This month we talk to E&R Partner Rory Moriarty and focus on
a couple of recent transactions and developments in the E&R
CU: Rory, there is no shortage of commentators
speculating on the once and future attractiveness of Australian
coal for foreign investors. Obviously, there is a great deal of
uncertainty at this time but would you care to comment on any
underlying trends we are seeing separate to the events in
"In terms of acquisitions, it's no secret that foreign
investment in Australian coal is feeding our coal hungry neighbours
and it is those countries that are driving considerable
transactional activity around the country.
"It's almost a cliché to talk about China, with
more than 50 announced transactions in the past five years
totalling well over A$50 billion, depending how you cut it. The
reasons for this are well documented and certainly we have every
expectation of this continuing for at least the next couple of
"India is also clearly a strong emerging force with growth
prospects considerable and a continuing stream of interest in
Australian coal (Adani Group's purchase of Linc's Galilee
Coal Galilee Basin tenement and India Gurjarat NRE Coking
Coal's NSW mine expansion are just a couple of recent
"We are particularly interested in Vietnam, Malaysia and
Thailand of late and we expect to see one or more of these
jurisdictions stealing some headlines from China in the coming
year. Thailand's Banpu has already done so in recent times with
its Centennial bid. Japan and South Korea remain massive coal
export markets for Australia and it would be foolish to discount
further major acquisitions (though perhaps not with the growth
curve of China and the growth potential of the aforementioned SEA
CU: Rory, you recently advised Hong Kong based
Noble Group on a number of Australian transactions, most recently,
its acquisition of a stake in Aston Resources and the long-term
coal off-take agreement from Aston's Maules Creek mine but
prior to that, the sale of its interest in the Middlemount Joint
Venture to Gloucester Coal Limited, and its earlier takeover bid
for Gloucester which our readers will remember followed on from
some ground-breaking proceedings before the Takeovers Panel. As a
lawyer, are you seeing a difference in the way these deals are
"Well, I don't think the fundamentals are much changed
but with sophisticated buyers we are seeing some appetite for
complexity to ensure the right outcome. On the Noble/Middlemount
deal, for example, we had the interaction of a live takeover bid,
together with a large entitlement offer and a related party
transaction. This required a significant amount of strategic legal
advice and the three separate elements made negotiations very
CU: Finally, Rory, on a more personal note, you
are a younger partner of Clayton Utz. Can you tell us what drew you
to the Energy & Resources sector in the first place?
"I gained broad experience as a corporate/M&A
lawyer working across sectors fairly agnostically. Early on I had
the opportunity to advise on a few E&R transactions which gave
me some deeper exposure to the sector. I found it both challenging
and rewarding to be able to dig in on both the operational and
transactional work. It gave me greater insight into the
company's needs and to see the life cycle unfolding over time.
It helps me understand their business and it helps them knowing
that we are also safeguarding their corporate memory and can
pre-empt challenges and opportunities as soon as they appear on the
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