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Contract analysis / esg-disclosure-framework-memo.docx
esg-disclosure-framework-memo.docx
High · 1
Medium · 1
Standard · 2
I. Purpose and Executive Summary
Standard
⚑ Commercial term
I. Purpose and Executive Summary A. Purpose This memorandum analyzes the applicable Environmental, Social, and Governance ("ESG") disclosure frameworks and standards relevant to the preparation of the Offering Memorandum (the "OM") for the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") to be issued by Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore") and Dunmore upstream
II. Background on the Issuer and Transaction
Standard
⚑ Commercial term
II. Background on the Issuer and Transaction A. Dunmore Energy Holdings Ltd. — Corporate Overview Dunmore Energy Holdings Ltd. is a Cayman Islands exempted company incorporated under the laws of the Cayman Islands (Registry No. MC-384726), with its registered office c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104. DEH's principal executive offices are located at 14th F
III. Regulatory Landscape: ESG Disclosure for Private Offerings
III. Regulatory Landscape: ESG Disclosure for Private Offerings A. No Direct SEC Registrant Obligations As a threshold matter, DEH is not an SEC reporting company. The Notes are being offered and sold in reliance on the exemptions from registration provided by Rule 144A and Regulation S under the Securities Act, and neither DEH nor DUFC is or will become subject to the periodic reporting requirements of Sections 13 o
IV. Analysis of Applicable ESG Disclosure Frameworks
IV. Analysis of Applicable ESG Disclosure Frameworks This Section provides a detailed analysis of the ESG disclosure frameworks and standards that are potentially applicable to or relevant for the Dunmore OM, together with our recommendation as to the appropriate framework or combination of frameworks to adopt. A. SASB — Oil & Gas Exploration & Production Standard
1. Overview of the SASB Framework
1. Overview of the SASB Framework The Sustainability Accounting Standards Board ("SASB") has developed a set of industry-specific sustainability disclosure standards designed to facilitate the communication of financially material sustainability information between companies and their investors. SASB standards are distinguished from other ESG frameworks by their emphasis on financial materiality, industry specificity
2. Material Topics Under EM-EP
2. Material Topics Under EM-EP The SASB EM-EP standard identifies the following material sustainability topics, each of which is analyzed below in the context of Dunmore's operations and the available Barrisford data: Greenhouse Gas Emissions. The EM-EP standard calls for disclosure of gross global Scope 1 greenhouse gas emissions, emissions intensity metrics, and a discussion of the company's strategy to manage and
3. Recommendation on SASB Alignment
3. Recommendation on SASB Alignment We recommend that the SASB EM-EP standard serve as the primary structuring framework for the standalone ESG section of the OM. The SASB standard provides a well-recognized, investor-grade framework that covers the full range of material sustainability topics for an oil and gas exploration and production company. Dunmore should disclose quantitative metrics aligned with the EM-EP st
1. Overview of the TCFD Framework
1. Overview of the TCFD Framework The Task Force on Climate-Related Financial Disclosures ("TCFD") was established by the Financial Stability Board in 2015 and published its final recommendations in 2017. The TCFD recommendations are organized around four thematic pillars: (a) Governance: The organization's governance around climate-related risks and opportunities, including board-level oversight and management's rol
2. Applicability to Dunmore
2. Applicability to Dunmore Each of the four TCFD pillars has relevance to Dunmore's ESG disclosure in the OM, although the depth of disclosure warranted under each pillar varies: Governance. The TCFD Governance pillar calls for disclosure of the board's oversight of climate-related risks and opportunities and the role of management in assessing and managing those risks. Dunmore has a strong governance narrative to p
3. Recommendation on TCFD Alignment
3. Recommendation on TCFD Alignment We recommend partial TCFD alignment in the OM, focused primarily on the Governance and Metrics and Targets pillars. The Governance pillar should be addressed in the standalone ESG section of the OM through a description of board-level and management-level ESG oversight. The Metrics and Targets pillar should be addressed in the standalone ESG section through the disclosure of quanti
1. Overview. The International Sustainability Standards Board ("ISSB"), a standard-settin
