Timeline

Government of Lesotho (GOL) publishes Renewable Energy Policy to reduce reliance on fossil fuels, modernise access to energy for people in rural areas, and increase renewable sources of energy.

GOL publishes Lesotho Energy Policy 2015-2025, seeking to address nationwide energy challenges, limited generation capacity, over-reliance on imports, and promoting universal access to electricity.  Extensive use of solar water heaters, improved energy efficiency and increased access to electricity is stipulated.  The subsequent Frazer Solar project was specifically designed to meet these objectives and assist GOL achieve its own energy policy goals.

Robert Frazer meets with the Government of Lesotho in Maseru (ministries of energy, finance, health, foreign affairs, defence and public works) to discuss what is to become the Frazer Solar project for Lesotho. The government officials met showed unanimous interest in the concept and proposal.  Prior to Frazer Solar, in 2014-15 Robert Frazer was involved with the supply and installation of 1,000 Australian made solar water heaters on Lesotho medical clinics as part of the Millennium Challenge project.

After formulation in 2015, Robert Frazer formalises the Frazer Solar group, to progress the development of a business strategy to negotiate with governments of different countries to develop large scale renewable energy projects and arrange funding for them using official export credit agencies.  

Frazer Solar meets with the newly elected government to recommence discussions first initiated in January 2016 with the previous administration.  Robert Frazer meets with the Minister in the Prime Minister's Office, Minister Temeki Tsolo, who assured Robert Frazer of the Prime Minister and GOL's interest in the renewable energy solution proposed by Frazer Solar.

After meetings between Frazer Solar and GOL (PM's Office, Ministry of Energy & Ministry of Public Works), Minister Tsolo writes to the German government's official export credit agency KFW informing of the potential development of a €100 million renewable energy project in Lesotho based on Frazer Solar’s proposal, and invites KFW to submit an indicative term sheet based on this proposal.

Frazer Solar and GOL finalise and sign a non-binding Memorandum of Understanding (MOU) setting out the parameters of Frazer Solar’s project proposal: the installation of up to 40,000 solar water heaters, up to 20MW of solar photovoltaic, and up to 1 million LED lights.

A workshop is held at Durham Links in Maseru with representatives from Frazer Solar and more than 25 GOL officials (including the ministries of Energy and Finance), local government, Lesotho Electricity Company etc to discuss the Frazer Solar proposal.  At the end of the Workshop, there was unanimous support for proceeding with the project. A follow-up meeting was arranged with the Minister of Finance, Dr Majoro, and the working team.

The working team meets in the Ministry of Finance's board room with Dr Majoro as Chair.  The purpose of the meeting was to prepare and finalise the Cabinet Paper seeking approval for the project to be submitted at the end of January 2018.  Dr Majoro was to take charge of the cabinet paper preparation with the support of the Prime Minister's Office and Ministry of Energy.  Frazer Solar is tasked with arranging the finance offer from the German government for Dr Majoro.

The German government official export credit agency KFW writes to Minister Majoro expressing its in principle interests in funding Frazer Solar’s solar energy project.

The directors of Frazer Solar GmbH, Mr Robert Frazer and Mr Stephan Fintelmann attend a meeting in Berlin with the German government approval's committee, the group responsible for approving all German government export credit financial loans, which included representatives of KFW and Euler Hermes to discuss the Lesotho project.  Support for the project by way of providing project finance is confirmed.

Dr Majoro reneges on his promise to prepare the Cabinet paper and to run the working group seeking approval for the project claiming he is busy preparing the budget.  Dr Majoro agrees that Minister Tsolo could administer the project due to his lack of time.  Minister Tsolo dutifully maintained the main point of contact, keeping Dr Majoro and other stakeholders including the Prime Minister updated at every step of the process.

Due to delay in completing the Cabinet Paper, KFW's letter of intent for providing finance had to be extended as it was about to expire.  As Dr Majoro still claimed he did not have time to engage with KFW, Minister Tsolo then requested KFW provide a detailed breakdown of the finance it is offering including timing, fees, interest rates, deposit, and guarantees, so that the GOL could make a final decision on the Frazer Solar project.

