The Gambia Ports Authority (GPA) issued a letter of non-consent, declining to approve a proposed credit facility from Zenith Bank (Gambia) Limited to Alport Banjul Limited, the entity overseeing the Banjul Port rehabilitation. This decision stems from concerns over the financing structure and its alignment with the existing Concession Agreement (CA) and Shareholders Agreement.
The controversy arises from a 2019 agreement where Alport Banjul Limited, a special purpose vehicle (SPV) managed by Albayrak, was tasked with rehabilitating the Banjul Port. The deal included a minimum investment of EUR 19 million, to be fully funded by Albayrak as the sponsor, without imposing financial obligations on the GPA or the Gambian government. The CA, signed under Clause 8.4, explicitly requires that any financing for the project be submitted to the GPA for review to ensure compliance and protect concession assets.
Alport Banjul recently sought a EUR 13.5 million loan from Zenith Bank to support the ongoing rehabilitation, a move the GPA deems a deviation from the original agreement. The GPA’s letter, signed by Managing Director Ousman Jobarteh, highlights that the loan, intended to be guaranteed by Albayrak under the Shareholders Agreement (Clause 5.3), introduces a non-cash equity contribution. This shift raises concerns, as it could encumber concession assets or create liabilities for the GPA, contrary to the agreed risk allocation.
The GPA argues that the Zenith Bank facility, as currently structured, falls outside the financing arrangement envisaged under Clause 8.4 of the CA. Furthermore, the authority notes that Alport Banjul’s step-in rights—allowing it to grant financing models or encumber assets—require prior GPA consent, which was not sought. This unilateral action undermines the agreed terms, prompting the GPA to recommend escalating the matter to its Board for further consideration.
The agreement dates back to 2019, when the Gambian government concessioned the Banjul Port to Alport Banjul Limited, with Albayrak holding a 20 percent stake. The deal aimed to modernize the port without burdening public finances, a commitment the GPA now feels is at risk. The authority has urged stakeholders to align future financing with the original terms, ensuring no obligations fall on the GPA or the government. Alport Banjul and Albayrak have yet to respond, leaving the project’s next steps uncertain as the dispute unfolds.
