Executive Summary – Midgard Oil & Gas LLC FZC Tank Farm ...€¦ · Executive Summary – Midgard...

Executive Summary – Midgard Oil & Gas LLC FZCTank Farm & Waste Oil Refinery Project in Fujairah (UAE)

STRICTLY CONFIDENTIAL

May 2019, Rev. 2.0

2May 2019MIDGARD Holdings Ltd. / MIDGARD Oil & Gas LLC FZC STRICTLY CONFIDENTIAL

Starting Position & ObjectiveFujairah Tank Farm & Refinery Project

Starting Point• MIDGARD Holdings Ltd., a company incorporated under

the laws of Mauritius (Reg.No.: 115750, FSC License No.: C213020001) is the applicant for the funding of the projects in Fujairah (UAE).

• In order to be in accordance to the laws of Fujairah, two companies have been incorporated in the Freeport of Fujairah, namely MIDGARD Oil Hub LLC FZC (Reg. No. 19-FZC-1912 – License No. 4133) – Petroleum Trading Company - and MIDGARD Oil & Gas LLC FZC (Reg. No. 19-FZC-1918 – License No. 4139) – Tank Farm and Refinery operator.

• An account has been opened with Abu Dhabi Islamic Bank (ADIB), branch of Fujairah (UAE) as per request of the funder.

• All above mentioned MIDGARD entities are free of any loans and up to now have been fully funded by its shareholders.

Objective• As Fujairah is geopolitically the perfect location

(supply side and access to markets) to construct and operate a tank farm & waste oil refinery, that´s why MIDGARD Holdings Ltd. intends to establish this project in Fujairah (UAE).

• A plot of land has been identified and reserved for MIDGARD Oil & Gas LLC FZC with the extent of 106,737.2 m² for the construction and operation of a tank farm storage facility and a waste oil refinery (phase 1). In direct neighborhood another 50. – 60.000 m² can be added in a phase 2 for the extension with further crude oil storage tanks.

• HH Sheikh Saif Hamad Saif Alsharqi is the local sponsor of MIDGARD Oil & Gas LLC FZC and has promised full support on grounds of Fujairah (UAE).

• A brief synopsis on the key parameters of project is shown on the following pages (Executive Summary).


Fujairah is the perfect LocationFujairah is the basis for MIDGARD Oil & Gas LLC FZC

Why Fujairah?

Fujairah is the best location for MIDGARD Oil & Gas LLC FZC and MIDGARD Oil Hub LLC FZC as itserves the elements for successful trading operations:• geopolitical location with short

distances to the oil producers• Fujairah is the world´s #2

bunkering hub• Fujairah is a tax free zone


• Fujairah is the best location for MIDGARD Oil & Gas LLC FZC as it serves the elements for successful trading operations (bunkering 1) and waste oil 2) refining supports the trading operations in best way):- geopolitical location with short distances to the oil producers- Fujairah is the world´s #2 largest bunkering hub (#1 Singapore, #3 Rotterdam)

with more than 12 million m³ of bunkering capacities (+ petrochemcial storage)- Fujairah is a tax free zone- excellent market opportunities

(domestic markets in UAE + huge demand from African and Asian countries)- by 2020 a new loading terminal facility shall be taken into operation, which raises

potential for bunkering + waste oil refining• We identified and reserved a plot of 106,737.2 m², which will be leased to

MIDGARD Oil & Gas LLC FZC, the according licenses have already been issued by the Fujairah authorities for the construction and future operation of a tank farm as well as a waste oil refinery:- tank farm for various petroleum products with approx. 400,000 m³ storage capacity (phase 1) + additional tanks with

approx. 434,000 m³ for crude oil (phase 2) incl. infrastructure (office, piping, pump station, power + water suppl, matrix, etc.)- waste oil refinery with approx. 250,000 m/t refining capacity as integral part of the entire project area

1) See scheme of bunkering process.

2) “Waste oil” is defined as any petroleum-based or synthetic oil that, through contamination, has become unsuitable for its original purpose due to the presence of impurities or loss of original properties. Any oil contaminated with hazardous waste may itself be a hazardous waste, and if so, must be managed subject to hazardous waste management standards. Both used oil and waste oil require proper recycling or disposal to avoid creating an environmental problem.

