of Electricity andEnergy. French energy giant Total has also started up their production
from Badamyar project located offshore 220 kilometers south of Yangon in
Myanmar. The Badamyar project involves the installation of a new wellhead
platform connected to the Yadana production facilities, and the drilling of 4
horizontal wells to develop Badamyar gas field as a satellite of Yadana. The
project also includes a new compression platform. Total is the operator of
the project with a 31.2% interest. Its partners are Chevron-Unocal (28.3%),
PTTEP (25.5%) and the national company MOGE (15%).
The project includes an FSRU, a CCGT facility and a transmission line from
Kanbauk to Yangon. Currently there is a 230kV transmission line as far as
Mawlamyine, but it does not continue to Tanintharyi Region.
The MOEE’s Dr Tun Naing said in parliament earlier this month that the firstphase of about 600MW would be built in the 2019-22 period.
Ayeyarwady Region LNG to Power project
One of the projects is a gas-fired power plant of 1,390 MW in the
Ayeyarwady region, Pathein Township, Shwe Thaung Yan coastal region,near Milaunggyaik village track and Jade Latt village tract. It is set to becompleted in the period between the fiscal years of 2019-2020 and 20212022 according to the Deputy Minister of Electricity and Energy, Dr. Tun
Naing. The project, valued at US$2 billion, will be developed by threeinternational firms; namely, Hong Kong-based Zhefu Group, Gunvor
Group from Switzerland and Supreme Group of companies from Myanmar.
Zhefu Holding Group Co., Ltd. is a Shenzhen-listed public company witha wide business scope, including hydropower, nuclear power, oil and gas,and microfinance, among others. The Supreme Group of Companies isbased in Yangon, Myanmar, and its business is mainly water engineering,hydropower steel structures and construction.
18 Energy and Infrastructure Myanmar Update 2018

Details of the investment were released by the projectcompany along with environmental and social impact
and assessment of the project by Ramboll Environ
company from Denmark in Shwe Taung Yan Town at
4th July last year. Locals conveyed their general support
for the project realizing that such a project could
support the development of the region. Locals werealso supportive of the condition that the Government
remains responsible for the project.
Generated power from the project is intended to betransmitted to Ayeyarwady and Yangon regions for
distribution and the project would include constructionof large infrastructure including ports, breakwaters,
FSRUs and transmission lines to Yangon. The
investment companies said they will also implement
CSR activities to help the development of the region’s
education, health, electrification and transportation
sectors. Social media post suggest that the facility will
be tied to Kyaukphyu, which is in Rakhine State but
nearby to Mee Laung Chaing. Authorities say they will
later extend the grid through Rakhine and Chin states
and northern Ayeyarwady Region using power fromMee Laung Chaing.

Based in Beijing, Sinohydro is one of the three brandsof the Power Construction Corporation of China(“PowerChina”). Sinohydro partnered with GE in
Sarawak for a CCGT project, illustrating its interest in gas
fired generation in the region. Sinohydro was involvedin Mong Ton hydropower project, on the Salween River,where Three Gorges and Sinohydro (alongside Egat
International Thailand) were the lead investors. They
were also involved in Hatgyi hydropower project in
Kayin state and Yeywa hydropower project on Myitnge
river in Shan State.

TTCL’s LNG to power project at Ahlone, Yangon
RegionTTCL, a joint venture between Italian-Thai Development
and Toyo Engineering Corporation is developing a
356 MW gas fired power plant as the second phaseto their original 121MW combined-cycle power plantin Ahlone Township, Yangon. The project is listed in
the priority projects to be completed in the period
between the fiscal years of 2019-2020 and 2021-2022.
The company also planned to invest more than 6billion to establish two coal-fired power plants, one in
Mon state with production capacity of 1,280MW and
one in Kayin State with production capacity of about
1280MW.The project in Mon state was suspended due
to local opposition while their project in Kayin sateis also facing the same problem. However, the Kayinproject has proven to be controversial with critics
pointing out that the MoU for the project, signedwith the Kayin State Government, contravenes theElectricity Law. The Electricity Law requires large scale
projects in excess of 30MW to be executed with theUnion Government. Time will tell on how the $3 billion,1280 MW coal power plant project will unfold.

“...very high standards.”- Legal 500

Sinohydro and Supreme Trading for Kyaukphyu
Not many details are known about a 135MW Gas toPower project slated for Kyaukphyu, Rakhine State.
Kyaukphyu features a planned Special Economic Zoneof 4,000 acres, developed by CITIC, and a deep sea portwith heavy Chinese investment.