Dr Majoro meets with the German Embassy in Pretoria to discuss the project.  The Embassy reaffirm the German government's general support for the project and willingness to fund it.  The discussion with Dr Majoro was to finalise the project first as this would provide the required detail for the subsequent finance agreement.  This aligned with the process that Frazer Solar and GOL was following.

Dr Majoro continues to be evasive and provides contradictory messages about the project. He informs FSG he supports the project but won't engage meaningfully with the process. Frazer Solar discusses Dr Majoro's obscure behaviour with a variety of stakeholders including the King, senators, ministers and officials. There was a view that Dr Majoro would be imminently ousted from his position. This was even discussed in the media with the Public Eye newspaper running a story on 1 June 2018 titled "Bid to get rid of Majoro." 

Minister Tsolo writes to Frazer Solar informing of the GOL’s commitment to proceed with the Frazer Solar project. Minister Tsolo expressly indicates that the Office of the Prime Minister will be the primary point of contact to ensure ‘effective and efficient communication between the parties.'

Frazer Solar meets with the Prime Minister, Government Secretary Mphaka and Minister Tsolo to discuss the Frazer Solar project now GOL had committed itself to proceed.  The Prime Minister stated he wanted the contract signed immediately.  Robert Frazer raised concerns about Dr Majoro's lack of co-operation.  The Prime Minister tasked the Government Secretary to deal with Dr Majoro to ensure his support and Minister Tsolo to sign the contract when it was ready.

Frazer Solar and GOL conclude and sign the Supply Agreement.

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The Minister of Energy requests a copy of the signed agreement be sent to him personally, which Frazer Solar dutifully sends on 27 September 2018.

Frazer Solar contacts the Minister of Finance Dr Majoro to establish why the execution of the Finance Agreement was delayed. The Finance Minister informed Frazer Solar that the Frazer Solar project had to be led by the Minister of Energy must receive Cabinet support.

The delay or failure to implement the Frazer Solar project is discussed publicly on local radio and in newspaper stories in Lesotho, in particular regarding Dr Majoro. Death threats are made against Robert Frazer allegedly from 'Majoro's supporters' and he is advised to leave Lesotho.

Robert Frazer forced to leave Lesotho due to continued death threats.

Frazer Solar sends Letter of Demand to the Office of the Prime Minister, asserting several breaches of the Supply Agreement and calls upon the GOL to remedy the breaches within 60 days.

Letter of Demand is received by the Office of the Prime Minister, with receipt acknowledged.

Frazer Solar sends a letter to GOL advising the termination of the Supply Agreement and to notify each party of their right to commence international arbitration proceedings.

Frazer Solar directs notice to GOL declaring an arbitration dispute, and gave notice to Lesotho to commence arbitration proceedings pursuant to Clause 24 of the Supply Agreement.

The Chairperson of the Johannesburg Bar Council appoints Vincent Maleka SC as arbitrator in the case Frazer Solar GmbH v. Kingdom of Lesotho.

Arbitrator convenes first meeting between parties, and notified the Kingdom of Lesotho of the meeting and draft agenda via the Office of the Prime Minister. The arbitrator is satisfied that the Office of the Prime Minister received this notice.

The first meeting takes place. Frazer Solar is represented at the meeting, while the GOL elects not to attend.

Vincent Maleka concludes that the GOL had committed material breaches of the Supply Agreement, and that Frazer Solar is entitled to received liquidated damages in the sum of €50 million, in addition to costs and pre-award interest in the sum of €754,273, and post-award interest at the rate of 1.7% per annum.

Arbitrator issues Procedural Order No.1 setting out the timetable for filing the statement of claim, statement of defence, discovery of documents, and the date of hearing of the parties’ evidence and submissions.

Experts submit report quantifying damages incurred by Frazer Solar following the breach of the Supply Agreement, concluding total damages of  € 102 million.