Background Information on project parametersFujairah (UAE) is the perfect location

1) bunkering process


Fujairah Oil Industry Zone (FOIZ)Overview on Location


Shareholding StructureOverview on Group of Companies

D.I. Vermögensverwaltungs- und Beteiligungs GmbHManaging Partner: Oliver A. Dittmar

Registration No. HRB 215 240GERMANY

MIDGARD Holdings Ltd.CEO:

Thierry M.F.G. CATHERINERegistration No. 115750

FSC License No.: C213020001MAURITIUS

MIDGARD Oil Hub LLC FZCThierry M.F.G. CATHERINE

Obaid ALYAMMAHIRegistration No. 19-FZC-1912

License No. 4133FUJAIRAH (UAE)

100%

THE BORROWER

TRADING & MANAGEMENT

MIDGARD OIL & GAS LLC FZCThierry M.F.G. CATHERINE

HH Sheikh Saif Hamad Saif Al SharqiRegistration No. 19-FZC-1918

License No. 4139FUJAIRAH (UAE)

TANK FARM & REFINERY OPERATIONS

90%

90%


License and Certificate of IncorporationMIDGARD Oil & Gas LLC FZC

Mr. Thierry M.F.G. Catherine holds presently 90% of the shares for and on behalf of MIDGARD Holdings Ltd. (Mauritius), 10% are held by a local sponsor (HH Sheikh Saif Hamad Saif Alsharqi)


MIDGARD Oil & Gas LLC FZCShare Certificate


MIDGARD Oil & Gas LLC FZCArticles of Incorporation (8 pages)


Bank Account with Abu Dhabi Islamic BankMIDGARD Oil Hub LLC FZC

Upon request an account has been opened with Abu Dhabi Islamic Bank (ADIB) branch in Fujairah (UAE). MIDGARD Holdings Ltd. (Mauritius) would be the borrower of funds, but due to according funding agreements between the holding company (MIDGARD Holdings Ltd.) and the daughter companies (MIDGARD OIL HUB LLC FZC + MIDGARD OIL & GAS LLC FZC) the transfer could be made directly to the accounts of the daughter companies.

Beneficiary Name: MIDGARD OIL HUB LLC FZC

AED current account : 18927469 IBAN : AE980500000000018927469 USD current account : 18927470 IBAN : AE710500000000018927470

Mr. Thierry M.F.G. Catherine, CEO of MIDGARD OIL HUB LLC FZC, is signatory to the account.

The application for the account of MIDGARD OIL & GAS LLC FZC has been delayed due to Ramadan, but the account opening shall be completed within June 2019.


• UAE is the best location for MIDAGRD Oil Hub LLC FZC as it serves the elements for successful trading operations (bunkering and waste oil refining supports the trading operations in best way):- geopolitical location with short distances to the oil producers- Fujairah is the world´s #2 largest bunkering hub (#1 Singapore, #3 Rotterdam)

with more than 12 million m³ of bunkering capacities (+ petrochemcial storage)- Fujairah is a tax free zone- excellent market opportunities

(domestic markets in UAE / Middle East + huge demand from African and Asian countries)- International Banking Structures

• Aside from crude oil the petroleum products traded are Gasoline, Gasoil, Fuel Oil, Bitumen• Potential partners/stakeholders for trades are as follows:

- Suppliers / Sellers (National Oil Corporations, Refineries, etc.), such as ADNOC, SOMO, Saudi Aramco- Exit buyers (Governments, Traders, Refineries, Endusers, etc.), target market Asia - including China and Japan - and Africa

(governmental oil corporations) Africa, local supply to companies like GPS Chemoil, Mabanaft, Aegean, ILFS- Network partners (other traders like Trafigura, AOT Energy. bankers, etc.)

• the BC model is based on assumptions for quantities, margins and growth.

Background InformationUAE is the perfect location for such project


Key Parameters on Bunkering CapacityTank Farm with approx. 834,000 m³

Tank Farm B2 with a total bunkering capacity for Gas Oil at approx.120,000 m³2 tanks á 40,000 m³ 2 tanks á 15,000 m³2 tanks á 5,000 m³

Tank Farm B1 with a total bunkering capacity for Fuel Oil at approx. 210,000 m³4 tanks á 40,000 m³ 2 tanks á 20,000 m³2 tanks á 5,000 m³

Tank Farm B3 with a total bunkering capacity for Gasoline at approx. 60,000 m³ 2 tanks á 25,000 m³2 tanks á 5,000 m³

Tank Farm B4 with a total bunkering capacity for Base Oil at approx. 10,000 m³ 1 tank á 5,000 m³5 tanks á 1,000 m³

Tank Farm Q with a total bunkering capacity for Crude Oil at approx. 434,000 m³ 8 tanks á 50,000 m³2 tanks á 17,000 m³