Energy and Infrastructure Myanmar Update 201819

A new procurement process Notice to Proceed(NTP)
The Ministry of Electricity and Energy (MOEE) is about tofollow a new approval process for electricity generation
projects, replacing the classic “Memorandum of
Agreement” with a unilateral letter committing theGovernment to the project, calling this a “Notice toProceed”. The change comes as both the Government
and the IPPs seem to agree that the approval process
for power projects takes too long. The Government
wants projects to complete fast while sponsors
complain about lack of decisions and stalled approvals.
In a move illustrating the new drive forward, the MOEEchanges up the approval process while giving its goahead to several large gas/LNG-to-power projects.
The established approval process in Myanmar (there
are exceptions) takes, or took, the investor from a nonbinding MOU, followed by a feasibility study, to an
Memorandum of Agreement (MOA, the concessionagreement, let’s say), the Environmental and Social
Impact Assessment and finally to a Power Purchase
Agreement (PPA) and other project documents.
How long does this process take? There are projects thathave been stalled for over a decade for environmental
and social (E&S) reasons, such as is the case with nearly
all coal and the majority of hydros. Even if there areno particular E&S challenges, going from an MOU toan MOA and then all the way to a PPA can take, if webase ourselves on recent experience in Myanmar, atleast three years or more. But the time period neededis really hard to gauge in Myanmar at this time. On the
one hand, no MOAs or PPAs have been concluded, as
far as we can tell, since March 2016. Progress has beenslow.
What is causing delays?
Drafting and negotiating MOAs and PPAs takes timein every country, even the ones where such deals arecommon for decades. It is not surprising at all that thechallenges are greater in Myanmar, where until lessthan 5 years ago, there were no independent power
producers (IPPs) at all. Even today, there are just a
handful of IPPs in operation in Myanmar. For decades,
producing, transmitting and distributing power was apure state-owned operation.
There are many reasons why a power project is stalled,either at the Government side or at the sponsor side. In
Myanmar, I have come across the following situations,in no particular order:• There are questions in connection with the E&S
situation of the plant site, and there is no timely
decision on how to approach this;• The project is on coal basis and the Government
does not wish to proceed at this time;
20 Energy and Infrastructure Myanmar Update 2018

•

•
•

•
•

•

•
•
•

An MOU was granted years
ago, but now, perhaps in thecontext of new plans or projects,
it has become unclear if theGovernment still needs or wants a
project of the nature anticipatedin the MOU;
The commercial terms are too farapart, such as on tariff, currency
or guarantees;
One of the parties is unsure
whether to accept a proposedrisk allocation or other legal
terms in the contract;
Different authorities defer toeach other for key decisions on
the project;
There are legacy issues inconnection with the project and
the Government is unsure how toresolve them;
The Government proposes tochange a key element in the
project, such as the site or thefuel type;
One Government agency has
approved the project but anotherone does not;The consortium of sponsors falls
apart or requires renegotiation;
The site is ill suited, which shouldhave become apparent sooner;

But it is also a question of focus
As was mentioned above, a lack ofexperience on the Government side,and I suppose a lack of familiarity
with Myanmar on the sponsor side,
is a commonly held notion to explain
the slow progress. That is certainly
true, but this is not the whole picture.
A lack of experience, if there is a willto do so, can be fixed by bringing in
outside skills. In Lao PDR, “the batteryof South East Asia”, sponsors typicallypay for the legal and technicalconsultants on the Government side
while developing a project. Even
without outside consultants for
the Government, I can speak frompersonal experience that if the MOEE
really wants a PPA agreed in a week,
they can do it, and they have doneso. On one project, the pressure wassuch at one point in time that parties
basically locked themselves in a room
in Nay Pyi Taw from 9 am to 8 pm for afew days, and by the 4th day we had
an agreed, balanced document. It
is possible, also in Myanmar. So, it
is just as much a matter of focus asof experience.
How do we fix this?
We have just begun to transitionout of a purely state-managed
energy economy. The perceptionsof the role the private sector
should play in public infrastructure
evolve over time. In the meantime,
are there any practical measures
we should consider to speed up
the process? Over the years, someideas have been floated such as:
•
•
•
•
•
•
•

Abolish the MOA;
Replace the MOA with a Letterof Intent or something similar;
Change the PPA to include the
MOA, signed by MOEE andEPGE;
Draft and negotiate the MOA
and the PPA simultaneously;
Create template documents
for the Government to follow;
Create an inter-ministerial
taskforce for power projects;
Create a “deal team” withoutside consultants.

Was the MOA abolished?
Skipping the MOA altogether has
in my experience been raised ina number of more urgent power
projects, where electricity would
have to be delivered in a mannerof months. Remarkably, in myexperience it is often the MOEE
raising the prospect rather than
the sponsor.
The MOA functions in Myanmar
as a framework concessionagreement between the sponsor
and the MOEE. It is the firstand sometimes the only legal
document that is signed between
the sponsor and the actual
Government. In power deals,
the Power Purchase Agreement(PPA) is concluded between
the EPGE and the sponsor. The
EPGE is not legally the same as
the Government, although it is aState-Owned Enterprise.
You may be able to skip or drop
the MOA, but it is likely sponsors
still need some document to besigned by the Government. The
EPGE cannot approve a power
project, only the MOEE can doso, with cabinet approval. So, if
sponsors want a document atsome stage, that they have or
will receive such permission,
either during the planning or
before financial close, it will haveto be with the MOEE. Besides,
the Government has many
obligations in a power deal which
the EPGE, as a SOE, can simply notaccept or deliver. The Government
needs to approve land use, allow
the import of plant, support
tax incentives, allow borrowing
from overseas, permit extracting
profits, etc.
So, yes, the MOA can be abolished,
but we would not save as muchtime as we think. It would haveto be replaced anyway, sooner
or later, with another document
containing the concession rightsfrom the Government, perhaps
called a “BOT Agreement”.
Anyway, sponsors need to bereassured that they have a goodchance the Government willapprove their project before they
are willing to spend a few years indevelopment. That is one of theroles that the new NTP plays. It
confirms the commitment of theGovernment to proceed with the
project.
MOEE and EPGE both sign the
PPA?
A variation on cancelling the MOA
would be to expand the PPA, andto have it signed not just by the
EPGE but also by the MOEE itself.
In a way, the PPA would integrate
both the MOA’s concession and thesale of electricity arrangements.
There are a number of problems
with this. By merging the MOA
and the PPA, with two signatories,

