US embassy cable - 03KABUL1193

C O N F I D E N T I A L SECTION 01 OF 07 KABUL 001193 
 
SIPDIS 
 
NSC FOR ZKHALILZAD, JDWORKEN, HMANN, RHANSON, DSEDNEY 
DEPT FOR SA/PAB, SA/AR, EB/FO 
MANILA PLEASE PASS AMB PSPELTZ 
USDOC FOR DAS/TD MURPHY AND AFGHAN RECON TASK FORCE 
STATE PASS USAID FOR JPRYOR 
STATE PASS TDA FOR DSTEIN AND JSUSSMAN 
STATE PASS TREASURY FOR U/S TAYLOR, LMCDONALD 
STATE PASS OPIC FOR RCONNELLY AND DZAHNHEISER 
 
E.O. 12958: DECL: 05/09/2013 
TAGS: EINV, ECON, ETRD, AF, PTGOV 
SUBJECT: UPDATE ON FIDELITY INTERNATIONAL CEMENT PRODUCTION 
PROJECT 
 
Classified By: AMBASSADOR ROBERT P. FINN FOR REASONS 
1.5 (B) AND (D) 
 
1. (U) This is an action request.  Please see paragraph 15. 
 
2. (C) Summary: From April 22 to 29, Texas-based Fidelity 
International was in Kabul to pursue a $1.8 billion cement 
deal with the Afghan government.  Substantial progress was 
made, including the granting of an investment license by the 
High Commission for Investment.  Given the size and impact of 
the proposed deal, the terms are being reviewed at the 
highest levels of the Afghan government.  Among the chief 
Afghan concerns was Fidelity,s request for market 
exclusivity that they perceive will create a &monopoly8 in 
the cement sector.  Fidelity, for its part, appears willing 
to negotiate but is growing frustrated by what it views as 
the Afghan government renegotiating the deal repeatedly due 
to unclear decision-making authority.  A four-minister Task 
Force led by the Minister of Reconstruction is currently 
preparing the Afghan government,s counterproposal to 
Fidelity,s terms.  The Task Force is scheduled to complete 
its work and offer its counterproposal o/a May 7.  Despite 
many ups and downs, the deal for this critically needed 
investment in a key reconstruction sector is still very much 
alive.  End Summary. 
 
3. (C) The principal investors from Fidelity International 
visited Kabul from April 22 to 29.  Fidelity International,s 
management team includes several of the American businessmen 
who made up the failed Box-Alcali cement investment proposal 
that has languished in the Ministry of Mines and Industries 
since March 2002.  The new firm, Fidelity, now includes W. 
Tompie Hall, whose experience includes reconstruction efforts 
in post-Gulf War Kuwait in the early 1990s.  Box 
International is now responsible for the feasibility study 
and the operation of the cement factories.  Box,s former 
Turkish joint venture partner, Alcali, is no longer involved 
in the project.  In advance of this visit, Fidelity 
Representatives Tompie Hall and Terry Ritter met with 
officials at the Departments of State and Commerce.  In 
addition, they made clear early on that they wanted to work 
closely with the Embassy ) an omission from the Box-Alcali 
proposal that they wished to remedy. 
 
4. (C) Substantial progress was made between 4/22 and 4/29. 
The negative feelings that the failed Box-Alcali deal had 
created were overcome.  (Note: The Box-Alcali deal rubbed 
both Minister Ghani and the late Minister of Mines and 
Industry Mohammedi the wrong way due to lease provisions 
which conveyed the required land for one dollar.  Also, the 
Alcali side of the deal employed a purported fixer who 
misrepresented his influence with the Afghan government and 
raised suspicions of Box-Alcali,s legitimacy through his 
clumsy application of political pressure.  End note.)  The 
Fidelity team met early on with the Ambassador and the 
Minister of Commerce.  The Minister of Commerce discussed the 
message immediately with President Karzai, who strongly 
supported the project.  Karzai appointed Minister of 
Reconstruction Farhang to finalize the deal. 
 
