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CONDUCTING BUSINESS IN IRAN: OBSTACLES AND CHALLENGES

With the lifting of sanctions, Iran has been approached by numerous foreign companies eager to explore opportunities. After its long isolation however, there are several obstacles faced by both Iran and the foreign companies in finalising these deals and in attracting investments needed for the numerous projects that are on the table.

A number of these obstacles are well known: the reluctance of global banks to engage with Iran in financing the deals due to lack of confidence in the Iranian economy and the absence of a western-compliant financial system in Iran, as well as the fear of being penalised by the US. Additionally, there are often overlooked differences in business culture between Iran and the West.

In order to address the issue of instilling confidence in its economy, Iran has taken steps to obtain a sovereign credit rating which will facilitate the issuance of foreign debt by Iran. It is now working with Fitch Ratings, who have recently visited Iran and are conducting an examination of the Iranian economy. Iran is also working on the implementation of anti-money laundering and anti-terrorism policies. It has also successfully lowered inflation, from over 40% in 2013, to less than 8% in 2016 through an overhaul in its internal financial policies. As a result, there has been a drop in the interbank lending rate from 30% to 17.5% and a bank deposit rate of 15%, down from 20% just a year ago. The lowering of the deposit rate is aimed at increasing public spending, in order to stimulate economic growth. Iran’s GDP growth has also steadily increased in the past few years from a negative figure of -6.8% in 2012, to +1% in 2015. Iranian Minister for Economic Affairs is hoping that that GDP growth will figure will increase to 5% in 2016, with a long-term forecast of 8%. Another positive development is the reduction in non-performing loans from 14% to 10% in the past three years.

Iran is now expecting $25 billion in oil contracts in the next 1-2 years, according to the managing director of the National Iranian Oil Co., which has plans to develop several oil and gas fields under the terms of a new contract model. Iran is hoping to attract $50 billion in foreign investment through joint ownership of oil and gas fields and has already increased its oil and gas market share lost due to nuclear sanctions  to close to its pre-sanction levels. However, the drop in the price of oil has decreased oil revenues to less than half of the level in 2011, despite the increase in production.

In addition to the problems of financing through larger banks, one of the important factors contributing to the slowness of real change is the difference in business culture between Iran and the West. There is in general a culture of opaqueness in Iran when it comes to company ownership structures and the inner workings of a company, including its financial statements. Business is conducted usually through family contacts and close friends. Many businesses are family owned and it is very important to have a solid network of friends. This reliance on a close personal network is due to the very strong importance of trust, which is essential for doing business with Iranians. Establishing this trust is of paramount importance in conducting business in Iran and to this end, patience is a key factor. Decision-making and implementation move slowly in Iran and any pressure on speeding up the process might be interpreted negatively. Furthermore, Iranians as a whole enjoy haggling and do not react well to rigid terms. Flexibility is highly appreciated.

In addition, the due diligence and compliance processes that are required by western companies are not well received in Iran as a rule. Iranian companies might delay or refuse to cooperate, which could be frustrating to western businesses. This is particularly true for private and non-listed companies, where their cooperation is necessary in order to obtain any information. Publicly listed companies however, publish a list of shareholders with more than 1% stake, however, they could be representing the true stockholders whose identity is not revealed. One way of identifying significant shareholders is to examine the company’s board of directors, since according to Iranian law, only shareholders can be board member. The difficulty in penetrating the ownership structure of Iranian firms poses a significant problem for western companies, as the remaining EU and American sanctions forbid any dealings with companies or shareholders who are still on the sanctions list. Apart from a declaration by the Iranian companies that their shareholders are not on the sanctioned list, it is essential for western companies to conduct due diligence through a specialised legal firm.

In general, Iranians have a short term view of profiting from a transaction and prefer short-term profits to long-term gains. As a result, they are reluctant paying for consultancy services on a regular basis and are more inclined to pay a lump sum introduction fee after a contract has been finalised.

While the financial and banking impediments may be removed in the hopefully near future, these cultural differences are there to stay and must be taken seriously in any dealings with Iran.