Energy and Infrastructure Myanmar Update 201821

each Government party would
normally speaking have to takeon the other’s obligations as
well. The MOEE does not wantto have the obligation to buy
electricity and the EPGE does notwant to have the obligation to
help secure tax incentives. That
can all be addressed by detailed
drafting, I suppose, but what
would be the point. As long as
you still have pages and pages ofdense text to review and agree on
with two different Government
agencies, would it really save time
if those pages are in one or in two
instruments? Probably not.
And then there is the lack ofprotection for the sponsors. The
PPA will take the longest to draft
and negotiate. With the MOA
provisions only coming into force
at the very end of the approval
process, sponsors will havenothing to evidence the projectis theirs until years later, when all
the details of the PPA have beenstraightened out. Again, the NTP
resolves this problem.
It’s a valid thought, but given that
we would have to split out the

obligations of the MOEE and the
EPGE, what you save in sheetsof paper may be lost again incomplexity.
Draft and negotiate the MOA or
the NTP and the PPA at the same
time?
There really is no deal until all the
project documents are in place. So,
is doing the MOA and the PPA on
a consecutive basis unnecessarily
adding time to the process?
The longer you wait withcommencing PPA negotiations,the longer it will take to get to a
final agreement. There is nothing
wrong with starting the PPA
negotiations together with the
MOA talks. We have tried this on
some deals. We tried attaching a
PPA to the MOA, on one deal, andwe tried attaching a “term sheet”
of the PPA as an annex to the MOA
on others. In yet other power
projects, we tried incorporating
more commercial terms actually
into the MOA. But in many cases,
sponsors will sooner or later be
tempted to keep the MOA or the
NTP fairly basic and to just go forthe confirmation that “they havethe project” as soon as possible,
long before the much moredetailed other project agreements
are completed.
In conclusion, in practice you will
likely have an MOA or now an
NTP all done long before the PPA
is in agreed state. Yes, it will savetime to start with the PPA as soon
as possible, but that does notnecessarily prevent the MOA frombeing signed. What would help, is
to include a few more commercial
terms of the PPA in the MOA or
the NTP , as many MOAs in fact do.
But it’s not really a streamlining
solution because, by definition,
if those terms are controversial,
they will delay both the MOA or
the NTP and the PPA anyway.
Standardize
documents?

the

all

As someone who was able
to observe the granting ofconcessions of the onshore
and offshore oil and gas blocks
from up close and personal, I
must say the differences withthe process in electricity are
massive. The Production Sharing“Edwin is very good at dealing with very difficult issues; hecan push things through, make things work.”- Chambers and Partners

22 Energy and Infrastructure Myanmar Update 2018

power

Contracts (PSC) are also complex
documents. But based on its
experience of many decades indealing with private sector oil
and gas companies, the MOEE
scarcely wastes a few months to
wrap up a PSC with an oil andgas company, compared to years
with PPAs. The context is indeed
very different. Bidders for oil andgas blocks know going in that the
text of the PSC will virtually not be
renegotiated. The biddable terms
are laid out from the outset, andeven the parameters of those are
well set out by the MOEE. And,the standardization in oil and gas
PSCs works because, although
they are not perfect, the operators
consider the risk allocation in the
PSC to be at least more or less ofinternational standard.

same template, the differencesin commercial terms which
nevertheless exist are remarkable.
But, there is also reason for
optimism. Many other important
issues, such as force majeure,termination payments, disputes
settlement are less re-litigatedin PPAs thanks to the Myingyan
effort of World Bank and IFC. Not
everything from the Myingyan
deal is being reused, but somethings are and that is progress.

