Transaction Advisors appointed
Appointment of Transaction Advisers
Nigerian Ports Authority
The terminal was concessioned to ensure increased efficiency of port operations, decrease the cost of port services to port users, and boost economic activities and accelerate development, among others. It is expected that the concession will bring about improvements to the leased properties, as further described in the development plan handed over to the terminal operators during contract execution.
Lease of breakbulk Cargo Terminal E at the Apapa Port Complex and certain immovable property affixed to the premises, and making certain improvements to the lease property, as further described in the development plan.
During the concession term, the lessee is expected to utilize the fixed assets and such other assets to be added to the lease property for: 1. handling and delivery services for the cargoes, including without limitation stevedoring, loading and unloading of vessels, transporting, sorting, storage, and procurement, operation, and maintenance of equipment for the foregoing; and 2. repair and maintenance of the fixed assets. Other services: 1. warehousing, stuffing and stripping/unstuffing, cleaning and fumigating, and consolidation, and procurement, operation, and maintenance of equipment for the foregoing; 2. ship-to-shore handling of supplies for vessels; 3. oversized cargo handling services; 4. terminal handling; 5. inland depot transfers; and 6. all other activities necessary to conduct operations.
A landlord model was selected to ensure that the government retains the right to supervise daily operations at the ports. The model further prescribes certain obligations that must be carried out by the lessor, such as maintenance, repairs, renewals, and replacements of the quay wall and navigational aids on the premises during the concession time. The lessor is also expected to provide certain utilities and facilities to enhance port operations. Such utilities/facilities include electricity power, water supply, tug boats, and repairs and maintenance of access/common user roads.
Done in 2005 before the port concessions. Over time, the Infrastructure Concession Regulatory Commission has also made efforts to meet with stakeholders to the ports during its periodic monitoring visits. These stakeholders include public sector officials, National Assembly members, terminal operators, and port users.
SUMMARY OF STAKEHOLDER ENGAGEMENT ON THE REVIEW OF PORT CONCESSION CONTRACTS
The Commission in May, 2015 recommended the review of the port concession contracts signed by the Nigerian Ports Authority (NPA) in 2005/2006 with Port Terminal Operators in Apapa, Tin-Can Island (Western Ports), Onne, Port-Harcourt, Warri and Calabar Ports (Eastern Ports). The NPA on 2nd March, 2017 informed the Commission that it has initiated the review of the port concession contracts with terminal operators.
The Nigerian Ports Authority set up an Inter- Agency Committee which was inaugurated on 16th May, 2017 following mutual agreement by the parties to review the contracts with the aim of improving on the Management of the port terminals.
The ICRC was nominated as a member of the Committee among other stakeholders (The Federal Ministry of Justice, Bureau of Public Enterprises (BPE) and Federal Ministry of Transportation). Several meetings and interactive sessions were held by the Committee to review the contacts under three thematic areas of – Legal Issues, Administrative Issues and Operational Issues in the contract. The Committee visited all the port terminals in the Eastern and Western parts of the country between 12TH – 15TH December 2017 to carry out an on-the-spot assessment of the terminals and engaged with the operators on the contract review.
The Committee received technical support from the World Bank through its Consultants - (MBTS) which assisted the Inter-Agency Committee on the review exercise.
The parties met and negotiated the contract clauses reviewed and other essential issues which were considered during the review exercise. A draft supplemental agreement was prepared by NPA and sent to the Federal Ministry of Justice and the ICRC for review. The ICRC concluded its review of the supplemental contracts in May, 2020 and forwarded its views to NPA for consideration. Some of the issues considered during the review exercise were:
One-pager prepared by the ICRC, attached.
Appointment of Transaction Advisers
Advertising for Expression of Interest
Bid submission by propective investors
Pursuant to the NCP approval, BPE on 27th Janaury, 2005, invited bids from Dangote for a right to enter into an agreements with the Lessor to lease the real property in the Apapa terminal E.
Dangote submitted its bids and following an evaluation process conducted by the BPE, the project was awarded to Dangote.
Execution of the Concession Agreement
Commencement of operation after fulfilling initial financial obligations
Commenced Implementation of Development Plan
Expiry of contract agreement after 25 years of operations
REDACTED PPP AGREEMENT
|Type of risk||Description||Allocation||Mitigation|
|Pre-construction risk||Risk associated with project preparation/Permit and approval risk||Public Sector|
|Construction / Completion||Construction and Renovation of Terminal structures||Private Sector|
|Cost risk||Cost Overrun||Private Sector|
|Refinancing risk||Financial Close/Debt servicing/interest repayment||Private Sector|
|Risk related to change in law, taxes, scope, technical standards, regulatory framework||Project scope, laws, environment, government policies||Public Sector|
|Exchange rate risk||Fluctuation in country's exchange rate/devaluation/global impact||Public and Private Sectors|
|Operating risk||Competition, workers action, etc||Private Sector|
|Land Leases, Asset Transfers||
Terminal leased out to the operator
Obligation to provide certain services like dredging of the channels and provision of operational facilities.
Revenue from throughput shared between the parties on a specified percentage
|Events of Default||Brief description||Termination Payments||Documents|
|Insolvency||Immediate termination notice||Pay to the Lessor any and all actual costs, expenses, charges, and/or penalties incurred or sustained by the Lessor as a consequence of such termination|
|Performance Failure||Fails to perform the Operations for 14 consecutive days in an operating year or 60 non consecutive days in a non operating year.||Pay to the Lessor any and all actual costs, expenses, charges, and/or penalties incurred or sustained by the Lessor as a consequence of such termination|
|Events of Default||Brief description of events of default||Termination Payments||Documents|
|Government Action||Lease property (in whole or in part) is expropriated compulsorily acquired or nationalized by a Government Agency.||Pay to the Lessee any and all actual costs, expenses, charges, and/or penalties incurred or sustained by the Lessee as a consequence of such termination|
|Government Action||Lessor event of default in the first perating year||Refund of commencement fee, all construction/develoment cost incurred by Lessee|
|Dry Bulk Cargo Import (-)||2580000||0||2838000||0||3121800||0||3433980||0|
|Liquid Bulk Cargo (-)||150000||0||180000||0||216000||0||259200||0|
|Breakbulk Cargo (-)||180000||0||216000||0||259200||0||311040||0|
|TEUS 40' (-)||200||0||202||0||204||0||206||0|
|TEUS 20' (-)||600||0||720||0||727||0||734||0|
|Dry Bulk Cargo Import (-)||3536999||0||3643109||0||3752403||0||3864975||0|
|Liquid Bulk Cargo (-)||311040||0||342144||0||352408||0||362981||0|
|Breakbulk Cargo (-)||373248||0||410573||0||422890||0||435577||0|
|TEUS 40' (-)||208||0||210||0||212||0||214||0|
|TEUS 20' (-)||742||0||749||0||757||0||764||0|
|Dry Bulk Cargo Import (-)||3980924||0||4100352||0||4141355||0||4182769||0|
|Liquid Bulk Cargo (-)||373870||0||385086||0||388937||0||392826||0|
|Breakbulk Cargo (-)||448644||0||462103||0||466724||0||471392||0|
|TEUS 40' (-)||217||0||219||0||221||0||223||0|
|TEUS 20' (-)||772||0||780||0||787||0||795||0|
Information will be published as soon as it is available.
Inauguration of Concession Agreement Review Committee : The NPA in May, 2017 inaugurated the Committee made up of relevant MDAs to review the concession agreements currently being operated by the Terminal Operators.
Updates as at June 30, 2020