For further information on doing business in Iran please contact Jacqueline Faridani on 020 3427 5955 or by email on jaf@prospectadvisory.co.uk

For legal advice on sanctions and their application to trading with Iran please contact Edward de la Billiere on 020 3427 5955 or by email on edlb@prospectlaw.co.uk

Prospect Law and Prospect Advisory provide legal and business consultancy services for clients involved in the infrastructure, energy and financial sectors.

This article remains the copyright property of Prospect Law and Prospect Advisory and neither the article nor any part of it may be published or copied without the prior written permission of the directors of Prospect Law and Prospect Advisory.

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SECOND IRANIAN TRADE CONFERENCE

The Second Iranian Trade Conference was held in London last week. The conference focused on the U.K.’s growing trade with Iran and the continuing reluctance of the larger western banks to establish ties with Iran. The Iranian market and the challenges of conducting business in a post-sanctions environment were explored.

Among the speakers were Liam Fox, the Secretary of State for International Trade, Hamid Baeidinejad, Iranian Ambassador to the U.K., Lord Lamont of Lerwick, UK Trade Envoy to Iran,  Sir Richard Dalton, President of The British-Iranian Chamber of Commerce, as well as several representatives from Iranian and European banks and industries.

Iran as a Significant Trading Partner for the U.K.

After the re-opening of the British Embassy in Tehran, Anglo-Iranian relations have improved and British companies are now slowly starting their business activities. There are clear signs of growth.

According to Mr. Fox, Iran has the potential to be a significant trading partner for the U.K. post-Brexit, and the government is encouraging British businesses to engage with Iran, notably in exports in the healthcare, water, retail, mining and aviation. Renewables are one of the most promising sectors. Several trade delegations have visited Iran and more specific sector-based visits are being planned, with a mining delegation visiting Tehran in December. The British government is also well-placed to provide financial advisory to Iran and help modernise Iran’s private banks.

Remaining Challenges

The reluctance of large banks however, has impeded trade between Iran and European countries. Primary U.S. sanctions are still in place. The recent efforts by the U.S. Treasury to clarify the extent of current sanctions (please see our earlier blog on this subject), in order to promote international trade with Iran in dollars, while still respecting the primary sanctions on U.S. entities trading with Iran, have so far done little to encourage larger European banks.  A recent one-year suspension of some restrictions with Iran by FATF (a global group of anti-money-laundering agencies) has also not had a significant positive effect.

As explained by Justine Walker of the BBA, all global banks have a large U.S. presence and in order to fully benefit from the lifting of sanctions while still complying with the residual sanctions, the banks will need to isolate their U.S. businesses before engaging with Iran. This requires a major change in their policies and will take time. Meanwhile, transactions will need to be approved on a case by case basis.

Resolving the financing issue is a top priority of the British government, according to Mr. Fox. The government is in talks with banks in order to resolve this issue and pave the way for financing larger deals which the smaller banks are unable to finance.

The outcome of the U.S. election was not the favoured one by the banks. Trump’s policy on Iran is still at best, unclear. He has indicated in the past that he will cancel the nuclear deal reached with Iran.

For further information on the practicalities of doing business in Iran please contact Jacqueline Faridani on jaf@prospectadvisory.co.uk or 020 7947 5354

For further information on the law surrounding sanctions and Iran please contact Edward de la Billiere on edlb@prospectlaw.co.uk or 020 7947 5354

Prospect Law and Prospect Advisory provide legal and business consultancy services for clients involved in the infrastructure, energy and financial sectors.

This article remains the copyright property of Prospect Law and Prospect Advisory and neither the article nor any part of it may be published or copied without the prior written permission of the directors of Prospect Law and Prospect Advisory.

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A GREEN LIGHT FOR DOLLAR TRANSACTIONS WITH IRAN?

What’s the current situation for trade in Iran?