No such luck in electricity, until
now. Most commercial issues
have not been made uniform. The
tariff, escalation, price structure
are all agreed on a case by casebasis, for now. Of course, there areso few PPAs that one really cannot
speak of any uniformity yet. But
given that at least the five March
2016 PPAs are all based on theThis is not a new insight. Many
development partners have tried
to create templates for contracts
to be used in the Myanmar
electricity sector. I know at least of
5 sets of templates, from various
development institutions. And
although we should be gratefulof their contribution, after the
5th “template” for the same
contract, we are going to have toStandardizing the commercial
terms, where possible, and the
body of the MOA, NTP and PPA
instruments is an obvious way
to reduce the lead time on new
projects. In theory, once thetemplate has been agreed, theprojects can just fall into place.

call it something else besides atemplate. Drafting a model PPA
is a lot easier than getting thevarious Government agencies toactually agree and then stick towhat it says. But without that, it’svalue is very limited.
In conclusion, yes, standardizationof legal and commercial terms has
already worked in Myanmar andis certain to deliver additionaltime savings. But for this towork effectively, the different
Government agencies involved
need to agree with and indeed
adopt the template’s terms.
Some of the template efforts do
not attempt deliver that, for one
reason or another, but we certainly
look forward to improvement inthat area.
Create an Inter-Ministerial
taskforce to develop andnegotiate power projects
Projects encounter delays if theGovernment decision makers
are spread out over different
departments and Ministries. To
some extent we have always
seen this in Myanmar between
the MOEE (which negotiates

Energy and Infrastructure Myanmar Update 201823

and signs the MOA and some otherproject documents) and the EPGE (and its
predecessors), which negotiates and signs
the PPA. On the oil and gas side this was in
my experience less noticeable, although the
MOGE is the signatory of the PSCs as well.

readily available internationally and areminute compared to the benefits in GDP
that result from a boost in the country’s
energy infrastructure.

This problem of administrative coordination
has become more prominent in the MOEE
and Ministry of Planning and Finance(MOPF) relationship, and in the MOEE andState or Region Government relationship(where the rather counterproductive 30MW
threshold set by the Electricity Law cameinto play in 2014).

Both the public sector and the private sector
stakeholders agree that the current approval
process for power projects is, the way itworks at present, not well suited to meet theextraordinary needs for Myanmar to catchup its energy infrastructure. Remodelling anairplane during mid-flight is always tricky,
but there are some viable tested options
available that I think should be explored:

It is not uncommon internationallythat different agencies are involved indeveloping energy projects. A tested
measure to curb possible delays resulting
from this is to create an inter-Ministerial task
force to push and facilitate decisions in an
efficient manner. In fact, we have seen thishappen in Myanmar on several projects
where either on the Government’s or on
the sponsor’s request, meetings happen
simultaneous with the different Ministries
involved. These case-by-case examples area good basis to build a more organized,
structured approach for energy projects.
You need not just the meetings, but clear
authority on who decides what, deadlines,
one leadership role, a structured process forthe agencies to follow so the pace is kept.
Create an experienced “Deal Team” toassist the Government’s taskforce
The process of developing a project would
go a lot smoother if both the Government
and the sponsors are helped by experienced
financial, legal and technical consultants.
For things to move fast, the “deal team”
must have considerable experience withprivate invested and financed power
projects, something which is simply new to
Myanmar. The Government must have such
resource available and, equally important,be comfortable to rely on it for all but themost strategic policy decisions. Politics
aside, an efficient deal team can accelerate
the deployment of bankable infrastructure
manifold. As part of the regulatory reform
for financing Public Private Partnershipprojects, we have proposed the formationof a such a deal team to facilitate a “crashprogram” in Myanmar infrastructure.
Resources to fund such a deal team are
24 Energy and Infrastructure Myanmar Update 2018

In conclusion

1. More templates, and ask that
the Government would publish
them: Current efforts underway by
development partners should becoordinated within the development
community (this has indeed happened
to some extent) and with the private
sector (this is underway at least forhydropower). The templates shouldhave the Government’s buy in to suchdegree that they can be published
as official (but perhaps formally nonbinding) model MOAs and PPAs.
2. Standardize commercial terms, atleast to a large extent: Not only the text
but also the commercial terms should,
to the maximum extent possible, be
uniform and published, much like thecommercial terms of Myanmar oil andgas PSCs. Something will always beleft to case-by-case negotiations, but
we want to narrow down the scope asmuch as possible to make individual
projects go faster.
3. Adopt a “deal team” approach:
Delegate the power to negotiate nearly
everything to a deal team with a decision
maker from MOEE, MOPF, MONREC andthe state/region involved, and rely on
experienced consultants to do all theheavy lifting.

EDWIN VANDERBRUGGENDISCUSSES MYANMAR’SGROWING POWER NEEDS WITH
CHANNEL NEWS ASIA

September 30, 2018
In light of the recent dam flooding in central Myanmar, Edwin
Vanderbruggen discusses some of the problems of Myanmar’s
neglected infrastructure, and the opportunities for newhydropower projects in the country. As the government has
improved environmental, social and safety standards aroundpower projects, the country has started to attract new kindsof investors and partnerships that could help alleviate thesekinds of disasters.

MONREC ISSUES FIRST EVER ENVIRONMENTALCOMPLIANCE CERTIFICATEThe Ministry of Natural Resources and Environmental Conservation (MONREC) has just issued
what we were told is their first ever Environmental Compliance Certificate (ECC). The ECC is in
a letter format and confirms that the applicant’s Environmental and Social Impact Assessment
is in compliance with the requirements of the Law on Environmental Conservation (LEC). It isissued by the Minister’s Office of MONREC.
Even though the LEC and its implementing regulations require an ECC before commencing
business activity, in practice no ECC’s were yet issued. This caused various difficulties forinvestors, who had trouble evidencing they were in order with Myanmar’s environmental
laws and regulations.
The ECC, which was issued on a power project advised on by VDB Loi, states a number ofongoing conditions the investors need to respect, as well as certain reporting requirements.

