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Addax Bioenergy Sierra Leone Ltd, Memorandum of Understanding and Agreement, 2010
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  • ocds-591adf-7804618381
  • October 05, 2015
  • English
  • Sierra Leone
  • Ministry of Agriculture, Forestry and Food Security Ministry of Energy and Water Resources Ministry of Finance and Economic Development Ministry of Trade and Industry
  • February 09, 2010
  • Contract
  • Memorandum of Understanding
  • Sugarcane
  • #1798
Annotations
  • Arbitration and dispute resolution
  • Capital gains tax
  • Closest community
  • Community consultation
  • Corporate headquarters
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Company
  • Addax Bioenergy Sierra Leone Ltd
  • Sierra Leone
  • https://opencorporates.co...
  • -
  • -
  • -
Associated Documents
Addax Bioenergy Sierra Leone Ltd, Memorandum of Understanding and Agreement, 2010 (Main Contract)
Addax Bioenergy Sierra Leone Ltd, Appendix A - Land Lease Agreement, 2010
Source
  • http://farmlandgrab.org/uploads/attachment/ADDAX%2...
  • Online - Farmlandgrab.org
34 Annotations
  • General
  • Environment
  • Fiscal
  • Social
  • Operations
  • Legal Rules
General
Closest community
Makeni
Page 2 ( Recital A )
Corporate headquarters
4 Liverpool Street, PO Box 610, Freetown, Sierra Leone
Page 2 ( Preamble (2) )
Country
Sierra Leone hello
Page 1 ( Cover page )
Date - contract signature
09-02-10
Page 13 ( Signature page )
Legal Enterprise Identifier
C/F/576/2008
Page 2 ( Preamble (2) )
Location
Makeni, Bombali district
Page 2 ( Recital A )
Name of company executing document
Addax Bioenergy Sierra Leone Ltd, Addax & Oryx Holdings BV
Page 2 ( Preamble (2), (3) )
Other - general
Distiller capacity of 350 KLpd and power co-generation capacity 15 MW in Phase I; Distillery capacity of 700 KLpd and power co-generation capacity 30 MW in Phase II
Page 2 ( Recital C )
Resource(s)
Sugarcane
Page 2 ( Recital A )
Signatories, State
Minister of Agriculture, Forestry and Food Security; the Minister of Energy and Water Resources; the Minister of Finance and Economic Development; and the Minister of Trade and Industry
Page 13 ( Signature page )
Size of concession area
10,000 ha in Phase I (2010-2013); 20,000 ha in Phase II (2013-2015)
Page 2 ( Recital C )
State agency, national company or ministry executing the document
The Government of the Republic of Sierra Leone acting by the Ministry of Agriculture, Forestry and Food Security; the Ministry of Energy and Water Resources; the Ministry of Finance and Economic Development; and the Ministry of Trade and Industry
Page 2 ( Preamble )
Term
5 years, ending in 2015
Page 2 ( Recital C )
Type of contract
Memorandum of Understanding and Agreement
Page 1 ( Cover page )
Year of contract signature
2010
Page 13 ( Signature page )
Environment
Environmental impact assessment and management plan
The project will be based on the Environmental, Social, and Health Impact Assessment. The Environmental License for the project is granted to Addax Bioenergy Sierra Leone subject to the Impact Assessment being implemented to a material extent.
Page 3 ( Recital R; Annex, art. 6 )
Water use
Addax Bioenergy Sierra Leone is charged a fixed rate of 3 Leone per cubic meter of water used under a water rights agreement
Page 10 ( Annex, art. 11 )
Fiscal
Capital gains tax
Addax Bioenergy Sierra Leone can claim tax deductions in respect of depreciation of its capital assets of the project over a 20-year period from the date of commencement of commercial operations of the project
Page 8 ( Annex, art. 9(a) )
Custom duties
Agricultural inputs imported by Addax Bioenergy Sierra Leone are not subject to any tax or duty whatsoever
Page 7 ( Annex, art. 8 )
Income tax: exemptions
Addax Bioenergy Sierra Leone is exempt from corporate income tax for income received or accrued prior to 31 December 2022
Page 9 ( Annex, art. 9(g) )
Income tax: other
Any losses accrued up until 31 December 2022 cannot be carried forward beyond 2022
Page 9 ( Annex, art. 9(g) )
Withholding tax
Addax Bioenergy Sierra Leone is to deduct withholding tax at a reduced rate of 5% from interest payments, subject Annex, art. 9(d). Rent payments by Addax Bioenergy Sierra Leone in connection with land leases and rights, as well as other bona fide business payments and expenses, are deductible for corporate tax purposes and not subject to any withholding tax.
Page 8 ( Annex, art. 9(b) and (d) )
Social
Community consultation
Addax Bioenergy Sierra Leone has negotiated land lease agreements covering the project area with the district office, chiefdom councils and landowners of Bombali district
Page 3 ( Recital H )
Local development agreement
Addax Bioenergy Sierra Leone will build and improve social infrastructure
Page 2 ( Recital E )
Local employment
Addax Bioenergy Sierra Leone will seek to improve the livelihoods of the local population by employing and/or contracting up to 4,000 staff and training its workforce
Page 2 ( Recital E )
Local procurement
Addax Bioenergy Sierra Leone agrees to permit tendering by local suppliers of relevant ancillary services, such as warehousing, packaging, engineering and shipping, from time to time and on the company's reasonable conditions
Page 4 ( Art. 3 )
Outgrowers Program
Addax Bioenergy Sierra Leone will seek to improve the livelihoods of the local population by establishing a smallholder and outgrower support scheme
Page 2 ( Recital E )
Protections or benefits for employees, dependents, or others
Addax Bioenergy Sierra Leone will comply with national standards in relation to health and safety
Page 12 ( Annex, art. 15 )
Operations
Other - operational
Addax Bioenergy Sierra Leone has finalized technical and environmental studies which confirmed the feasibility of the project in terms of soil quality, climate, environmental conditions, and transport and transmission logistics
Page 2 ( Recital G )
Work and investment commitments
200 million Euro in Phase I (2010-2013); 300 million Euro in Phase II (2013-2015)
Page 2 ( Recital C )
Legal Rules
Arbitration and dispute resolution
All disputes are to be resolved by arbitration and referred to arbitration in London, before three arbitrators. Each party can select an arbitrator, with the third agreed upon, or nominated by the two appointed arbitrators, or by the ICC Court of Arbitration. Proceedings are to be in English. Appeal rights are waived. The arbitration award is to be final and binding.
Page 4 ( Arts. 7(i), (ii), (iii), (iv), (v) )
Expropriation or nationalization
The Government will not nationalize, expropriate, or confiscate Addax Bioenergy Sierra Leone's or its contractors' assets without full compensation, including loss of profit
Page 12 ( Annex, art. 14 )
Governing law
All disputes are to be resolved under the Rules of Arbitration of the International Chamber of Commerce
Page 4 ( Art. 7(i) )
Stabilization
The tax provisions listed apply to all present and future taxes. Addax Bioenergy Sierra Leone may be exempted from any change in law which has a material adverse effect on the project.
Page 9 ( Annex, art. 9; Annex, art. 13 )

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