NLNG
COMMERCIAL EXPRESSION OF INTEREST(“EOI”)
EXPRESSION OF INTEREST FOR THE PURCHASE OF DOMESTIC LPG VOLUMES BY ELIGIBLE COUNTERPARTY(IES), CONDITIONAL ON THE DEVELOPMENT AND OPERATION OF AN LPG INLAND TERMINAL (“LIT”) ON BONNY ISLAND
1.0 INTRODUCTION
NLNG is a leading energy company committed to driving innovation and meeting the evolving energy needs of the future through its world-class production plant on Bonny Island, Rivers State, Nigeria. The facility consists of six (6) natural gas liquefaction trains with a total capacity of 22 million tonnes of Liquefied Natural Gas (LNG) and 5 million tonnes of Natural Gas Liquids (NGLs) per annum, with associated gas receiving, treating, storage and loading facilities as well as utilities (Electrical power generation, Water, Air, Nitrogen etc.), and support infrastructure (offices, residential accommodation, school, hospital, airstrip, jetties etc.).
NLNG invites interested and qualified companies to express interest in a proposed commercial opportunity to purchase Liquefied Petroleum Gas (LPG – Propane and Butane) volumes from NLNG for supply into the Nigerian domestic market. The opportunity is for eligible counterparty(ies) to purchase LPG volumes from the NLNG Plant Complex, Bonny Island, on the condition that they are able to develop and operate an LPG Inland Terminal(LIT) on Bonny Island.
For the avoidance of doubt, NLNG is not procuring terminal development, engineering, construction, operations, logistics or other vendor services under this EOI. NLNG’s intended role is limited only to the sale of LPG volumes under a conditional Sale and Purchase Agreement (SPA), while the successful counterparty(ies) shall independently develop, finance, own, operate, permit, insure and manage the LIT and associated downstream infrastructure at their own cost, risk and responsibility.
2.0 NATURE OF THE LPG OFFTAKE OPPORTUNITY
This EOI is for companies interested in bulk offtake of LPG from NLNG’s Bonny Plant for supply to other buyers downstream from their own LPG Inland Terminals (LIT) for delivery into the domestic market. Progression beyond this EOI stage will be subject to the respondent’s demonstrated capacity and credible plan to develop, own and operate an LIT and its associated infrastructure on Bonny Island that is capable of receiving, storing, loading and distributing the LPG purchased from NLNG. The LIT development is a condition and commercial enabler for contracting LPG volumes. The opportunity is hinged on:
* A credible concept for a Buyer-owned LIT, complete with LPG receiving, storage and truck-loading facilities on Bonny Island, capable of supporting the receipt and distribution of LPG volumes purchased from NLNG plant;
* Evidence that the respondent has, or can secure, the financial, technical, regulatory, commercial and operational capacity required to implement the LIT project independently and at its own cost and risk;
* A proposed delivery and interface concept from the agreed NLNG delivery point to the respondent’s LIT, subject to NLNG’s technical assurance, safety requirements and approvals where NLNG facilities, systems or interfaces may be affected;
* A realistic logistics concept covering truck-loading, traffic management, holding bay operation and truck parking arrangements, supporting a model that minimises adverse impact on NLNG operations, Bonny Island access routes, community safety and public traffic conditions;
* A commitment to obtain all permits, licences, approvals, insurances, studies and third-party consents required for the LIT project and associated operations;
* A commitment to implement and operate the LIT in accordance with applicable laws, regulatory requirements, HSE standards, process safety expectations and NLNG interface requirements.
The delivery and custody-transfer point shall be at an agreed location within the NLNG Plant Complex, Bonny Island, subject to final contractual and interface definition. All operational risks, liability, permitting, construction, financing, ownership, operation, logistics and downstream project obligations beyond the agreed delivery point shall rest with the successful buyer/offtaker. NLNG’s role under the contemplated arrangement is the sale of LPG volumes under a long-term conditional SPA, subject to the outcome of NLNG’s commercial assessment, counterparty(ies) selection process, satisfaction of agreed Conditions Precedent and all applicable NLNG approvals.