Energy and Infrastructure Myanmar Update 201825

TOLL ROAD PUBLICPRIVATE PARTNERSHIPSPROJECTS IN MYANMARThe Union Ministry of Construction, in coordination with
the Union Ministry of Transport and Communication,and the Yangon Regional Government seeks to
implement its first ever elevated expressway, theYangon Elevated Expressway. The Government isplanning to invite tender bidders this year.
The elevated expressway will run 40 km start from
Strand Road in Down Town to Mingalardon Industrial
Zone at the outskirt of Yangon, east of Yangon’s Inner
Ring Road, and 15 km from No.3 Road of Mingalardon
Industrial Zone, connecting to Yangon-Mandalay
Highway, and further to Hantharwady International
Airport which is in the implemented plan.
Against this backdrop we have provided thispreliminary issues memo to highlight some of the
key legal and practical issues to consider for sponsors,lenders and Government stakeholders.
Situation of existing toll roads in Myanmar
Myanmar has an exceptionally high percentage of
toll roads among developing countries, 22,000 kmof road in total are tolled in one way or another withprivate sector involvement. On most trunk roads in
Myanmar users have to pay some kind of toll. There
are also 170 tolled bridges. The first BOT contracts fortoll roads were signed in 1996 (the AH14 MandalayLashio-Muse). Approximately 90% of the roads withmore than 1,000 vehicles per day, not including theexpressways, are under BOT contracts. BOT roads are
14% of the total trunk road network and 31% of thenational highway network.
There are two types of toll roads in Myanmar: BOT
roads and “auction roads”. In a BOT road project, theprivate sector contractor invests in road improvement
and repair. With auction roads, there is some type ofa tax farming structure, where the private contractor
just operates the toll booth in return for an advancepayment to the Government. Under this regime,
the operation of the toll gates is auctioned off tointerested bidders at 80% of the estimated traffic
volume multiplied by the toll rates for the different
vehicle types. Once the revenue exceeds the 80%, theprivate sector partner realizes a profit. There is no realbidding, but rather a lottery process.

26 Energy and Infrastructure Myanmar Update 2018Toll rates are determined by the
Department of Highways’ (formerly
the Public Works Department) (“DOH”)
Production Section, and are reviewed
every 2 to 4 years, or are set by the BOT
contract on a “to be negotiated” basis.
BOT toll rates are currently between
0.03US$ (e.g. for saloon type cars) to
0.22US$ (e.g. for very large trucks) per
km, depending on the vehicle type, with
rates for “auction roads” at one third or
one fifth of BOT toll rates.
A thorough ADB study published in 2016has observed that while user payments in
Myanmar are large (estimated at 120M$
per year), users are not getting value
for money (ADB, Myanmar Transport
Sector Policy Note Trunk Roads, 2016
p. 90). Most BOT roads are in poor or
bad condition, sometimes making it
necessary for users to slow down to as
much as 20 km/hour. Improvements
such as road widening, while agreed
in the BOT contract, are not always
implemented or enforced although tolls
are still collected, the ADB study noted.
Most revenue is concentrated on 20%25% of the road network with significant
traffic.
Myanmar has a lot of experience withtoll road bot contracts, but not theright kind
The template BOT contract used by the
DOH has been described by the ADB
as being “deeply flawed” and “often far
removed from best practice”. This is thecase both from a legal and a commercial
perspective. Some examples:•

The BOT contract requires thecontractor to repair and widen theroad in return for collecting toll for
40 year, which can be extended withthree periods of 5 year.

•

The contractor is required tomaintain the road for the entire
contract term, and to widen theroad again in case the traffic reaches
certain thresholds. However, theADB estimates that the profitability
for contractors is for most roads very
low. The economics are not viable,
which is probably the main reason
for the lack of investments;

•

The contractor provides a performance guarantee
of 1% of the estimated investment cost;•

The Government receives a share in the gross toll
receipts (between 5 to 20%, depending on theyears of the contract);•

The Government is entitled to terminate thecontract without compensation in case the contract
defaults on the construction or maintenanceobligations;•

There is a flawed termination payment framework;
and•

Disputes are settled through negotiation or, failingagreement, by arbitration in Myanmar.

