Distributeurs Nationaux S.A
The Distributeurs Nationaux S.A. ("Dinasa") project consists of acquiring the assets and liabilities of Chevron Haiti Inc. through an acquisition of 100% of the shares of the latter. GB Group has requested that the Inter-American Investment Corporation (IIC) arrange an eight-year term loan comprising an A tranche and a B tranche in order to proceed with this transaction. GB Group and Unifinance from Haiti are shareholders of Distributeurs Nationaux S.A. Dinasa will consolidate Chevron Haiti Inc. The proposed transaction consists of a loan of up to US$18,000,000.
The GB Group is an industrial and commercial conglomerate with interests in steel, food, and energy in Haiti where it has operated in Haiti since the 1980s. Unifinance S.A. is a wholly-owned subsidiary of UNIBANK S.A., the largest commercial bank in Haiti. It provides investment and merchang banking services to Haitian and foreign clients in corporate finance, commercial paper and securities issuance. It is part of Groupe Financier National, a diversified financial group of eleven (11) companies. Dinasa is a corporation organized under the laws of Haiti that imports, stores, processes, and sells hydrocarbons and derivatives of petroleum products. Dinasa plans to make Chevron Haiti Inc. a fully local company. Chevron Haiti Inc. is currently a British Virgin Island corporation.
With this operation, the IIC will be supporting the consolidation of the only local group in the energy market in Haiti by providing the long-term financing (up to eight years) that such projects usually require. The company plans to implement an environmental and social action plan to improve the conditions of the sector in Haiti and also expects to improve the access of the domestic population to LPG to provide a substitute for charcoal. The IIC will provide guidance on best practices regarding environmental and occupational health and safety issues. The IIC has obtained technical assistance resources from the Korea-IIC SME Development Trust Fund for phase one, which involves carrying out the environmental and social due diligence review of Dinasa and Chevron facilities. Dinasa has also engaged international consultants to support the environmental due diligence process.
Environmental and Labor Issues:
Environmental Classification: This is a category III project according to the IIC's environmental and labor review procedure because it could produce certain effects that may be avoided or mitigated by following generally recognized performance standards, guidelines and design criteria. The principal environmental and social issues related to this project include fire safety, spill and leak prevention, emergency response, potential contamination from leaking underground storage tanks, liquid effluent treatment, and occupational health and safety practices. Overall, it is anticipated that this project will result in improvements in the environmental performance of Dinasa's operations (including its gas stations and the Chevron assets acquired). Among the measures described below there are upgrades at the gas stations, the terminal to be acquired, and others, which will be summarized in an Environmental and Social Action Plan (ESAP) developed in collaboration with the IIC in order to ensure compliance with IIC environmental and labor requirements.
Environmental Management Systems: Currently, Dinasa has a Health, Security, Environment and Quality unit (SSEQ, Santé – Sécurité – Environnement et Qualité). Dinasa also has a technical department responsible for supervising tank installation and maintenance. This technical department is also in charge of the quality of these installations.
As part of the ESAP, Dinasa will develop and implement an effective Environmental and Health and Safety Management System. Part of this system will include developing and implementing an Environmental and Health and Safety policy and procedures that cover not only Dinasa but also the new Chevron Haiti assets acquired as part of the project. The company’s environmental and health and safety policy will reflect international best practices.Dinasa’s top management shall also appoint a specific management representative who, irrespective of other responsibilities and authorities, shall have defined roles, responsibilities and authority for a) ensuring that the environmental and health management systems are established, implemented, and maintained; and b) reporting to top management on the performance of the environmental and health and safety management systems for review, including recommendations for improvement. Dinasa will ensure that the company has the necessary staff to carry out effective environmental and health and safety management systems and to implement the ESAP to be developed.
Dinasa’s current Procedures Manual (Document de Travail) will be upgraded to ensure that all modified environmental (i.e. waste management procedures, liquid effluent, etc.) and health and safety procedures are adequately described in the document. The revised manual should also apply to both Dinasa’s and Chevron’s newly acquired assets in Haiti.
Fuel Storage Terminal/Tank Farm: As part of the project, Dinasa will acquire Chevron Haiti’s tanks at the Thor terminal. In addition, Dinasa currently owns the jetty and LPG tanks. Most pipelines and flow lines have been replaced at the terminal. However, as part of the project and the ESAP, Dinasa will develop a Terminal Renovation Plan which describes and prioritizes the actions to be implemented, related costs, and a timetable. The plan will be reviewed and approved by the IIC and it is anticipated to include tank farm bottom renovations, renovation of secondary containment as necessary, upgrades to fire safety equipment (alarms, pumps, etc.), remediation of contaminated soil and groundwater, and improvements to waste management procedures, among others.