3.0 COMMERCIAL BASIS, COMMENCEMENT AND DURATION
NLNG intends to enter into a long-term conditional SPA with successful buyer/offtaker counterparty(ies) for the sale and purchase of LPG for sale into the Nigerian domestic market. The commercial basis below is indicative only and is provided to guide expressions of interest. Detailed terms, including sale volumes, pricing, delivery obligations, Conditions Precedent and commencement, will be developed with shortlisted parties during the subsequent LPG offtake commercial assessment and counterparty(ies) selection process.
COMMERCIAL EXPRESSION OF INTEREST(“EOI”)
Expression of Interest for the purchase of Domestic LPG volumes by Eligible Counterparty(ies), Conditional on the Development and Operation of an LPG Inland Terminal (“LIT”) on Bonny Island
Item: SPA tenor
Indicative Basis: 15 years
Item: Indicative annual volume
Indicative Basis: Up to 250,000 metric tonnes per annum, subject to NLNG’s available supply, outcome of NLNG’s commercial assessment, counterparty(ies) selection process, final project configuration and internal approvals. This volume is indicative only and does not constitute a guaranteed sale volume.
Item: Product
Indicative Basis: Propane (C3) and Butane (C4)
Item: Delivery Point
Indicative Basis: By pipeline, within, at or around the NLNG fence, as may be technically and commercially agreed, and subject to final contractual and interface definition.
Item: Conditionality
Indicative Basis: Effective date of SPA conditional upon satisfaction of Conditions Precedent, including LIT readiness, licences, insurance, technical/interface assurance, commercial close-out and applicable NLNG approvals.
Item: Counterparty(ies)
Indicative Basis: NLNG may select one or more qualified LPG buyer/offtaker counterparty(ies), subject to the outcome of the EOI assessment, commercial evaluation, negotiation and applicable approval processes.
The SPA will become effective only upon satisfaction of all Conditions Precedent, including LIT readiness, regulatory approvals, insurance, technical assurance, commercial close-out and any applicable NLNG approvals. First delivery will be targeted in line with the project schedule to be agreed with the successful counterparty(ies).
4.0 COMMERCIAL ELIGIBILITY REQUIREMENTS
NLNG will assess EOI responses to determine applicants that may proceed to the next stage of the LPG offtake commercial assessment and selection process. These requirements are commercial eligibility criteria for being considered as an LPG counterparty(ies) and should not be construed as vendor pre-qualification for the provision of goods, works or services to NLNG. To be considered, interested companies must submit all the following mandatory requirements:
A. Proposed site location:
i. A statement of the proposed LIT site location on Bonny Island;
ii. Evidence of land control, such as title, lease or right-of-use documentation;
Where definitive land-control documentation is not yet available, applicants shall provide, at a minimum, a Memorandum of Agreement, Memorandum of Understanding or other documentary evidence demonstrating advanced discussions with the relevant landowner, host community, authority or site-control party.
B. Regulatory standing:
iii. Company’s Certificate of Incorporation.
iv. Relevant CAC forms:
a) Complete copy of Form CAC 7 (Particulars of Directors) and/or the most recent complete Status Report issued by the CAC (or its equivalent);
b) Complete copy of Form CAC 2 (Statement of Share Capital and Return of Allotment of Shares) and/or the most recent complete Status Report issued by the CAC (or its equivalent). Please note that where a shareholder is a corporate entity, the corporate entity’s most recent complete CAC Status Report, down to the level identifying all ultimate beneficial owner(s) shall be mandatorily required.
v. Valid Nigerian Midstream and Downstream Petroleum Regulatory Authority (NMDPRA) licence(s)/permit(s) evidencing active operation in the sector.
vi. Tax Clearance Certificates for the past three (3) years and Nigerian Tax Registration/Identification Number.
