True Position on Investment in Nigeria and challenges faced from LADOL.
Our Company, Samsung Heavy Industries Nigeria Limited (“SHIN”) a Nigerian subsidiary of the Korean Ship Building Company – Samsung Heavy Industries Inc. Korea (“SHI”), on behalf of ourselves, SHI and our joint venture subsidiary, SHI-MCI FZE (“SHI-MCI”), collectively “SAMSUNG”, express our immeasurable gratitude to the Government and the People of Nigeria for the opportunity to operate in the country to date.
Our attention has been drawn to the press release by LADOL Group on 17 August 2020 followed by the publication sponsored by LADOL Group in some daily papers and online media titled – “LADOL Response to Article – Titled: FG Deserves Full Value from Its Land at Tarkwa Bay – Bala Usman” Published in The Daily Trust of 5th August 2020 Written By Eugene Agha”.
Whilst at the onset, the publication seems to be a direct attack on the person and professional competence of the Managing director of NPA, upon further reading it becomes obvious that the publication is indeed a smear campaign against our company – SHIN, which LADOL refers to as a foreign company despite the fact that we are a duly incorporated Nigerian company.
SAMSUNG is as much as a stakeholder in Nigeria as any other indigenous Nigerian company considering its volume of investment and scale of its business activities including number of local employees in Nigeria. Samsung’s contribution to the Nigeria economy can be seen in the establishment of one of the most advanced Fabrication and Integration Facilities in West Africa set up at Tarkwa Bay (“SHI-MCI Yard” or “Facility”) and its successful delivery of EGINA FPSO Project.
A comparison of LADOL’s statements against the facts of the matter will clearly reveal that LADOL Group’s publication is a complete falsehood calculated to mislead the general public and to incite the Government against our company all in the bid to annex SAMSUNG’s investment in Tarkwa Bay. As part of the bid to usurp our investment, LADOL Group in the said publication totally denied our investment and joint ownership of the SHI-MCI Yard, going ahead to lay claim to the asset. It further went ahead to take full credit for our success in winning and delivering the EGINA FSPO EPC Project, when in essence LADOL Group had no direct contribution to the award and/or the delivery of the EGINA FPSO Project other than being the sub-lessor, an exorbitant service provider and a shareholder to SHI-MCI.
For clarity, SHIN was the sole EPC contractor of the EGINA FPSO Project and the JV of SAMSUNG and LADOL (in which MCI an affiliate of the LADOL Group is a 30% minority shareholder), was just one of the many in-country subcontractors to SHIN.
Our specific reaction to the falsehood and fallacies contained in the publication is as follows:
Lawfulness of NPA’s Termination of LADOL’s Lease and LADOL Shortchange of NPA
1. The insinuation that the laudable effort by the NPA in granting a direct lease to SAMSUNG of the parcel of the land on which our investment is situated at Tarkwa Bay is a misplaced act, is farfetched, as such a decision could not have been taken without sufficient and adequate considerations for the fundamental issues of the SAMSUNG/LADOL dispute. This was done in a bid to put a stop to the deliberate efforts of the LADOL Group which has oppressed and frustratedSAMSUNG’s investment and operation.
2. We believe that NPA was within its statutory right as the Head Lessor to terminate the Lease given to LADOL Group due to the clear breach of the terms of the Head-Lease by GRML, based on its failure to disclose/obtain the consent of NPA to the 2013 Sublease with SAMSUNG, as conveyed in NPA’s termination letter to LADOL Group.
3. LADOL did shortchange the Government by collecting an exorbitant rent which it failed to disclose to the NPA in violation of its Head Lease obligation with NPA. SAMSUNG paid the sum of $45 Million (@ approximately N300 exchange rate in 2014 = N13.5 Billion Naira) as five years rent for the use of the 11.2 hectares Yard land it sub-leased from the LADOL Group. A simple comparison of what our company has paid to LADOL Group for the use of the 11.2 hectares with the sum of N880 Million that LADOL Group allegedly paid to NPA for the use of 80 hectares for two years clearly establishes the truth as to who is shortchanging the Government. If the rent was within its negotiation business right, it would not have been reluctant to disclose it to the FGN violating its contractual obligation as the Lessee stipulated in the Head Lease with the Landlord (NPA).
