The sale of shares in Energy Fiji Limited (EFL) involved several key advisers for the Fijian Government, EFL, and the buyers.
The major transaction took place in March 2021, when a consortium comprising Chugoku Electric Power Company (CEPCO) and the Japan Bank for International Cooperation (JBIC) acquired 44% of EFL (24% from the Fijian Government and 20% from FNPF).
Advisers to the Fijian Government & EFL (Sellers)
Financial Adviser: ANZ Corporate Advisory
ANZ International acted as the lead financial adviser to the Fijian Government and EFL throughout the divestment process.
Legal Advisers:
Buddle Findlay: A New Zealand law firm that played a lead role in advising the EFL Board and senior management on the transaction structure and sale. Partner Grant Dunn led the team.
Squire Patton Boggs: An international law firm that advised the Fijian Government on the deal.
Howards Lawyers: Fiji-based law firm (Partner Alesi Macedru) is also listed as having advised on the sale of shares in EFL, likely providing local counsel.
EFL Board Adviser: Prasann Patel
He served as a specific advisor to the EFL Board and was instrumental in navigating the transaction and previous syndicated financing.
Strategic/Technical Support:
World Bank / IFC (International Finance Corporation): The Fijian Government utilized expertise from the World Bank and IFC during the international selection process to identify the strategic partner.
The Transaction Context
The Deal: The Japanese consortium (via a Singapore-based special purpose vehicle called Sevens Pacific Pte Ltd) paid approximately FJD $440 million for the 44% stake.
Shareholding Structure Post-Sale:
Fijian Government: 51% (Majority control retained)
Sevens Pacific (Chugoku/JBIC): 44%
Domestic Account Holders: 5% (Held by the public)
Advisers to the Buyer (Chugoku/JBIC)
While the specific private advisers for the Japanese consortium were not as widely publicized in Fijian press releases, Japanese corporations typically engage major “Big Four” Japanese law firms (such as Nishimura & Asahi or Anderson Mori & Tomotsune) and global investment banks for cross-border acquisitions of this size.
The sale of EFL shares to the Sevens Pacific Pte Ltd consortium (Chugoku Electric Power Company and JBIC) was structured as a strategic partnership rather than a full privatization.
Here are the specific details regarding the valuation and the management rights agreed upon in the Shareholder Agreement.
1. Valuation Details
The valuation was significant because it set a benchmark for Fijian infrastructure assets. The consortium paid a premium to secure a significant minority stake.
Purchase Price: The Sevens Pacific consortium paid approximately FJD $440 million for 44% of the shares.
Implied Enterprise Value: This transaction valued the entire entity (EFL) at approximately FJD $1.2 – $1.3 billion.
Share Breakdown:
24% was acquired from the Fijian Government.
20% was acquired from the Fiji National Provident Fund (FNPF) (which exited its investment to realize a capital gain).
The remaining 51% is retained by the Fijian Government.
5% is held by domestic account holders (the public).
2. Management & Governance Rights
While the Fijian Government retained majority ownership (51%), the Shareholder Agreement granted specific minority protection rights and management influence to the Japanese consortium to protect their investment and leverage their technical expertise.
Board Representation:
The EFL Board typically consists of seven directors.
Sevens Pacific (Chugoku/JBIC) holds the right to appoint three directors to the Board.
The Fijian Government appoints the remaining directors (including the Chair), retaining control over the Board but ensuring the Japanese consortium has a significant voice.
Technical & Operational Role:
The agreement was not just financial but it also included a Technical Services Agreement. Chugoku Electric acts as the technical partner, advising on grid stability, renewable integration, and decarbonization.
Their specific mandate is to help EFL achieve the target of 90%+ renewable energy generation by 2030–2035 (shifting away from diesel).
Veto Rights (Minority Protections):
As is standard in deals where a strategic investor takes a large minority stake (44%), the consortium likely holds “negative control” or veto rights over “Reserved Matters.” These typically include veto rights over:
(i) Changes to the company constitution.
(ii) Issuance of new shares (dilution protection).
(iii) Large capital expenditures or assumption of significant new debt outside the agreed business plan.
(iv) Changes to the dividend policy.
3. Regulatory Context
Post-transaction reviews (including by the subsequent coalition government) have highlighted concerns regarding the regulatory safeguards.
The deal reduced government flexibility to intervene in electricity tariffs, as the investor requires a commercial return on the $440m investment.
A key benefit to the government was the removal of sovereign guarantees on EFL’s debt. Following the partial privatization, EFL’s debt is meant to be self-sustaining without the government backing it, improving the national debt profile.
Under the Shareholder Agreement, Sevens Pacific Pte Ltd (the Chugoku Electric/JBIC joint venture) is entitled to appoint three directors to the EFL Board. These appointees act as the voice of the 44% shareholder and provide technical oversight.
Current Sevens Pacific Appointees (as of 2024):
Mr. Chitoshi Fukuda: He is a key figure in the partnership, having served as a Director since the acquisition in 2021. Unusually for a non-executive director, he also holds the operational role of Deputy Chief Executive Officer, ensuring direct Japanese oversight in daily operations.
Mr. Tsutomu Fujita: Appointed in April 2024.
Mr. Akira Irie: Appointed in April 2024.
These directors replaced the initial 2021 appointees, Mr. Koichi Tsunematsu and Mr. So Horikiri, illustrating how the consortium rotates its technical and financial experts into these roles.
2. Dividend Policy
The dividend policy was a critical part of the negotiation. While the Fijian Government (51%) might typically prioritize low tariffs or social objectives, the private investors (44%) require a commercial return on their ~FJD 440m investment.