Airport Refueling Facility: The refueling facilities at Port-au-Prince and Cap-Haïtien airports are currently leased to Chevron, which is responsible for the asset integrity. These facilities will be transferred to Dinasa as part of the project. The underground storage tanks (USTs) at the airports’ fueling facilities were recently removed in 2007 as part of a program to upgrade and remove USTs, replacing them with above ground storage tanks, which facilitates monitoring, maintenance, and leak prevention. Dinasa will be responsible for the asset integrity of the tanks at the airports’ refueling facilities.
Spill Prevention and Release Detection/Monitoring: Dinasa has already begun upgrading older stations by installing sumps for tanks and dispensers, and sumps for manholes. However, as part of the ESAP Dinasa will develop a detailed renovation plan of the gas stations and older USTs (for both Dinasa and former Chevron assets), which describes and prioritizes actions to be implemented, related costs, and a timetable. The objective of this plan, which will be reviewed and approved by the IIC, is to prioritize and implement pollution control measures that reduce contamination due to leaks, spills, overflowing, and corrosion of underground storage tanks.
Equipment to deal with oil spills is currently available at the Dinasa jetty at the terminal, which receives around 30 petroleum tankers per year and is presently managed by Chevron. This equipment, which includes booms, portable tanks, and dispersants is stored alongside the pier, in case of potential spills during tanker receipt.
Solid Waste: Currently, used petroleum products, filters, and sludge (from oil/water separators) are taken off-site by a contractor on a monthly basis. The sludge is taken to the terminal, where Dinasa will implement measures to ensure that the waste is properly disposed of. Dinasa will require and monitor that network gas station owners properly dispose of oil when oil changes are done and dispose of all other waste in an appropriate manner. Dinasa will also ensure that the old tanks removed from the gas stations are purged, cleaned, and disposed of appropriately. Dinasa will develop formal waste management procedures and training material on appropriate waste management procedures to be implemented at both the Dinasa facilities and the newly acquired Chevron assets. This will also include procedures for removal of old tanks and disposal of the used tanks, as well as installation procedures for new tanks. Sludge from the septic tanks, oil from the oil/water separators, and absorbent material used in the case f spills will be disposed of in an appropriate manner and will be described in Dinasa’s waste management procedures to be developed as part of the ESAP and incorporated into Dinasa’s overall Operating Procedures and Training Manual for Service Stations.
Occupational Health and Safety: Dinasa’s employees are required to receive training on operational safety procedures, and tank drivers are required to take a defensive driving course. Dinasa is currently preparing additional training material (including a video for gas station owners) to supplement training of new employees. Dinasa will extend its training to include the employees who work at the newly acquired Chevron assets. The IIC will review the content and frequency of Dinasa’s training program on health and safety and emergency response and will require that modifications to procedures be made as necessary to ensure compliance with good international industry practices. Dinasa will also begin monitoring workplace gasoline levels in the future to ensure that they also meet good industry practices.
Dinasa’s SSEQ unit currently prepares a quarterly report, which covers accidents/health, security, environmental and quality issues, as well as priority actions to be addressed each quarter. These reports will be modified to include the newly acquired Chevron assets. Dinasa will also ensure and monitor that all employees are provided with the appropriate protective equipment. Dinasa will develop a health and safety component of the Environmental and Health and Safety Management System with updated health and safety procedures to include both Dinasa and Chevron’s facilities.
Fire Prevention and Emergency Response: Because as the Thor terminal is located adjacent to a road and a residential area, Dinasa shall conduct a Quantitative Risk Assessment for major events (explosion, fire) to determine the potential impact or consequence of such an event to the nearby residential areas. The fire water for the terminal is obtained from the adjacent bay. Dinasa will ensure that the terminal is equipped with properly maintained fire fighting equipment (fire extinguishers, pumps for fire water, and alarm systems) and that adequate fire safety training is conducted at least annually for all Dinasa employees. Periodic fire drills will also be held at the terminal and should try to involve nearby communities. Dinasa will also ensure that its gas stations, some of which are located near residential areas, have the appropriate number and type of fire extinguishers, receive training, and conduct fire drills annually. Dinasa will develop an Emergency Response Plan for the gas stations/commercial sites and the terminal to include both Dinasa’s and Chevron assets.
Community Health Safety and Security: Fuel is delivered to gas stations by road tankers. Dinasa will increase the maintenance frequency and inspections, particularly for its road tankers, and replace and repair them as needed. Defensive driving and emergency response training will also be provided to tanker drivers.
Labor: Dinasa has a human resources policy that describes salary and benefits, including the provision of meals and working hours. However, as part of the ESAP the policy will be extended to cover other areas, including information on sick and maternity leave and overtime hours. There are no unions currently at Dinasa. However, under Haitian law workers are allowed to form and join organizations and bargain collectively.
Monitoring and Reporting: Dinasa shall develop an ESAP to ensure compliance with any relevant domestic regulations and the IIC’s environmental and workplace health and safety requirements. An annual environmental monitoring report should be submitted to the IIC on the implementation status of the ESAP, including information on terminal renovation plans, tank renovation plans, liquid and solid waste management, health and safety, emergency response training, accident reporting, fire prevention, and labor issues.