4. Despite LADOL’s assertion, the validity of the Lease termination and the consequent alleged FGN directive are matters currently in court, as a result of which the alleged directives do not have any legal validity, not being the appropriate constitutional forum for the determination of these matters. In the meantime, SAMSUNG remains the lawful Lessee and occupier of the land with a preservation order of the Court granted in its favor.
SHIN’s Investment in Free Zone
1. The funds for the SHI-MCI Yard ($270 Million) had been financed based on the 50% debt and 50% equity investment scheme which was mutually agreed and duly signed by each MD of SHIN and MCI (a subsidiary of LADOL Group) in the Shareholders Agreement, where the guarantee for the debt financing was solely borne by SAMSUNG’s financial capability and credit level. Even LADOL (MCI)’s 30% equity in SHI-MCI was carried by SAMSUNG as the majority part of the well-known amount of the Sub-Lease fee ($45 Million).
2. Neither Total nor NNPC paid for the development of the SHI-MCI Yard under the EGINA FPSO Contract. The fact that the Yard development was solely borne out of SAMSUNG’s private investment has been confirmed through a series of Government investigations that was instigated by LADOL, from the Senate enquiry, to the DSS and even NCDMB, all of whom found no ground in LADOL’s assertion. (Total and DSS letters enclosed).
3. LADOL is not the Federal Government of Nigeria and while its assertions that the Yard is an investment of the Government remains false and is a dangerous thought causing expropriation of foreign investor’s asset, what LADOL asserts is certainly preposterous as it in essence amounts to appropriating national assets for private individual gains. In essence LADOL is claiming that the Facility is a gift of the Federal Government to LADOL.
Development of the Swamp Land Transforming into State of Art Facilities
1.SHIN got award of the EGINA FPSO as the sole EPC contractor on the strength of its technical expertise and the commercial viability of its tender including its comprehensive NC execution plan in terms of detail engineering, procurement, project management and in-country fabrication & integration, subcontracting such works to dozens of Nigerian indigenous and/or registered companies including SHI-MCI. Prior to SAMSUNG’s thoughtful selection of the planned site for its huge investment, the LADOL Free Zone was partly developed but mostly undeveloped medium-scale (compared to ONNE, LEKKI FZE, etc) logistics base only. As LADOL acknowledged in the publication, the land it leased from NPA was a disused swampland. SAMSUNG’s investment in the Zone and technological expertise turned the Zone into a hub for fabrication and integration works in West Africa.
2.The LADOL Group, its shareholders and Jadesimi family received tremendous financial benefit from SAMSUNG’s decision to invest in the yard. The benefits, even excluding the extremely high Sub-Lease fee ($45 Million), amounts to more than $100 Million especially for the services rendered in the Free Zone on an exclusive basis to SAMSUNG, at an exorbitant rate. LADOL Group also benefited from owning 30% shares in SHI-MCI, the cost of which shares at $40.5 Million was solely paid for by SAMSUNG through the unjustifiably inflated Sub-Lease fee for the aforesaid 11.2 hectares. SAMSUNG also gifted LADOL Group $2.7 Million to establish a technical training school for Nigerians (SANTA), which LADOL did not establish yet in spite of collecting the money from SAMSUNG in 2017.
FOB claim by Ladol Group
1. In April 2018, LADOL made a demand for one percent of the Total EGINA FPSO contract price as a “FOB charge”, which is a purported levy of about $33million. SHIN challenged this request for levy payment as unlawful, bad faith and contrary to the tax regulation, charges and levies exemption offered by the free-zone in accordance with NEPZ Act and applicable regulation.
In their quest to obtain the unjustifiable $33million FOB charge, LADOL as a Zone operator engaged in the abuse of their authority. LADOL suspended SHIN’s operating license in July 2018 despite the directive to issue license by NEPZA.LADOL delayed the issuance of export documents and decided to take the EGINA FPSO hostage by imposing a monopoly during the most critical time in the delivery of the EGINA FPSO. LADOL downplayed the magnitude of the sum of $33million comparing it to the Project cost of $3.3billion, SHIN must emphasize that the FOB charge was invoiced to SHI-MCI, who was just a subcontractor to SHIN under EPC contract and not the recipient of the alleged EGINA FPSO EPC project cost, the levy, therefore, amounted to over 10% of SHI-MCI overall