PHAS

E 1

PHAS

E 2


Layout of Tank Farm & Waste Oil Refinery – Phase 1 + 2Tank Farm Project


Key Parameters of Tank Farm ProjectCAPEX +/- US$ 176 million

size of plot integral plot of total area of 76,957.34 m² (phase 1) + approx. 55.000 m² (phase 2)

storage capacity ~ 400,000 m³ for different products (phase 1) and ~ 434,000 m³ for crude oil (phase 2)

additional required infrastructure office facilities, piping, pump station, port matrix access, power + water supplies, etc.

no. of staff for operation ~ 90 persons

CAPEX for tanks ~ US$ 121,000,000.00 for 834,000 m³ storage

CAPEX for infrastructure ~ US$ 45,000,000.00

CAPEX for connection pipeline to port matrix (~ 2.7 km) ~ US$ 10,000,000.00

CAPEX total ~ US$ 176,000,000.00

OPEX annual rent (term 25 years with right of prolongation) ~ US$ 1,850,000.00 (AED 50.00 or US$ 14.00 / m² p.a.)

OPEX staff p.a. (~ 90 persons + overhead costs) ~ US$ 3,500,000.00

OPEX sponsor fee + others p.a. *) ~ US$ 2.000,000.00

Storage Revenues p.a. ~ US$ 35 - 40.000,000.00

Key Parameters of Tank Farm Project

$

*) more detailed numbers are shown in operational forecast / business case model


STU-process by Eng. Eduard BuzetkiConversion of used mineral oil (UMO)

• Used mineral oils (UMO) represent an extremely complex and gradually changing material containing an exceptionally wide spectrum of ingredients which are currently not fully classified.

• UMO are always formed where mineral oils are used as lubricants in machines, engines, vehicles, etc. They are formed also at manipulation with storage tanks, containers and oil-involving systems such as transformers, hydraulic equipment, etc. Their secure collection and at the same time their strict separation by the oil type are an important starting point to prevent their undesirable environmental impact. Used oils processing is desirable and necessary at the time being.

• While a content of crude oil components exploitable for lubrication purposes (5–7 %) is rather low, their content in UMO ranges from 70 to 90 %. In addition, UMO are a domestic raw material.

Fig.: Scheme of STU-process Fig.: Sample draft complex of waste oil refinery


Key Parameters of Waste Oil Refinery Project

CAPEX of +/- US$ 124 million for the Waste Oil Refinery

size of plot integral plot of 29,779.86 m²

refining capacity ~ 250,000 m/t per year (base oil for lubricants + gasoil for bunkering)

additional required infrastructure sharing facilities with tank farm (producing storages, piping, matrix, power + water, etc.)

no. of staff for operation ~ 50 persons

CAPEX for refinery ~ US$ 124,000,000.00 for 250,000 m/t capacity

CAPEX for infrastructure partially already included in tank farm calculation

CAPEX for connection pipeline to port matrix (~ 2.7 km) partially already included in tank farm calculation

CAPEX total ~ US$ 124,000,000.00

OPEX annual rent (term 25 years with right of prolongation) ~ US$ 417,000.00 (AED 50.00 or US$ 14.00 / m² p.a.)

OPEX staff p.a. (~ 50 persons + overhead costs) ~ US$ 1,500,000.00

OPEX sponsor fee + others p.a. *) ~ US$ 1.000,000.00 (partially already included in tank farm calculation)

Refining fee income ~ US$ 31.250,000.00 (US$ 125.00 per m/t x 250,000 m/t)

Key Parameters of Waste Oil Refinery Project

$

*) fees for financing + Zakat are to be added and will be shown in detailed business case model


• The core technique of the tank farm and waste oil refinery facilities shall be supplied by MUC OG or European/German companies. As there will be a tender, the final executing companies for the construction cannot be named yet at this stage.

• The project management team can be recruited on short notice. • The overall project management could be undertaken by Eng. Nadim Aldach (partner of combine Consulting, the German-

based consulting company of Oliver A. Dittmar), who is an experienced project manager, especially for technical issues.• We would consider to use local companies as EPC (Engineering, Procurement, Construction) contractor, such MUC OG –

https://www.mucog.com , who have also a branch in Fujairah and access to all local authorities, which is of great importance for permissions and execution in a timely manner.

• Upon request an internationally recognized project management company (PMC) could be involved, such as i.e.- www.arcadis.com (a Dutch based international PMC managing big infrastructure projects)- www.dreso.com (a German based international PMC managing big infrastructure projects)- www.turnerandtownsend.com (a UK based international PMC managing big infrastructure projects)

• There will be a Steering Committee (SC) to which the project lead (commercial & technical PL) has to report to. Upon request a member of the financier shall become a SC member and will get status reports (quality, time, budget, etc.) on the project on a regular basis.