1. Overview. The International Sustainability Standards Board ("ISSB"), a standard-setting body established under the IFRS Foundation, issued two inaugural sustainability disclosure standards in June 2023: IFRS S1, General Requirements for Disclosure of Sustainability-related Financial Information, and IFRS S2, Climate-related Disclosures. These standards became effective for annual reporting periods beginning on or
2. Applicability Analysis
Medium
⚑ Liability cap to check against exposure
2. Applicability Analysis The ISSB standards are not mandatory in any jurisdiction relevant to Dunmore's Offering or operations as of the date of this memorandum: • Cayman Islands: DEH's jurisdiction of incorporation. The Cayman Islands Monetary Authority ("CIMA") has not adopted or endorsed the ISSB standards, and there is no indication that mandatory adoption is imminent. • Nigeria: Nigeria has not adopted the ISSB
3. Recommendation. We do not recommend structuring the OM's ESG disclosure around full IS
3. Recommendation. We do not recommend structuring the OM's ESG disclosure around full ISSB compliance. The ISSB standards are not mandatory in any relevant jurisdiction, and a claim of full compliance would impose significant data and disclosure requirements that are not warranted for a 144A high-yield offering. Instead, we recommend that the OM selectively reference ISSB-aligned metrics where those metrics overlap
1. GRI (Global Reporting Initiative)
1. GRI (Global Reporting Initiative) The Global Reporting Initiative ("GRI") Standards are a widely used set of sustainability reporting standards that take a multi-stakeholder approach to materiality — that is, GRI Standards are designed to address the information needs not only of investors and creditors, but also of employees, communities, regulators, and other stakeholders. The GRI framework is comprehensive and
2. UN Sustainable Development Goals (SDGs)
2. UN Sustainable Development Goals (SDGs) The United Nations Sustainable Development Goals are a set of 17 broad aspirational goals adopted by the UN General Assembly in 2015, covering topics ranging from poverty and hunger to climate action, clean energy, and responsible production and consumption. The SDGs are widely recognized and provide a common language for discussing sustainability challenges and priorities.
3. Equator Principles / IFC Performance Standards
3. Equator Principles / IFC Performance Standards The Equator Principles are a risk management framework adopted by financial institutions for determining, assessing, and managing environmental and social risk in project finance transactions. The IFC Performance Standards on Environmental and Social Sustainability provide a set of standards for managing environmental and social risks in private sector investments in
V. Recommended Disclosure Scope for the Offering Memorandum
V. Recommended Disclosure Scope for the Offering Memorandum A. Standalone "Environmental and Social Responsibility" Section
1. Recommended Structure
1. Recommended Structure We recommend that the OM include a standalone chapter titled "Environmental and Social Responsibility" (or, alternatively, "Environmental, Social, and Governance Matters"), positioned in the OM after the "Business" section and before the "Description of Notes" section. This placement is consistent with market practice for recent 144A high-yield E&P offerings and ensures that the ESG disclosur
2. Data Source Verification
2. Data Source Verification All quantitative data included in the OM ESG section must be rigorously verified as part of the OM fact-checking and backup process. Specifically: • All quantitative ESG data points to be included in the OM should be cross-referenced against the Barrisford Advisory Group LLC ESG data package, with each data point traced to a specific source document or dataset within the Barrisford deliver
1. Two Standalone ESG Risk Factors Recommended
1. Two Standalone ESG Risk Factors Recommended Based on our analysis, we recommend the inclusion of two standalone ESG-related risk factors in the OM, in addition to the integration of ESG-adjacent risks into other risk factors as described in Section V.B.2 below: (a) Sanctions, OFAC, and Anti-Corruption Risk Factor. This risk factor should address Dunmore's exposure to sanctions risk arising from its operations in N
2. Integration with Other Risk Factors
High
⚑ Penalty / liquidated damages
2. Integration with Other Risk Factors In addition to the two standalone ESG risk factors, ESG-adjacent risks should be integrated into other risk factors in the OM as appropriate: • Operational risk factors should incorporate disclosure of environmental liabilities (including potential remediation costs, fines, and penalties for environmental violations), regulatory compliance risks across multiple jurisdictions, an