Agence de l'Etat, société nationale ou ministère signataire du contrat
The Government of the Republic of Sierra Leone acting by each of the Ministries of Agriculture, Forestry and Food Security, Finance and Economic Development, Trade and Industry
Etude sur l'impact environnemental et plan de gestion
The government recognizes the investment will be based on:
- The provisional business plan attached to this memorandum; and
- The environmental and social sustainability criteria to be evidenced in the Environmental Social and Health Impact Assessment (ESHIA).
The environmental license for the project will be granted to Sierra Akker Agricultural Company, subject to typical conditions for an environmental license, no later than 4 weeks after the application is lodged unless: (a) it is withheld for one or more lawful reasons which are objectively reasonable under the relevant laws of the Republic of Sierra Leone; or (b) Sierra Akker Agricultural Company's environmental management plan (including the Environmental and Social Impact Assessment) is not being implemented to a material extent and any of these reasons have been communicated to Sierra Akker Agricultural Company in written form by the appropriate body
Sierra Akker Agricultural Company shall adhere to the Environmental Protection Agency Act (as amended) 2008 and other environment regulations developed by the Government of Sierra Leone and in line with international best practices.
The environmental license for the project will be granted to Sierra Akker Agricultural Company, subject to conditions only which are typical for an environmental license, no later than 4 weeks after the application is lodged unless: (a) it is withheld for one or more lawful reasons which are objectively reasonable under the relevant laws of the Republic of Sierra Leone; or (b) Sierra Akker Agricultural Company's environmental management plan (including Environmental and Social Impact Assessment) is not being implemented to a material extent and any of these reasons have been communicated to Sierra Akker Agricultural Company in written form by the appropriate body.
The Government of Sierra Leone agrees to enter into a water rights agreement with Sierra Akker Agricultural Company and Sierra Akker Agricultural Company shall be charged at fixed rate of 0% per cubic metre of water extracted from rivers and other courses. There will be no restriction on the volume of water extracted by Sierra Akker Agricultural Company from rivers, other water courses, well and boreholes.
All plants, equipments and machinery shall be imported free of any duty and taxes (except for ECOWAS levy currently at 0.5% of CIF value) for any 5 years selected by the taxpayer. Importation of all agricultural inputs shall not be subject to import duties for 5 years from the date of commencement of business. Agricultural inputs include fertilizers, pesticides, insecticides, seeds and seedlings, hybrid tree seeds, seed animal for feeding purpose, day-old-chicks and animal semen. Importation of feeds, vaccine and veterinary drugs for livestock and poultry shall attract import duty free concession for 5 years from the date of commencement of business.
The chargeable business income from agricultural activities shall be exempt from corporation tax for 10 years from the date of commencement of such activities. “Agricultural activities” include rice farming, and tree crop farming such as cocoa, coffee, rubber, and palm oil, among others.
50% of dividend paid during the qualifying period will be exempt from withholding and other taxes.
5% of total income derived from export sales will be exempt from corporation tax after the qualifying period.
The following allowable deductions shall be granted in respect of the following expenses in any year of assessment:
(a) research and development cost - 100%;
(b) training expenses and local staff - 100%;
(c) social and development expenses - 100%;
(d) expenses on promoting exports - 100%; and
(e) expenses incurred in engaging disable persons including salaries - 200%
All local employees are subject to pay as you earn tax consistent with the provisions of the Income Tax Act 2000 as amended. Income earned form a source in Sierra Leone by foreign nationals is subject to tax at the rate of 25%; this will be based on the requirements for residency as provided for in sections 10-13 of the Income Tax Act 2000 as amended.
Restrictions sur les transactions avec les parties liées
Sierra Akker Agricultural Company agrees that it will take reasonable steps to ensure that itself and none of its partners will enter into, without the prior written consent of the government, the business activity of the processing of meat and other livestock products outside of that outlined in this agreement or the business plan in force at the relevant time. The penalty for breach shall be, insofar such breach is a criminal or civil offence in Sierra Leone, the penalty imposed following the application of the applicable criminal or civil procedure, and applicable damages for breach of contract.