5. (C) Minister Farhang convened a meeting on April 23 to 
hear the proposal,s terms in detail and raise preliminary 
points requiring further discussion.  In addition to 
Fidelity,s senior and in-country representatives and 
Econ/Commoff, also attending were Acting Minister of Mines 
and Industry Nadi, Minister of Commerce Kazemi and working 
level representatives from the Ministry of Foreign Affairs 
and the Ministry of Planning.  Fidelity presented its 
proposal, which called for the creation of the National 
Afghan Cement Company, in which the Afghan Government would 
hold a 15 percent share.  The project was set to begin with a 
program for rehabilitating one of the two defunct state-owned 
cement factories in Pol-e Khomri while concurrently 
conducting feasibility studies for the construction of three 
other cement factories in other regions of the country. 
Fidelity was prepared to provide a 25MW power plant for each 
factory.  In addition, Fidelity was prepared to develop, 
excavate and transport required raw materias ) all of which 
it was prepared to pay for at fair market rates.  Fidelity 
estimated that the project would create 8,000 direct jobs and 
up to 90,000 indirect jobs.  The total estimated investment 
for the four factories is $1.8bn. 
 
6. (C) While the Afghan government representatives had 
several technical issues of concern, the only truly 
contentious issue was Fidelity,s request for market 
exclusivity for its product.  Fidelity maintained that, since 
it would essentially develop the entire infrastructure for 
the cement industry in Afghanistan, it would be unfair to 
allow others to come in later and take advantage of all of 
Fidelity,s preparatory work and significant investment. 
Also, Fidelity was concerned over the continued Pakistani 
practice of predatory cement dumping on the Afghan market and 
its negative effect on its expected market share.  In 
response to Afghan concerns over monopoly, Fidelity insisted 
that it would maintain a fair market price for their cement. 
Fidelity added that the commercial viability of the project 
would be eroded substantially without such a provision. 
 
7. (C) After making the changes requested by the Afghan side, 
including revised exclusivity terms, Fidelity presented their 
&conveyance agreement8 and investment license for approval 
to the High Commission for Investment.  On April 26, the High 
Commission for Investment called in Fidelity, joined by the 
Econ/Commoff, for a review of its license application.  The 
High Commission was composed of the Minister of Commerce, the 
Minister of Foreign Affairs, the Minister of Reconstruction, 
the Acting Minister of Mines and Industry, the Minister of 
Justice, and the Deputy Minister of Planning.  After 
extensive discussion with the Fidelity parties over the terms 
of the agreement, mostly pertaining to the still-troublesome 
&monopoly8 provisions contained in the agreement, the High 
Commission convened privately and approved the investment 
license. 
 
8. (C) After informing Fidelity that their license was 
approved by the HCI, Fidelity sought clarification of the 
meaning of the license and accompanying agreement ) was it 
merely an MOU or did it constitute a binding contract?  The 
HCI responded that the license and attached agreement was 
only an MOU.  Fidelity responded that a binding agreement 
would be required to arrange necessary financing for the 
deal.  The HCI concluded that for the agreement to constitute 
a contract, given the size and impact of the deal, it would 
have to be reviewed by the &Coordination Council8 ) a 
senior body chaired by President Karzai, which apparently 
served as an economic version of the National Security 
Council.  For this to be possible, the HCI requested that 
Fidelity have the agreement translated into Dari for 
presentation and review by the Ministry of Justice and the 
Ministry of Mines and Industry the following day.  Justice 
wanted to make certain that the appropriate Dari terms were 
used in the agreement, and Mines and Industries wanted to 
confirm that the &technical terms8 were clear. 
 
9. (C) On April 27, the Coordination Council deliberated over 
the Fidelity agreement.  Vice President Amin Arsala served as 
President Karzai,s representative for the meeting.  The 
Coordination Council raised additional concerns, including: 
needing additional bona fides for the Fidelity principals; 
clarifying language defining TISA responsibilities to support 
the project ) which could be interpreted as creating a 
sovereign guarantee; specifying raw materials involved; 
providing a more specific definition of what the 15% Afghan 
government share entailed; resolving outstanding loans due to 
the former Czechoslovakia on the Pol-e Khomri factories ($20m 
and $40m); overcoming lingering concerns about monopoly 
terms; and establishing performance benchmarks. 
 
10. (C) The Coordination Council created a task force to 
prepare the Afghan governments rejoinder to Fidelity,s 
proposed terms within 10 days.  The task force was led by 
Minister of Reconstruction Farhang and included the Ministers 
of Light Industries, Urban Development, and Mines & 
Industries Ministers.  The Fidelity principles, Mr. Hall and 
Mr. Ritter left Kabul the day after the Coordination Council 
meeting frustrated by their perception that the Afghan 
government kept reopening previously negotiated terms.  They 
were reluctant to continue negotiations for much longer. 
 
