FoHs Demands

The following e- mail was recived from The Foundation Friends of Haydom (FoH) by board members of HDC on the 30th of April 2006: 

Board meeting 13^th May 2006

Background Information for the foundation Friends of Haydom’s investment in Haydom Development Company.

Friends of Haydom (FoH) is a foundation that has the aim and purpose to contribute to Haydom Lutheran Hospital (HLH) economically and with material means. As farming has been chosen as a good way to provide income to the hospital, considerable funds have been invested in Mulbadaw Farm and CMSC.

To give the donors in Norway the assurance they deserve as FoH now invests in a commercial venture/shareholder company, the foundation now wants, as a security, to have direct influence in the company, by owning shares that reflect the investments.

1)       General Views and Requirements

a)      FoH has for several years worked very successfully to raise money for direct support of the hospital HLH, including both funds to directly balance the hospital budget and also special investments like CT. FoH has also raised funds for community investments like schools and churches and just recently for a dormitory for girls at the secondary school at Haydom. When the possibility and interest to invest in a farm was discussed in the board of FoH in Norway, it was made clear that the current organisation could not take on this additional task. What made it possible to continue to consider this undertaking, was that a group in Rogaland, which is reasonably close to Mandal and one of the main agriculture districts in Norway, was starting to think that a farm related to HLH could be a good and realistic project for them to take responsibility  for. Thus, for FoH, it was from the beginning of the farm project, a clear assumption that the handling of this project should be the responsibility of the Rogaland group of FoH. Olaf Myklatun was very early in the farm project asked to take the lead in this group and to be responsible for all aspects of this project on behalf of FoH. He is accepting this challenge under the following assumptions:

i)        The structure of ownership, possible trust/foundation and title deed, and the top level organization of the farm and CMSC, must be in place within short time, or at least agreed in writing if the execution of this takes some time. For details, see further below.

ii)      Toralf Rugland is offered and accepts to take the role as Managing Director of the company that runs the farm and CMSC.

The board of FoH has agreed with Olaf Myklatun that his assumptions are acceptable and indeed the same assumptions that FoH now have for further engagement in the project.

b)      FoH, through the Rogaland group, has taken a loan in a local bank of 3,5 million NOK, enough to pay the price for CMSC. Of this 50% has been used to pay the first instalment of CMSC. The rest 50% will be made available as soon as there is a written agreement between HDC and FoH that meets the concerns of FoH. FoH does not have any fallback solution to propose if it turns out to be impossible to reach agreement, but it is clear that FoH currently considers the engagement in the farm and CMSC as a high risk engagement, and would look for ways to reduce this risk.

c)      When the farm project was started, FoH asked Oddvar Jakobsen to represent FoH in the HDC board. As things have developed, FoH no longer wishes Oddvar to represent FoH in any way. FoH further would like that Oddvar sells his shares in HDC to FoH (possibly via Øystein, see 2.b.i below), but is not requiring this now, as long as he will have a minor part of the shares. FoH represented by Harald Haagensen, has understood this transaction in such a way, that Oddvar could buy his shares as a security for the money he has lent to the farm, and that he was willing to sell these shares on request from FoH.

d)     FoH has no other intentions with its engagement in the farm and CMSC than to support HLH. And it should be noted, that the engagement came about after a strong recommendation from the late Dr. OHE Olsen.

2)      Organisation
What is stated below are the requirements that FoH has to the structure and organization of the farm and CMSC. The requirements are written with our current understanding of Tanzanian Law and rules, and we ask that any errors or misunderstandings are commented.

a)      Long term/final organisation

i)        A foundation (or trust?) is established to own the land of the farm and CMSC, with an aim and purpose to support HLH. This foundation shall own what must be owned by a Tanzanian legal entity. The foundation engages in one or more long-term rental agreement(s) (33, 66 or 99? years) with one or more operating companies.

(1)   Foundation establishment: FoH establish the foundation by changing some of the loans to foundation capital (proposal: the equivalent of NOK 200.000). The new foundation receives the necessary capital to finance purchase of the properties, as loans or donations from FoH.

(2)   Foundation Board:

(a)    As we understand the law, the board of a Tanzanian foundation must have a majority of Tanzanian citizens and residents.

(b)   Board structure: two persons from FoH, the leader of HLH and two other Tanzanian citizens or residents, - one of the two from FoH will be the chairman of the board.

ii)      An operating company (ltd), (as time goes there will probably be several companies) which rents land from the foundation and itself owns buildings and equipment. The operation is financed by FoH.

(1)   Share Capital: FoH shall own and vote for more than 90% of the share capital, probably at least the equivalent of 1 million NOK (the amount can be discussed).

(2)   Board: FoH requires having the chairman of the board and majority in the board. This may be changed in connection with the farm and CMSC becoming free of debts (both in the foundation and in the operating company (-ies) and no more owes money to FoH.)

iii)    Schedule: This organization must be implemented as soon as practically possible

b)      Transformation from today’s HDC to the “Long term/final organization”.

i)        FoH sends to Kari Olsen (Mama Kari) (as a private person) 1 million NOK as a loan to be secured in the shares in HDC when these are bought. The HDC board accepts and registers this as new share capital in HDC. As soon as possible, Mama Kari shall sell her shares to FoH. This will make HDC a foreign company. (This is probably already the case, since Oddvar is not a Tanzanian citizen and owns a majority of the shares. If I understood Oddvar right when we discussed this on the phone: in this case it does not help to be a resident.)

ii)      The HDC board shall as soon as the new shares are registered, call an extraordinary general meeting to elect a new board. Since HDC not yet owns land (no title deed issued yet), we assume that a board with chairman and majority from FoH (i.e. according to 2.a.ii.2) can be installed: Olaf Myklatun (chairman), Martin Vold, Øystein Evjen Olsen and two Tanzanian citizens that will be proposed by the management of HLH and FoH. Toralf Rugland will meet in the board as managing director. Board meetings are held at HDC, or by means of telephone conferences and/or e-mail when necessary due to time constraints.

iii)    HDC pays the second instalment on CMSC, which is then fully paid for, by means of share capital and loan from FoH. As soon as the Tanzanian foundation is registered, the title deed of CMSC can be issued to this foundation, - buildings and equipment can be transferred to HDC and the rental agreement for the land can be signed. Similarly, agreements are signed that the new foundation takes over the rights and duties related to the land of the farm, and a long term rental agreement with HDC is signed.

iv)    FoH makes available the necessary funds to operate the farm and CMSC from now on.