• The according qualified personnel will be recruited locally and internationally in due time.

Additional Information on Key PersonnelProfessional Set-up for Project


Draft Project OrganizationProfessional Set-up for Project

Steering CommitteeMidgard Holdings Ltd. (CT/OD)Midgard Oil & Gas LLC FZC (CT)

PMCProject Lead

Commercial Project Lead Technical Project Lead

Infrastructure Facilities Waste Oil RefineryTank Farm

EPC EPCEPC

…


Date of Birth: 21.12.1962 in MauritiusNationality: Mauritian

Mr. Thierry M.F.G. Catherine has a vast experience with reputable overseas companies in the oil and gas sectoras well as financial services. Mr. Catherine has through a JV agreement with Hybrid Innovation GmbH, is the International Marketing Manager especially dealing with top Russian Companies in the Oil and Gas sector.We hold various letters of reference from recognized international oil and gas players, attesting his capabilities as CEO of Midgard Holdings .Mr. Catherine is also involved in the humanitarian actions through RAUN – Royal Academy of the United Nations and as President of the Chamber Inter Commerce of the Royal Academy of the United Nations - CICRAUN.Mr. Catherine is also the Vice President for special projects - http://rcrcommodities.com/?page_id=1019 - of Recycled Refuse International Ltd of UK – https://www.rcrcommodities.com, a waste to Energy company. Conversion of all types of waste to Electricity and Ethanol production.

Key PersonnelThierry M.F.G Catherine


Date of Birth: 07.09.1965 in MunichNationality: German

University1982 – 1987 Study of Economy at the Ludwig-Maximilians-University of Munich, Germany,

degree Master of Business & Administration (MBO)Profession1998: Founder of macon, a management consultancy company2000: Founder of PHOENIX OEL AG, an Oil & Gas company, mainly focusing on upstream E&P projects. PHOENIX was

staffed by former top executives of major oil companies, such as Mr. Alain Bessiére, Jean-Michel Fonck, Dr. Hans KindPHOENIX OEL AG has signed a PSA in August 2001 for exploration and production of petroleum in the Democratic People´s Republic of Korea. Due to the political situation PHOENIX did decide not to proceed with the project for the time being. PHOENIX was working on the acquisition of petroleum assets in North Africa by renegotiation of an EPSA. PHOENIX has signed a JV agreement with ESSAR E&P Ltd. (part of ESSAR Group India) in 2007.

2015: Founder of combine Consulting, which forms the merger of two reputable German players within the Corporate Real Estate consultancy (www.combine–consulting.com)

Key PersonnelMBO Oliver A. Dittmar


Date of Birth: 04.05.1975 in KoblenzNationality: German

University1995 – 2000 Study of Engineering at the Ruhr-University Bochum, Germany,

degree Master of Engineering (M. Eng.)Profession2000 - 2008: consultant for macon, a management consultancy company2008 - 2011: Project Manager for national and international projects for FUCHS Gewürze GmbH (World of Spices)2012 until now: Equity Partner of combine Consulting (since 2015), which forms the merger of two reputable German players

within the Corporate Real Estate consultancy (www.combine–consulting.com)Overview 18+ years’ experience in international consultancy of major corporate real estate projects, such as construction of Headquarters for international groups (ABB Switzerland AG in Zurich, Tamedia AG in Zurich, Alstom in Baden/Switzerland). Responsible project lead for development of offices + production facilities for FUCHS Gewürze (World of Spices) in Germany and Romania.Member of Management Team of international real estate consultancy, responsible for processes & ICT (CIO).

Key PersonnelM. Eng. Nadim Aldach


Date of Birth: 29.10.1959 Nationality: Austrian

University1974 – 1980 Mechanical Engineering, Höhere Technische Bundeslehranstalt Eisenstadt, Austria 1992 – 1997 Dipl. Ing. Physical Chemistry, Univerzita Priština, Physical Chemistry, Kosovo

Chemical thermodynamics, electrochemistry, chemical kinetics, material structure, colloid Profession1981 – 1983: Designer and project leader Babcock AG, Austria1983 – 1984: Head of construction Dr. Bell GmbH1985 - 1986: Technical manager Research Center

Seibersdorf, Austria 1986 – 1988: Business leader Schneeberger, Austria 1988 - 1999: Confidential clerk Howorka Gesselschaft

fűr Umwelttechnik, GmbH, Austria 1999 – 2001 Technical Supervision B&R AG, Germany2001 – 2003 Technical consultant Ferrobrixx, AG, Germany 2003 – 2005 Expert consultant Silver Cay AG, Switzerland 2005 –2006 Expert consultant Energy Biodiesel, GmbH., Austria