The legacy experience with domestic BOTs is not
helpful to the socialization of a new PPP document inaccordance with international best practices. We haveextensive experience in explaining complex project
documents to Government officials and persuadingthem of the benefits of an international standard
document. These exercises generally take much longer
than stakeholders expect.
Flexibility will be needed in the project structure
There are no specific laws on PPP or other laws or
regulations imposing any particular structure for the
Project in Myanmar. The Government is to a large
degree free to decide how to structure the Project.
For the IFC’s project on creating a Model Toll Road PPPDocument, a very typical structure for toll-road PPP
projects was assumed and proposed. It includes theformation of a Concessionaire SPV project company
concluding a concession agreement with the Ministryof Construction, Government support and a separate
O&M provider. In the structure, the SPV will collecttoll fees from users and, potentially, an availability
payment from the MOC.
Based on our experience we believe it is entirely
possible, even likely, that the MOC will consider
several different structuring options before settling
on a final solution. As you know, the MOC itself is still
considering different options of implementing public
infrastructure projects, such as through ODA loans in
combination with operating concessions. Furthermore,other Government stakeholders will weigh in on the
documents and the structure, such as the MOPF and
the Attorney General Office. We have had experienceon projects where this happened in relatively latestages, after documents have already been issued in
the context of a tender.

“...Highly praised by peers
and clients alike as aseasoned and informed
professional.”- Asia Law

Energy and Infrastructure Myanmar Update 201827

How are government counterparts likely toperceive certain key commercial terms?
Many of the key factors of the Project have come up
in prior infrastructure projects with private sector
investment. Our experience in negotiating, explaining
and documenting these will be a valuable asset to theProject, such as:•

Availability payments versus use payments? It is
generally difficult to understand for Government
officials that they might have to pay for somethingeven if it is not being used. This principle was
accepted, for example, in only 1 out of 5 PPAs
signed in 2016 (we worked on 5 out of 5; 4 times
for the sponsors, 1 for the lenders). But to somedegree this is about semantics, and on how thematter is explained. On the PPAs without capacity
payments, for example, instead a “minimum
guaranteed offtake” was agreed, which was tosome degree the same in combination with acomprehensive FM framework.

•

Foreign currency tariff? This issue is closely
watched by the Ministry of Planning and Finance(MOPF), and the Central Bank of Myanmar, which
are concerned about further decline of the MMK.
A new Directive of the Central Bank in December
2016 has put more pressure on Government
departments and State-Owned Enterprises to pay
only in MMK. But, in our recent negotiations with
the MOPF in connection with a number of projects
have resulted in a more pragmatic “multi-currency
approach” (MMK and USD).

••

Foreign currency-linked toll fees? Given thesensitivities associated with increasing toll rates
for Myanmar users, it may be politically difficult
to agree on formulas where the toll fees get hiked
based on exchange rates. Nevertheless, lenders
will have to be reassured about the foreign
currency debt service, probably through some sortof Government support mechanism.
Bankable termination payments? On several
infrastructure projects, even when we were acting
for the Government, we encountered significant
push-back on termination payments. On the
Yangon and Mandalay Dry-Ports PPP, for example,
we were unable to get the Union Ministry to accept
a bankable solution. On most of the energy deals
we worked the Government did accept a bankabletermination payment.

28 Energy and Infrastructure Myanmar Update 2018Land rights of the project
The land use rights of the projects, as anelevated expressway, can be structured
in different ways under Myanmar law.
Chiefly, a right of way (ROW) in Myanmar
can be created through a contract oflicense (which is not an immovable
property right), an easement (which isan immovable property right), a longterm lease (which is also an immovable
property right in Myanmar law) or atransfer of a land use right (which is an
immovable property right). The practice
to date for oil and gas pipelines in
Myanmar, all of which are “owned” by
the MOGE, has been to create a ROW
through a transfer of land use rights. In
other fields such as for telecom towers,
which are nearly all foreign owned
companies, long term leases have been
the standard, while for water pipelines
and fiber optic cables owned by foreign
owned companies, licenses have beenused. To date, existing BOT contracts
for toll roads, which are all agreementswith local parties, do not provide in any
separate right for the company to lease
the land or own the construction on it.
One part of the problem is to establish
in Myanmar which Government entity
is the owner of a particular plot of land
where one or more pillars will be erected.
This should not be underestimated. In
practice, there are rarely documents
or surveys available to identify which
entity, union level, state/region levelor municipal level, actually holds theauthority to provide a right of use to theProject company.
If the Project wishes to create animmovable property right which
is opposable to all third parties, aregistered lease is the most practicalsolution. However, this is unprecedented
in Myanmar for publicly used assets.
A lessee may not be able to close thetoll road for public use, even if that is acommon right for lessees in general.
Instead, the (proper) Government landowner can create a contractual right(a license) for the Project company toerect buildings on the land of the owner.
The Project company would have thecontractual right to use the buildings for the durationof the contract. Such right can be assigned to a third
party lender under the Transfer of Property Act.
Direct agreement with the lenders?
So far only one project, an IPP has sought to obtaina direct agreement between the lenders and theGovernment. The negotiation was extremely lengthy.
This issue must be handled differently on otherprojects to avoid extreme delays. Furthermore, there
is some uncertainty as to the boundaries in the scopeof application of the Public Debt Management Law
2016 for “guarantees”, which require approval from the
National Assembly. Although we think it is likely that adocument establishing a contingent liability towards
the project company does not fall into the scope of
application, there is always the chance that there aredifferent views on this.