Deadline for submission of statement of defence; no submission received from the GOL.

Arbitrator holds procedural call to discuss the further conduct of arbitration proceedings in light of the Kingdom of Lesotho’s failure to submit a statement of defence. Notice of the procedural call was acknowledged as received by the Kingdom of Lesotho on 25 November
2019.

KOL acknowledges receipt of Procedural Orders and minutes of procedural call.

Arbitration Hearing commences. Representatives of Frazer Solar attended the hearing; no representative for the GOL attended the hearing, and no explanation was provided to the arbitrator for the non-attendance.

FSG begins enforcement proceedings against assets owned by the GOL in foreign jurisdictions.

FSG begins the seizure of shares, revenues and royalties from a range of GOL’s overseas assets including those related to water, electricity, and the internet.

Prime Minister Majoro denies knowledge of the FSG dispute, telling reporters that: “We were made aware first in South African newspapers, and then in international newspapers, of an
arbitral award with a company called Frazer Solar. We were taken aback by this, but we are studying this arbitral award and will respond appropriately to it.”

Speaker Sephiri Motanyane suspends the PAC hearings. Dr Majoro does not appear to give evidence.

GOL announces hearing at the Public Accounts Committee to explore the circumstances in which the Supply Agreement was signed between FSG and GOL.

GOL applies to South African court for an urgent stay application. A hearing date of 10-11 November 2021 is agreed between the parties. FSG agrees not to continue enforcement in the UK and South Africa while waiting for the outcome of the hearing. Likewise, GOL will not receive any revenues or income from the South African water royalties.  The value of the royalties withheld amount to approximately R80 million per month so will have increased to approximately R480 million by the date of the hearing.

Fitch Ratings affirm Negative B rating for Lesotho, citing among other factors the ‘seizure under legal proceedings in South Africa by the German company Frazer Solar of Lesotho's foreign receipts including water royalties that South Africa pays to Lesotho, if successful, would lead to a potential 2% of GDP revenue loss.’

The South African government seeks to join the proceedings, thus engineering a delay in the Hearing scheduled for 10 November 2021.  The Judge orders a postponement to May 2022 where the matter 'must be finalised.'  Subsequently, TCTA's lawyers disclose that neither they nor Lesotho have been honouring the writs and subsequent court order to freeze royalty payments to LHDA. 

Frazer Solar lodges an urgent application to have the royalties frozen as they should have been. The Judge declines to consider the merits and simply states that the application is not urgent.

GOL applies to postpone its own rescission application from the May hearing.  At a hearing on 19 April 2022  the Judge agrees to the postponement.  Frazer Solar is awarded costs. 

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Lesotho High Court hearing at request of GOL to set aside the original supply agreement.  GOL intends that this will enable them to undo the entire legal process and arbitration award, preventing Frazer Solar from taking any further action.

Frazer Solar takes further action to enforce its award after receiving recognition in Belgium.  Frazer Solar is entitled to seize the GOL's assets in Belgium to the value of €50 million. Seizure action commences including Lesotho's Embassy bank accounts.

The Lesotho High Court rules in favour of GOL and sets aside the original supply agreement. Frazer Solar states the ruling is irrelevant as Lesotho lacks jurisdiction and the ruling is out of time.  Frazer Solar states will recommence global enforcement action, such as what it recently did in Belgium, against GOL assets which had been on hold.  

The South African High Court hears GOL's rescission application to overturn Frazer Solar's arbitration award. The South African Ministry of Justice submits two statements supportive of Frazer Solar's position and opposing GOL's.

The South African High Court rules in favour of Frazer Solar with GOL overwhelmingly losing the rescission application.  GOL is ordered to pay Frazer Solar and the SA Ministry of Justice's costs.

GOL applies for leave to appeal its loss in the rescission application. Neither Frazer Solar nor the SA Ministry of Justice opposed GOL's application so were not required to appear. Judgement was reserved.