The lifting of sanctions has so far not brought Iran the financial and economic benefits that were anticipated. Progress has been slow in attracting investors and finalising numerous large infrastructure contracts. This is largely due to the ambiguity of the wording of remaining U.S. sanctions, which has caused large non-U.S. banks and investors to stay away from dollar transactions with Iran.

Reluctance to trade with Iran

Although allowing non-U.S. entities to conduct business with Iran in dollars, the remaining U.S. sanctions prohibit such transactions where an American financial institution is involved. Since dollar transactions, particularly large ones, might at some point transit through an American bank, large European banks have been reluctant to engage with Iran on financing the larger deals and have steered clear of Iran altogether.

Iran sanctions result in loss of export opportunities in Europe

Some European governments have expressed concerns that this ban has resulted in significant loss of export opportunities. France, in particular, started talks some months ago with the U.S. Treasury to get a commitment that it can conduct business with Iran without fear of violating the U.S. sanctions. After the record fine of $9 billion imposed on BNP Paribas for its dealings with Iran, French banks are staying away from Iran: BNP Paribas’ Chief Financial Officer has demanded clarification (http://www.bloomberg.com/news/articles/2016-05-03/europe-s-banks-haunted-by-u-s-fines-forgo-iran-deals-amid-boom) over conditions for financing Iran-related business.

U.S guidelines for trading with Iran

This clarification came recently from the Obama administration (http://www.reuters.com/article/us-iran-usa-sanctions-idUSKCN12A29Q), after months of complaints from both Iranians and other governments and entities eager to finalise contracts with Iran.  The U.S Treasury’s Office of Foreign Assets Control issued guidelines (https://www.treasury.gov/resource-center/sanctions/Programs/Documents/jcpoa_faqs.pdf) last week, clarifying that non-U.S. banks are indeed allowed to conduct dollar transactions with Iran, with the condition that these transactions do not pass through American financial institutions.

A U.S. Treasury spokeswoman reiterated that the latest guidelines are only “intended to clarify the scope of sanctions lifting” (http://www.reuters.com/article/us-iran-usa-sanctions-idUSKCN12A29Q) rather than providing additional sanctions relief for Iran. The guideline is seen by some as a positive step forward and is a change from the previous stance of Secretary of State John Kerry in April, who encouraged banks to ask for clarity on an individual basis, rather than issuing general guidance.

How Iran has reacted

Iran, however, does not see the new guidance as enough to remove all doubt for the large banks. According to the Iranian Students News Agency (ISNA), Mr Ghazavi of the Economy Ministry stated that the U.S. has not yet resolved the ambiguity for non-U.S. banks to have 100% confidence in creating accounts, or facilitating financing in U.S. dollars for Iranian banks and individuals.

Iran’s concern is, so far, shared by major European banks who are still very reluctant to do business with Iran. It has yet to be seen if the guidance will improve the sentiment among the larger European banks.

For further information on doing business in Iran please contact Jacqueline Faridani on 020 3427 5955 or by email on jaf@prospectadvisory.co.uk

For legal advice on sanctions and their application to trading with Iran please contact Edward de la Billiere on 020 3427 5955 or by email on edlb@prospectlaw.co.uk

Prospect Law and Prospect Advisory provide legal and business consultancy services for clients involved in the infrastructure, energy and financial sectors.

This article remains the copyright property of Prospect Law and Prospect Advisory and neither the article nor any part of it may be published or copied without the prior written permission of the directors of Prospect Law and Prospect Advisory.

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IRAN’S QUEST FOR A CREDIT RATING

Since the lifting of sanctions, Iran has stepped up its efforts to increase economic growth and raise capital for its large-scale projects, and has also been keen to secure a credit rating to facilitate its return to the global debt markets.

To reach its goal for growth, Iran needs to secure billions in foreign investment for the modernisation and rebuilding of its infrastructure. Although some small and medium banks have started operating within Iran, the bigger banks are still reticent after Iran’s 14-year financial isolation.

Obtaining a credit rating from one of the large credit rating agencies will go a long way towards building confidence and facilitating the issuance of debt, which is essential for raising the capital needed for larger infrastructure projects.