11. (C) Daoud Yaqoub of the National Security Council 
contacted Econ/Commoff on 4/28 to discuss the status of the 
Fidelity deal.  Daoud met briefly with Econ/Commoff and then 
accompanied him to a meeting with Minister Farhang.  Farhang 
emphasized that the deal was still alive, and that the TISA 
only wanted to ensure that it was fair to Afghanistan. 
Farhang noted that he felt 90-95 percent sure that there 
would be a positive result within 10 days.  Farhang wrote to 
Mr. Tompie Hall on May 4 thanking him for Fidelity,s visit 
and explaining the task force,s efforts to resolve 
outstanding issues.  Farhang concluded by saying: Begin 
quote: I would like to stress that the government of 
Afghanistan views your proposal favorably and wishes to see 
implementation as soon as possible and we look forward to 
resolving the few remaining issues so that this urgently 
needed work can commence.  End quote. 
 
12. (C) Meanwhile, the German advisor to the TISA on trade 
and investment issues, Dr. Stephen Kinneman, returned to 
Kabul from Germany and reviewed the agreement.  Kinneman,s 
conclusion was that the deal was not sufficiently fair to the 
Afghan side.  In a May 5 meeting with Ambassador, Kinneman 
spelled out his concerns over the deal as presently 
structured.  While Kinneman acknowledged that such a sizable 
investment would greatly benefit Afghanistan and that under 
current conditions Afghanistan would have to offer premium 
terms to attract capital, the agreement was nonetheless too 
slanted towards Fidelity.  His chief concern was the creation 
of a &quasi-monopoly8 for NACC.  Kinneman was also 
concerned that the agreement lacked performance benchmarks, 
offered no guarantees regarding job creation, and placed 
undue burdens on the Afghan government.  Ambassador agreed 
that foreign investment was absolutely essential to 
rebuilding Afghanistan.  This was the only way to introduce 
Afghanistan to modern open economic practices and overcome 
command economy mindsets.  While the deal may not be fairly 
balanced, it was, however, more likely the Afghan 
government,s lack of experience and expertise in negotiating 
terms was more to blame for the imbalance than any 
overreaching by Fidelity.  Econ/Commoff added that 
international businesses could hardly be expected to 
negotiate against themselves to make their terms more 
attractive for Afghanistan. 
 
13. (C) What Kinnemann suggested was for the Afghan 
government to employ legal counsel with sufficient expertise 
to gain more balanced terms for Afghanistan ) not only for 
the Fidelity deal, but for all such investment deals. 
Kinneman suggested this would be possible through pro-bono 
work by interested attorneys.  Kinneman confirmed to 
Ambassador that he was not opposed to the project as a German 
who was looking for German firms to enter the market ) he 
simply wanted the deal to be fair for Afghanistan. 
Econ/Commoff noted that Afghanistan could not expect 50/50 
balance in terms ) otherwise investors could seek such 
returns in much more secure markets.  Kinneman agreed, noting 
that something closer to 70/30 would be preferable.  If the 
current deal could be portrayed as unreasonably slanted in 
favor of Fidelity, Ambassador concluded that private advice 
might help Afghanistan remedy this imbalance. 
 
14. (C) Concerns about Fidelity,s bona fides are rumored to 
have arisen during TISA discussions of the deal, although 
internal Embassy background checks uncovered no derogatory 
information.  Econ/Commoff has asked Fidelity,s in-country 
representatives to secure additional biographic and 
background materials on both Fidelity officials and investors 
involved in raising the substantial capital the deal purports 
to deliver.  Fidelity has asked that the Department 
discretely relay the information regarding their investors to 
the Embassy for the Ambassador,s information.  On May 2, 
Fidelity forwarded additional biographic materials (C.V.s and 
company information) to Embassy, which were passed to 
Fidelity, who provided them to the Ministry of 
Reconstruction.  The reason bona fides have taken such 
prominence in this case is that Fidelity is a new company 
created to pursue this project and other similar 
reconstruction-related projects in the region.  As such, 
company history is lacking.  Therefore, the Afghan government 
will place substantially more weight on the bona fides of 
Fidelity officials and investors. 
 
15. (C) Action Request: Embassy requests that Department 
forward any such information received from Fidelity through 
secure media to Ambassador and/or Econ/Commoff for 
appropriate use. 
 
16. (C) Comment: The Task Force,s response was due on May 7. 
 Post will provide status updates at appropriate intervals. 
FINN