Overview of Tax and Other Aspects
1

Corporate Income Tax rate

25%

2

Corporate Income Tax holiday

3, 5 or 7 years depending on the location of the project inMyanmar3

Import of capital goods, plant

Exempt from import taxes and customs duty during theconstruction period

4

Indirect tax on service provided by 5% Commercial Tax, can offset input Commercial Tax on expenses
the project company to its customers

5

Additional income tax incentives

Reinvested profit, accelerated depreciation, profit from export

6

Dividend distribution

No withholding tax, no restrictions to dividend distribution

7

Tax on interest paid to lenders

Interest paid on cross border loans 15% withholding tax, reduced
to 10% or 8% under some tax treaties. No withholding tax on
local loans.

8

Foreign ownership restriction

No requirement for a local partner on most infrastructure activities

9

Debt to equity ratio

Generally 70/30 to 80/20 debt/equity permitted, special cases
may be allowed

10

Foreign nationals as directors

Permitted. At least one director should be a resident of Myanmar,
but no requirement for any Myanmar nationals on the board of
directors

11

Local content requirement

Generally not applicable

12

Loss carry forward

3 year. Losses during tax holiday cannot be carried forward“...vast knowledge of the local culture and legal framework,and policies of the country.”- Legal 500

Energy and Infrastructure Myanmar Update 201829

Table: Trunk Road Lengths by Surface Type and State and/or Region, 2014
State/
RegionAsphalt Concreteor Penetration
MacadamCementConcrete

Water-Bound
Macadam

Gravel

Earth

Track

Total

Of
Which
Paved

km

%

km

%

km

%

km

%

km

%

km

%

Kachin

25.3

1

587.9

16

541.9

14

970.7

26

967.4

26

693.4

18

3,786.8

16

Kayah

–

0

472.0

49

60.5

6

100.0

10

329.1

34

0.0

0

961.6

49

Kayin

–

0

831.8

46

87.6

5

176.2

10

723.5

40

0.0

0

1,819.2

46

Chin

–

0

555.6

28

528.3

27

–

0

861.6

44

26.6

1

1,972.028

Sagaing

32.2

12,091.5

47

519.9

12

716.0

16

1,124.2

25

0.0

0

4,483.8

47

Tanintharyi

–

0

744.7

55

323.3

24

206.6

15

81.9

6

0.0

0

1,356.5

55

Bago

263.2

12

1,467.8

66

199.6

9

122.3

6

158.1

7

0.0

0

2,211.078

Magway–02,586.3

73

341.4

10

352.3

10

260.7

7

0.0

0

3,540.7

73

Mandalay203.0

91,861.6

85

98.8

4

12.2

1

23.1

1

0.0

0

2,198.7

94

Mon

–

0

729.8

83

2.4

0

65.4

7

82.3

9

0.0

0

879.9

83

Rakhine

36.4

2

991.4

53

439.3

24

182.3

10

215.9

12

0.6

0

1,865.8

55

Yangon

97.5

9

787.4

75

87.4

8

12.1

1

59.9

6

0.0

0

1,044.3

85

Shan (East)2.2

02,116.3

55

336.2

9

799.3

21

563.0

15

0.0

0

3,817.056

Shan (South)

57.3

1

2,154.1

43

531.1

11

923.3

18

1,382.9

27

0.0

0

5,048.7

44

Shan (North)

6.4

0

632.6

30

368.9

18

419.7

20

660.4

32

0.0

0

2,088.1

31

Ayeyarwady

19.3

1

1,592.2

61

158.8

6

488.6

19

361.8

14

0.0

0

2,620.8

61

Nay Pyi Taw

191.5

44

223.7

52

–

0

–

0

18.5

4

0.0

0

433.7

96

Total (2014)

934.4

2 20,426.8

514,625.3

12

5,547.014

7,874.420

720.6

2 40,128.6

53

Total (2011)

638.4

2 16,622.9

445,561.8

15

5,636.015

6,087.1

16

1,409.8

4 37,785.3

46– = not available, km = kilometer.
Source: ADB estimates based on Ministry of Construction data.

Progress on the documentation
On some deals, such as Hanthawaddy International
Airport, the parties were unable to move thedocumentation forward fast enough. Delays,indecision and a number of tactical errors at the sideof the sponsors resulted in a near termination of thedeal. On more recent projects we mitigate this issue by
preparing documents way in advance, by simplifying
international precedents and by drafting Myanmarlanguage summaries and term sheets.
The new landscape for the sovereign guarantee
The legal framework of Sovereign Guarantees is in fulldevelopment in Myanmar. In following of the Public
Debt Management Law 2016, a wholly new legal
context exists for such guarantees. Under this law, an
actual sovereign guarantee in the sense of this law, canonly be issued by the MOPF and within the terms andconditions set by the National Assembly.
30 Energy and Infrastructure Myanmar Update 2018

In practice, line ministries including the MOEE haveissued contractual commitments covering payment
obligations of their SOEs in the guise of a BuildOperate-Transfer contract. Such a BOT has the effect ofa guarantee. But, in fact, this structure was only done
for one particular power project, and not for any of theothers. So far.
The MOPF is now in the late stages of considering
an implementing regulation under the Public Debt
Management Law 2016 for the financing of PPP
projects. It contains a procedure, conditions andvarious other terms for issuing sovereign guarantees
in Myanmar. The guarantee structure would use bothcontractual commitments (by the line ministry) and a
letter of guarantee by MOPF, the letter acknowledging
and confirming the contractual commitments of theline ministry (Note: VDB Loi drafted this regulation,
and works with MOPF to finalize it).

