We invite reference to the Draft Consent Letter relating to the proposed credit facility from Zenith Bank (Gambia) Limited to Alport Banjul Limited.
It is noted that Alport Banjul Limited executed a Project Financing Loan Agreement with Zenith Bank (Gambia) Limited on 3rd October 2025 for an amount of approximately EUR 13.5 million, reportedly to finance part of the Banjul Port
Rehabilitation investment (minimum EUR 19 million as stipulated in the Concession Agreement) to be borne by Albayrak as the Sponsor, and not by Alport, the SPV.
This facility was entered into without prior notification to the Contracting Authority
(GPA) and without submission of the Financing Documents as required under Clause 8.4 of the Concession Agreement.
We further note that the pre-construction obligation and debt-related provisions under
the Concession Agreement (CA) were developed specifically for the Sanyang Project. Considering that this Consent Letter from Zenith Bank relates to Banjul Rehabilitation, submission of these documents does not satisfy Clause 8.4. Furthermore, step-in-rights may only be granted in the case of Sanyang, not in Banjul.
The Zenith Bank facility alters this approved financing model, effectively substituting debt for equity and introducing a potential encumbrance on concession assets. Such deviation, without prior written consent of GPA, undermines the agreed risk allocation under the CA and cannot be approved.
The Concession Agreement and the Shareholders Agreement contemplated that the EUR 19 million investment would be provided by Albayrak as equity. However, if that investment, or any portion thereof, is now to be financed through debt rather than equity, and the loan is to be obtained in the name of Alport Banjul Limited for purposes of the rehabilitation works, such facility must be solely guaranteed by Albayrak in accordance with Clause 5.3 of the Shareholders Agreement.
GPA’s 20 percent shareholding in Alport Banjul Limited is a non-cash equity contribution representing a right of use. GPA bears no financial liability for the Concessionaire’s debts or obligations. All borrowings and liabilities under the Zenith Bank facility remain solely those of Alport Banjul Limited and its shareholder Albayrak, and not of GPA or the Government of The Gambia.
Accordingly, GPA cannot and does not consent to:
1. The execution or continuation of the Zenith Bank facility as currently structured, since it does not fall within the financing arrangement envisaged under Clause 8.4 of the CA; or,
2. The creation of any form of security or encumbrance over the Concession Rights or assets in connection with this loan.
Notwithstanding, the GPA does not prohibit the Concessionaire from obtaining a loan, but rather to ensure that no such facility encumbers the port assets, as this falls outside what the financing structure under the CA provides for. It is equally noted that the Shareholders Agreement does permit the taking of loans, provided the conditions agreed between the shareholders are met.
It is therefore within the purview of supporting the operations of the SPV, without encumbering the concession assets or placing any debt obligation on GPA or Government that we recommend that this matter be brought to the level of the Board of Alport for due consideration.
Trust you are informed accordingly.
Signed
Ousman M Jobarteh
Managing Director
cc. MD’s File
DMD
All Directors
File