To instil confidence in its economy and financial system, Iran has implemented reforms; including anti-money laundering and anti-terrorism policies. Additionally, Iran is successfully working towards lowering inflation. Due to the lifting of sanctions and an overhaul in internal financial policies, the inflation rate has dropped from over 40% in 2013 to less than 8% in 2016. This drop in inflation has also resulted in the interbank lending rate dropping from 30% to 17.5% and a bank deposit rate of 15%, down from 20% just a year ago. The lowering of the deposit rate is aimed at increasing public spending and stimulating economic growth.

Iran’s GDP growth has steadily increased in the past few years from a negative figure of -6.8% in 2012, to +1% in 2015, according to the Minister for Economic Affairs Ali Tayebnia, who hopes that this figure will increase to 5% in 2016 with a long-term forecast of 8%.

Along with a reduction in non-performing loans from 14% to 10% in the past three years, Iran is continuously improving its economy.

The OECD has recently improved Iran’s rating from its lowest rating of 7 to 6, stating that the past downgrades were due to sanctions and not a result of the economic conditions in Iran. According to the IMF, Iran’s last international debt was issued in July 2002. The most recent credit rating for Iran was that of Fitch Ratings, which withdrew its junk B+ sovereign rating in 2008, following the maturity and full repayment of Iran’s last sovereign Eurobond in April 2008. Earlier in 2002, Moody’s also withdrew its B2 rating.

Fitch has recently visited Tehran and has started a review of the Iranian economy and recent reforms in the financial and banking sectors. A Fitch spokesperson has recently confirmed that Fitch is in discussions with Iran but it is still not clear if and when it will issue a rating.

South Korea has already expressed confidence in Iran’s economy by asking Iran to issue bonds in South Korea. With improved economic indicators and one of the lowest debt to production and export ratios in the world, it seems likely that Iran will soon be able to obtain a credit rating enabling it to issue Eurobonds and other debt in international markets, while a ban on dollar trading is still in place.

Prospect Law and Prospect Advisory provide legal and business consultancy services for clients involved in the infrastructure, energy and financial sectors.

This article remains the copyright property of Prospect Law and Prospect Advisory and neither the article nor any part of it may be published or copied without the prior written permission of the directors of Prospect Law and Prospect Advisory.

Dr Jacqueline Faridani has 15 years of international experience in the financial sector, and specialises in risk management, product control and quantitative finance. She has worked for a number of major Canadian, German and French financial institutions including Toronto Dominion Securities and Manulife Financial in Toronto, and WestLB AG and BNP Paribas in London, as well as for the Canadian financial regulator, the Office of the Superintendent of Financial Institutions (OSFI).

For more information please contact us on 020 3427 5955 or by email on: info@prospectadvisory.co.uk.

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IRAN: THE POTENTIAL FOR INCREASED PROSPERITY PART II:

Further to Part I, which introduced the Joint Comprehensive Plan of Action (JCPOA), this blog introduces the pros and cons of the new sanctions regime, and also comments on the need for financial institutions to back potential investors.

Although the JCPOA is intended to pave the way for greater foreign investment in Iran, and many western governments have since encouraged the opportunities, a good deal of trade with Iran remains proscribed, and the complexity of the sanctions rules mean that anyone considering an investment will have to exercise a very considerable amount of care.

EU sanctions relating to oil and gas, banking and shipping have been almost entirely lifted.

Iranian banks will now be allowed to establish themselves throughout the EU. Most significantly, the JCPOA also marks the end of an EU Oil Embargo, which is expected to raise Iranian crude oil exports to half a million barrels a day. This is in turn, putting further downward pressure on international crude prices.

However, the EU will continue to restrict transactions relating to military goods. All member states will be forbidden from investing in any Iranian entities involved in the manufacture of military goods, and any technical or financial services which are implicated in military organisation or trading activities will also remain barred.

The number of Iranian entities and individuals on the US’ list of Specially Designated Nationals (SDN) has been reduced. Whereas the US previously forbid US and non US persons from participating in transactions with over 400 blacklisted individuals and entities, this figure is now around 200.