Figure: Highways Traffic Load, as of 2013 (Vehicles per day)

Source: ADB estimates based on Ministry of Construction highway traffic data.

Energy and Infrastructure Myanmar Update 2018

31

Bank

Insurance

Offshore SPV

Gas

Security Agent

Lenders

MIGA PRI
ProviderSH
MYANMAR
SeniorMyanmaInsuranceBankOnshoreSecurity AgentPROJECT CO

LL

Gas
deliver

Pipeline

PPA

GSA

MOA
BOT /Concession
Agreement

DGS
GOVERNMENTLAND OWNER

MOGE

EPGE

MOEE

In the below structure, it is illustrated how theGovernment guarantee would work in a power
project setting. The obligations of the Government
contract parties EPGE (the electricity utility) and the
MOGE (Myanma Oil and Gas Enterprise) are backed
by the relevant Union Ministry, in this case the MOEE
(Ministry of Electricity and Energy) and confirmed by
the guarantee issued by the MOPF. In the case of atoll road project where the Ministry of Constructionis the contract party providing the concession, andnot a state-owned enterprise such as EPGE or MOGE,
the structure used for power projects will have to be
adjusted.
Based on the most recent insights, the Government
guarantee structure might, if approved thus look as
follows:
1. A contractual commitment by MOEE to pay on
behalf of EPGE in a project document between
the Sponsors/the Project Company and the MOEE,
most likely a document called the Concession
Agreement or Implementation Agreement or
MOA; and2. A letter of guarantee issued by the MOPF underthe (now in draft) Regulation on the Financing of
PPP Projects.
Investment incentives
Foreign investment in Myanmar is governed by the
Myanmar Investment Law, which requires large
projects such as PPP Projects to obtain an investment
32 Energy and Infrastructure Myanmar Update 2018

Letter ofguarantee?

MOPF

license, known as a Myanmar Investment Commission(“MIC”) Permit. The MIC Permit is the key to investment
incentives, including land use rights and tax benefits.
The MIC has issued a list of promoted investment
activities which are eligible for tax incentives. The
construction of new highways appears on the list,
meaning investors can apply to the MIC to receive tax
benefits including a corporate income tax holiday. The
duration of the tax holiday depends on the location of
the project, with investments in less developed zones
benefiting from a 7 year holiday, while investments
in urban areas benefit from 3 years. This holiday is
not triggered until the project company is earning anassessable income, so often the holiday period will
start from the COD of the project. The second typeof tax exemption is an entitlement for the projectcompany to apply for customs duty, commercial tax
and advanced income tax exemptions on its imported
machines, equipment and materials during theconstruction period of a project.
To obtain an MIC Permit, a detailed proposal of the
project as well as various government approvals
must be submitted to the MIC for consideration.
Once a proposal is submitted to the MIC, a decision
is usually made within 60 days. The Permit will set out
the construction time line, any extensions to which
will require approval from the MIC. Once the Permit
is issued, an application for the eligible tax incentives
can be made.

Table: Actual Truck Loading and Axle Damage Factors
Length(in km)Responsible Agency
National Highways
Expressway

590

International communication roads

5,918

Union roads

4,837

Region and states connecting roads

4,595

Total National Roads

15,940Region and State Roads

Responsible Agency
Ownership: Central government management responsibility—
Ministry of Construction
Execution: Department of Highways (Public Works until 2015)

Ownership: Central government management responsibility—
Region and state

District and township connecting roads

11,824

Township and villages connecting roads

12,309Total Region and State Roads

24,113Major city roads

9,475

Yangon, Mandalay, and Nay Pyi Taw City Development
Committees

Army roads

10,426

Directorate or military engineers

Other roads

676

Rural Roads

Total 96,780

Total

Execution: Department of Highways

Ministry of Electrical Power48,696-- Department of Rural Development (Ministry of Agriculture,
Livestock and Irrigation)

36,800-- Department of Progress of Border Areas and National Race
Development (Ministry of Border Affairs)

11,500-- Town development committees

157,059km = kilometer.
Note: In this table, the national and region and/or state road length was computed based on the recorded length of each road as appearing in Ministry of Construction records.
Figures obtained are different from aggregated Ministry of Construction records.
Source: ADB estimates based on Ministry of Construction data.

Toll Rates for Cars (MK per km)
300
250
200
150
100
50

Japan

US—maximum

Spain

FranceThailandPeople’s Republicof China

Italy

Philippines

Chile

MalaysiaBrazilUS—minimumIndonesia

Pakistan

India

Myanmar
BOT roads

Myanmarauction roads

0

BOT = build–operate–transfer, km = kilometer, MK = Myanmar kyat, US = United States.
Source: ADB estimates compiled from various sources.

Energy and Infrastructure Myanmar Update 201833

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