Key PersonnelMaster Eng. Eduard Stefan Buzetzki

since 2004 Expert consultant ISOMAG, GmbH, Austria 2006 – 2010 CEO Technical Solution, Slovakia since 2008 Researcher Slovak Technical University in

Bratislava, Slovakia since 2010 CEO Technical Consulting, s.r.o 2011 – 2013 Manager WORLD TECHNICAL SOLUTION KFT.,

Hungary since 2013 CEO, SEITS, s.r.o., Slovakia since 2016 Sales manager Montitec GmbH, Austria


Date of Birth: 16.03.1955 in Linz Nationality: Austrian

University1980 Master degree of Economics at University of Vienna (Magister rer.soz.oec. )Profession1980 – 1988: Shipping & Operations Manager, OMV Vienna 1988 – 1991: Trader, Crude Oil Supply 1991 – 2002: Trading Manager, Crude Oil Supply & Trading 2002 – 2004: Head of Feedstock Supply 2003 – 2004: Project Lead, “Biofuels” 2005 – 2008: Director Crude & Feedstock Supply; PETROM Bucharest 2008 – 2009: Sales Manager Oil Products (International Oil Companies)2009: Project Lead, „Romanian Crude Logistics“ 2010: Project Manager, „Crude Strategy OMV“ 2011 – 2014: Head of Crude Management, OMV Vienna2014 – 2017: Senior Group Expert, Refining & Petrochemical

Key PersonnelMag. Erwin Mahr


Indicative Project ScheduleOperation of Tank Farm + Refinery - 2021

2019 2020 2021

II III IV I II III IV I II III IV

TANK FARMproject set-upapplication for permissiontendering process, engineeringconstruction phase (phase 1 + 2)claim mgmt. / taking into operationstart operation (phase 1)

WASTE OIL REFINERYproject set-upapplication for permissiontendering process, engineeringconstruction phaseclaim mgmt. / taking into operationstart operation

building permit

completion of first 100,000 m³

building permit


• Following meetings held with various Fujairah authorities, we identified and reserved a plot of land with the extent of 106,737.2 m² for a 3 months period in order to complete the fund structuring and signing of lease agreement with the owner.

• The total funding volume required for the entire project (tank farm phase 1 + 2 & waste oil refinery) would accumulate up to approx. US$ 300 million considering a moratorium period of 3 years based on a total project term of 15 years until complete refunding of initial loan.

• A detailed personal presentation on the project will be held in Manamah (Kingdom of Bahrain) disclosing further technical and commercial details (with a detailed business plan model including all fees for financing + Zakat, etc.).

• Subject to successful fund raizing the project acquisition could be closed within Q3 / 2019.

Next StepsSecuring of Project in Q3/2019


Some of International Network in the Petroleum IndustryReference Letters (1/2)


Proof of International NetworkReference Letters (2/2)


Proof of International NetworkJV Partners


Contact CoordinatesThank you for your kind consideration!

MIDGARD Oil & Gas LLC FZC

Inc./Registration No.: 19-FZC-1918License No.: 4139 Offices: Office No. 5, Block B, P.O. Box 50992Fujairah Freeport Zone – Phase II Thierry M.F.G. CATHERINE (CEO)Mobile UAE: +971 528052362Mobile UAE: +971 554835380 Mobile Mauritius: +230 52567066 Skype: icitradeeMail: [email protected]

Executive Summary – Midgard Oil & Gas LLC FZCTank Farm & Waste Oil Refinery Project in Fujairah (UAE)

BACK-UP

May 2019, Rev. 2.0


• strategic location• all oil terminals connected via 2 matrix manifolds to all existing and future berths• FOTT can accommodate 1 Handymax, 2 Aframax, 6 Suezmax and 1 stone VLCC simultaneously• under construction 2 additional barge jetties• expansion space for 11 more berths and 1 additional VLCC berth

Background Information on Port FacilitiesGlobal Infrastructure Facilities in Fujairah (UAE)


• One (1) VLCC berth with 22.6 meters draft restriction• DWT up to 320,000 m/tons• LOA up to 340 meters• Width up to 60 meters• 4 x 20” Marine Loading Arms• ship pump discharge pressure (minimum) 7 barge@ 12,000 cbm/hr• connected via MM2 to all berths and all terminals

Background Information on Port FacilitiesGlobal Infrastructure Facilities in Fujairah (UAE)

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