FACTS OF THE N100BN DEAL TO REVIVE MORIBUND ENUGU STATE UNITED PALM PRODUCTS LTD

The Enugu State United Palm Products Ltd., UPPL, is one of the numerous initiatives of the former Premier of the defunct Eastern Region, the late Dr. Michael Okpara, and had lain fallow for decades. 

As a government focused on agriculture and agro-industrialisation, UPPL was, expectedly one of the many moribund assets penciled down for revitalisation by Governor Peter Mbah in line with his campaign promise to convert the state’s dormant assets to productive assets and grow the state’s economy exponentially from the current $4.4bn to $30bn through private sector investments. This culminated in the N100bn deal between the Enugu State Government and Pragmatic Palms Ltd., a subsidiary of Diamond Stripes Ltd. on Thursday, May 9, 2024 after months-long negotiation and due diligence that started way back in 2023.


THE N100BN DEAL

Enugu State Government IS NOT releasing N100bn or any dime to Pragmatic Palms Ltd. Instead, Pragmatic Palms Ltd, a Special Purpose Vehicle (SPV) for the partnership, will finance the revitalisation of UPPL. Pragmatic Palm Ltd. will  provide finance for 60 per cent of the transaction value, while the Enugu State Government will provide the plantations valued as 40 per cent equity.


INCORPORATION OF PRAGMATIC PALMS LTD

Because several parties/investors are involved, it became imperative, as is the best international practice, to register a Special Purpose Vehicle (SPV) as the platform to transact the deal. Pragmatic Palms Ltd. was duly incorporated before the signing of the agreement. 


For the avoidance of doubt, however, although it is not the case in this instance, it is apposite to also note that the Companies and Allied Matters Act (CAMA), 2020, provides for Pre-incorporation Contract. 


Section 96 (1) of CAMA, 2020, provides: “Any contract or other transaction purporting to be entered into by the company or by person on behalf of the company prior to its formation may be ratified by the company after its formation and thereupon the company shall become bound by and entitled to the benefit thereof as if it has been in existence at the date of such contract or other transaction and had been a party thereto.”


CORPORATE GUARANTOR (DIAMOND STRIPES LTD)

As demanded by the Enugu State Government, Pragmatic Palms Ltd. provided a guarantor, which is Diamond Stripes Ltd, a reputable and huge company that has done investments worth over $20bn spanning power and renewable energy sector, port sector, and agricultural sector since 2013. Diamond Stripes Ltd. is the sole investor in Onitsha River Port and has invested heavily in the agricultural sector where it is the largest owner of silo complexes in Nigeria. It was involved in the acquisition of 600MW Shiroro Hydroelectric Power plant in 2013, concessions of 30MW Gurara Hydroelectric Power Plant in 2019, and establishment of 300MW Shiroro solar power project in 2021. 


SECURING ENUGU STATE’S INTEREST

The state’s interest in the N100BN UPPL deal is well secured, benefitting from Governor Peter Mbah’s experience as an investment finance expert and an entrepreneur, who has handled multi-billion-dollar projects himself. Besides asking for and getting a corporate guarantor on the part of Pragmatic Palms Ltd, the government also demanded for and got bank guarantors from Pragmatic Palms. Importantly, performance targets and timelines were equally set in the Agreement for Pragmatic Palms Ltd. failing which the Enugu State Government is free to revoke the deal and reassume total ownership of United Palm Products Ltd., UPPL.


In addition, the Enugu State Government is represented on the company’s Board, including the Chairmanship of the Board, as part of the steps taken to secure the state’s interest.


MD’S PROFILE

The MD of Pragmatic Palms Ltd., who is also the MD/CEO of Diamond Stripes, George Nwangwu, is a professor of Project Financing Law, who has led transaction teams that have participated in the consummation of over 100 privatisation or Public Private Partnership (PPP) transactions worth over $20 billion across Africa. 


Prof. Nwangwu was the Head of Infrastructure Finance at the Ministry of Finance under the leadership of Dr. Ngozi Okonjo-Iweala, during which he led the team that delivered the Second Niger Bridge deal. 


He is a Professor of law at Nile University and an Extraordinary Professor at the Department of Mercantile Law, Stellenbosch University. He was appointed a Senior Fellow at the Mossavar- Rahmani Centre for Business and Government, Harvard Kennedy School in 2023 as well as an Honorary Senior Research Associate in the Bartlett School of Construction and Project Management, University College London since 2022; He is the Director General of the Global Centre for Law and Business, Abuja.


CONCLUSION

Clearly, it is a new dawn for the United Palm Products Ltd. to the benefit of the people of Enugu State after decades of rot and neglect. The partnership is promising and the project in good hands. 


Tomorrow is here!


 Uche Anichukwu

SSA (External Relations) to the Governor of Enugu State

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