Sierra Akker Agricultural Company shall develop a corporate social responsibility plan based on an assessment of community needs in collaboration with local government officials, traditional leaders and the community representatives
The government welcomes industries which provide job opportunities, stable income and training of the work force. Sierra Akker Agricultural Company shall provide the government with a detailed human resource plan which includes projections for the hiring of Sierra Leonean staff at all management, middle cadre and junior levels. Included in this human resource plan should be information on internship or apprenticeship opportunities and detailed training and succession plans.
The government seeks to promote the use of local raw materials and the establishment of value adding transformation industries. Sierra Akker Agricultural Company agrees to permit tendering by local suppliers of relevant ancillary services on such terms and conditions as Sierra Akker Agricultural Company reasonably specifies. Sierra Akker Agricultural Company shall develop a mechanism to purchase livestock and other raw materials from local producers for processing. The price for such livestock shall be market determined. Consistent with the policy objectives and strategic framework of the Local Content Policy, Sierra Akker Agricultural Company is obliged to:
- promote the utilization of locally available Sierra Leonean goods in the industrial and manufacturing sectors;
- facilitate the development of indigenous services providers by promoting linkages with more advanced and experienced domestic and foreign firms
- support the growth of small and medium enterprises through targeted procurement
- promote employment of Sierra Leoneans; and
- develop the human and institutional capacity of Sierra Leoneans through training and transfer of knowledge and technology.
The government welcomes industries which provide job opportunities, stable income and training of the work force. Included in the human resource plan should be a detailed training plan.
Sierra Akker Agricultural Company agrees to meet all project-related infrastructure capital costs anticipated in the business plan including but not limited to fencing the compound, rehabilitating the abattoir, installation of power, water systems and all other infrastructure
The government confirms that Sierra Akker Agricultural Company will be granted all the required permits and other authorizations in connection with the project and its funding provided that Sierra Akker Agricultural Company complies with all published requirements of the Laws of the Republic of Sierra Leone in relation to such permits or authorizations
All disputes shall be referred to and finally resolved by arbitration internally (between the government and Sierra Akker Agricultural Company) within Sierra Leone. All proceedings shall be conducted in the English language. None of the government or Sierra Akker Agricultural Company may appeal to any court on a question of law arising out of an award made in the arbitration. The government and Sierra Akker Agricultural Company irrevocably waive any rights of appeal they might otherwise have held. The award shall be final and binding on the government and Sierra Akker Agricultural Company or anyone claiming through or under them and judgement rendered on the award may be entered in any court having jurisdiction or application may be made to such court of judicial acceptance of the award and an order of enforcement as the case may be.
The government agrees that it will not nor attempt to expropriate or confiscate all or any of the assets or rights of Sierra Akker Agricultural Company, its sub-contractors or their respective contractors or any other party to the document relevant to the development operation and funding of the project or the share capital of Sierra Akker Agricultural Company other than on the basis of full compensation (including loss of profit) to the affected parties, including an amount not less than that required to repay all principal interest, fees, costs and expenses, amounts outstanding to the funders under or pursuant to the funding documents
The government acknowledges that the execution, performance and delivery by Sierra Akker Agricultural Company or the government of this contract shall constitute a private commercial transaction entered into entirely in Sierra Akker Agricultural Company's, or the government's, commercial capacity.
The government agrees that should any other party bring legal proceedings against it or its assets in relation to this contract, no immunity from such legal proceedings shall be claimed by or on behalf of itself other than in respect of government buildings located in Sierra Leone or buildings forming part of a diplomatic or consular mission, except to the extent necessary to effect service of legal process.
If any change of law in Sierra Leone has a material adverse effect on the ability of Sierra Akker Agricultural Company or its contractors, sub-contractors, shareholders or funders to perform their respective obligations relevant to the development, operation or funding of the project or the cost of, or return from, so doing, the government undertakes, after taking into account the benefits of the change in law, to grant to the project and the above actors any exemption or license or other authorization necessary or desirable to ensure that their interests, rights, obligations and economic return are not materially adversely affected