The Office of Foreign Assets Control (OFAC) has also introduced a regime under which firms will be able to apply for a license to export aircraft for civil aviation, and provisions are being made to allow for the import of Iranian carpets and foods into the US. However, despite these supposedly improving links, US firms will continue to be banned from entering into a Partnership with Iranian companies or setting up physically in Iran.

Where trade is permitted, western banks are likely to remain somewhat reluctant to support investors for the present. Financial Institutions such as HSBC have previously paid multi billion dollar fines arising out of their dealings in various difficult markets; last year BNP Paribas was subject to a penalty from the US totalling nearly $9billion. These fines are no doubt living long in the collective memory of International Banking Institutions, even with a new regime calling the shots in Tehran. To date, Chinese and Indian banks have proved more eager to move into Iran than their Western counterparts.

It would now appear those interested in Investing in Iran have to not only ensure that their line of business is permitted, but also that their bank is willing to support corresponding transactions, whether these be in Western currency or otherwise. This two pronged test can only be satisfied after careful consideration of the sanctions clauses agreed.

Above all, the key will be to build strong relationships, to understand your client and the origins of any business opportunity, and to trace investment or purchase funding to a proven, reliable and recognised source.

This article is not intended to constitute legal advice and Prospect Law and Prospect Energy accepts no responsibility for loss or damage incurred as a result of reliance on its content. Specific legal advice should be taken in relation to any issues or concerns of readers which are raised by this article.

Prospect Law and Prospect Energy provide a unique combination of legal and technical advisory services for clients involved in energy, infrastructure and natural resource projects in the UK and internationally.

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IRAN: THE POTENTIAL FOR INCREASED PROSPERITY?

The Joint Comprehensive Plan of Action (JCPOA), which is the product of years of negotiations between Iran and the International Community, is now in force.

The International Atomic Energy Agency (IAEA) last week confirmed that Iran had started restricting its Nuclear activities in the manner it agreed to last July. Many anticipate that foreign investment in a country which has been paralysed by international sanctions will now restart.

Iran’s potential in Natural Resources is well known. Only Saudi Arabia, Venezuela and Canada are thought to have greater oil reserves. There were previously plans to export Liquid Natural Gas (LNG) to Europe and in light of the country’s warm climate, the possibility of generating considerable amounts of renewable energy has also been acknowledged. Yet for decades much of this has remained untapped potential. It has been estimated that international sanctions have cost Iran $160billion in oil revenue over just 4 years.

Whilst Iran’s energy potential is obvious, this agreement also opens the door to wider investment opportunities. Improvements to Iran’s infrastructure have already been mooted; there have been suggestions that Iran’s smaller airports will need to be modernised in light of Airbus winning the right to supply more then a hundred planes for Iran’s national airline, Iran Air.

However, Iran’s position may remain somewhat precarious for the foreseeable future. As part of the deal, the IAEA, whose findings are fed to the United Nations Security Council, will supervise all of Iran’s nuclear sites. As part of ensuring the country’s Nuclear facilities are being used for peaceful purposes, for 15 years Iran will be obligated to allow the IAEA free access to any site. Any refusal to comply will be scrutinised by a Joint Commission, of which Iran will be a part, and this commission will be free to recommence sanctions with a simple majority.

The JCPOA has been hailed as key to maintaining world peace. The US has argued that reducing Iran’s centrifuges and enriched uranium will prevent construction of a Nuclear bomb in less then a year. However, the extent to which it will increase Iran’s prosperity remains unclear. Investors will still have to be mindful of issues such as inflation, corruption and Saudi Arabia’s increasing tension with Iran if they decide to invest in the Iran. However, the JCPOA certainly seems to have brought an array of unique business opportunities that once seemed impossible.

This is the first of a series of blogs that assesses the impact of the Joint Comprehensive Plan of Action (JCPOA) on future investment in Iran. Later this week we will assess some of the lifted sanctions lifted, before considering the “snap back” provisions of the JCPOA, which could facilitate their reinstatement.

Prospect Law and Prospect Energy provide a unique combination of legal and technical advisory services for clients involved in energy, infrastructure and natural resources projects in the UK and internationally.

Please Note: This blog is not intended to constitute legal advice. We accept no responsibility for loss or damage incurred as a result of reliance on it’s content.

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IRAN, SANCTIONS AND INVESTMENT IN ENERGY PROJECTS

 

The extent of Iran’s energy resources and its potential, both as an oil and gas exporter and in terms of its domestic energy market, with a youthful and fast growing population of nearly 80 million people, has created serious new investor interest further to possible changes to the US led sanctions regime which has held back the country’s economic development in recent decades.

There remains real hope that sanctions may soon be lifted in the light of negotiations concerning Iran’s nuclear power programme. The sense of optimism amongst international investors should be tempered to some extent by US Treasury Department guidance which caveats prospects for any immediate change in the current sanctions regime:

“The parameters announced on April 2, 2015 provide a path for sanctions on Iran to be suspended and eventually terminated in exchange for IAEA verified implementation by Iran of its key nuclear commitments.”

However,

“As of today and until a JCPOA is concluded, other than the sanctions relief provided under the JPOA, all U.S. sanctions remain in place and will continue to be vigorously enforced.

Iran has the second largest oil reserves in the world and is the third largest oil exporter, earning some US$47 Billion annually (i.e. 50% of state revenue) from production totaling 4.2 million barrels per day (640,000 m3). Iran holds some 10.3% of the world’s proven oil reserves. Iran also holds the world’s largest reserves of natural gas (17.9%) and is the third largest consumer of natural gas produced energy after the USA and Russia.

Despite this abundance in terms natural resources, Iran faces major energy challenges. The country recycles only 28% of its used oil and gas. The figure is over 60% in some countries. In 2008 Iran paid some US$84 Billion subsidizing domestic use of oil, gas and electricity and Iran is one of the most energy-intensive countries in the world with per capita energy consumption 15 times that of Japan, 10 times that of the EU and even 2.5 times the Middle Eastern average.

Perhaps these figures help to explain why the Iranian government announced plans in 2010 to construct 2,000 MW of renewable energy capacity in the 5 year period to end 2015 from a baseline of 8,500 MW of hydroelectric and 130 MW of wind capacity. In 2012 US$650 Million was allocated for renewable energy projects from the National Development Fund and in 2014 the government extended its renewables target by announcing the ambition to promote 5,000 MW of new solar and wind projects to end 2018.

The solar industry in Iran grew from 53 MW in 2005 to 67 MW in 2011 and is now supported by the state sponsored Renewable Energy Organisation of Iran (SUNA) which is attached to the country’s Energy Ministry and has an annual budget of US$60 Million. Iran’s total area is around 1600,000 km2 or 1.6×1012 m2; and 90% of the country has enough sun to generate solar power for at least 300 days per year at an average of 2,200 kilowatt-hour of solar radiation per square metre.

Iran has the potential to generate 20 to 30 GW of wind energy, half the total energy consumption needs of the country. However, as of 2012 only 163 turbines had been installed with a combined capacity of 92470 kWh. Power generated by wind and biomass installations is assisted by a feed-in-tariff of around 13 cents/kWh which is operated by the Energy Ministry. Iran also has the potential to become the ninth largest producer of geothermal energy in the world.

Iran has enormous potential as an energy superpower in the making. In future articles we will provide further updates on developments regarding the lifting of trade sanctions as well as specifically energy related stories.

Introduction to Prospect Law and Prospect Energy

Prospect Law is an energy specialist law firm which is based in London and the Midlands of the UK. It is a sister company of Prospect Energy which is a technical consultancy company. The two firms provide advice on energy development projects and energy related litigation concerning fracking, nuclear and renewable energy schemes for clients in the UK and internationally.

 

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For more information, please contact Edmund Robb on 07930 397531, or by email on: er@prospectlaw.co.uk.