Changes to the dividend policy are a “Reserved Matter.” This means the Fijian Government cannot unilaterally decide to stop paying dividends or change the payout ratio without the approval of Sevens Pacific.
The agreement generally stipulates that EFL acts as a commercial entity. While the exact formula is confidential, the policy balances shareholder returns with the massive capital expenditure (CapEx) required for the renewable transition.
he policy has resulted in consistent payouts despite the heavy infrastructure investment needs. For example:
In 2022, EFL paid FJD 23.8 million in dividends to the Government (and a proportional amount to Sevens Pacific).
This confirms that the asset is now run with a strict focus on profitability to support these cash flows.
The presence of Chitoshi Fukuda as Deputy CEO is the most significant detail here. It means the Japanese consortium isn’t just sitting on the Board; they are actively managing the “engine room” of EFL to protect the profitability that funds their dividends.
The term “Reserved Matters” is the most critical part of the EFL shareholder agreement. It is the mechanism that prevents the Fijian Government (even though it owns 51%) from making decisions that would hurt the financial value of the Japanese consortium’s 44% stake.
Because Sevens Pacific (Chugoku/JBIC) paid FJD 440 million, they required protections to ensure the government didn’t just lower electricity prices for political votes, which would destroy their profits.
What are “Reserved Matters”?
A “Reserved Matter” is a specific type of high-level decision that cannot be passed by a simple majority vote. Even if the Government directors (majority) vote “Yes,” the decision fails unless the Sevens Pacific directors also vote “Yes.”
While the full list is confidential, based on standard infrastructure deals and recent government critiques, the Reserved Matters for EFL almost certainly include:
Dividend Policy: The government cannot decide not to pay dividends (or pay too much) without Japanese approval.
Annual Business Plan & Budget: The consortium must approve the yearly financial targets, which are based on specific revenue (tariff) expectations.
Incurring Large Debt: New loans (like for a new dam or solar farm) likely require their sign-off.
Changes to the Constitution: The government cannot change the rules of the company to remove these protections.
2. Can they block the Government from lowering tariffs?
Technically: No. The Fijian Competition and Consumer Commission (FCCC) is the independent regulator that sets the tariff rate, not the EFL Board. Therefore, the Japanese investors cannot simply “veto” a regulator’s decision.
Practically: Yes (Indirectly). The shareholder agreement creates a “financial trap” that makes lowering tariffs extremely difficult for the government:
The Commercial Mandate: The agreement mandates that EFL operates as a commercial entity seeking a profit.
The Implied Contract: When Chugoku invested, they did so based on a financial model that assumed a certain “Rate of Return.” If the government forces EFL to apply for a lower tariff (or refuses to let EFL apply for a hike), it could be seen as oppression of minority shareholders.
The Consequence: If the government wants to lower tariffs for the public, they can’t just order EFL to cut prices. Instead, the government typically has to subsidize the difference using taxpayer money (paying EFL the cash it would have made) to keep the Japanese investors’ returns whole.
Current Example (January 2026): Just this month, there has been controversy regarding a proposed tariff increase for EFL. While the Government “paused” the hike for consultation, EFL (backed by its investors) argued that the increase is necessary for “sustainability” and “infrastructure investment.” This is the Reserved Matters dynamic in action: the investors require the revenue to maintain their returns.
3. Why is this controversial?
Critics argue that this deal “privatized the profits”:
Before the sale the government could run EFL at a break-even point or a loss to help the poor, absorbing the cost as a public service.
After the sale: EFL must make a profit to satisfy the 44% shareholder. If they don’t, the foreign investor can potentially sue for breach of agreement or block future investment (like renewable energy upgrades), causing the grid to deteriorate.
The “Technical Services Agreement” (TSA) is a specific contract that runs alongside the shareholding. It effectively hires Chugoku Electric as a technical consultant to EFL.
This TSA is the primary justification for the partnership beyond the money. EFL (a small island utility) needed access to the engineering depth of a major Japanese utility to handle the complex transition from diesel to renewable energy without crashing the grid.
Here is what Chugoku Electric is actually delivering under this agreement:
1. The “Flagship” Projects
While independent companies (IPPs) are building some solar farms (like Sunergise at Qeleloa), Chugoku Electric is directly involved in developing specific assets with EFL.
Lautoka Solar Project (5MW): EFL and Chugoku Electric have been working jointly to identify and develop this specific solar site.
Hydro Refurbishment: Chugoku operates massive hydro plants in Japan. They are providing the technical scope for the Monasavu Half-Life Refurbishment ($185M) and the Wailoa upgrades. These dams are old (1980s), and Chugoku’s role is to extend their life so they don’t fail.
2. The “Grid Stability” Role (Crucial)
This is the most important technical contribution.
The Problem: Fiji wants 90% renewable energy by 2035. Solar and wind are unstable (clouds/calm days cause power drops). On a small island grid, too much solar crashes the system (blackouts).
The Chugoku Fix: Chugoku is designing the Battery Energy Storage Systems (BESS) and the 132kV transmission upgrades (the new “2nd Vuda-Wailoa-Kinoya line” costing ~$731M). They provide the engineering modeling that tells EFL exactly how much solar the grid can handle before it breaks.
3. The $4.5 Billion Master Plan (Current Status – 2026)
As of January 2026, EFL has just launched a massive international procurement drive (valued at over FJD $2 billion in immediate projects) to build:
165MW of Solar + Batteries
New Hydro: Qaliwana and Vatutokotoko (Lower Ba) schemes.
This “Master Plan” was effectively co-authored by Chugoku Electric’s technical team under the TSA. They helped design the specs to ensure that whoever builds these plants meets Japanese-level quality standards, rather than EFL buying cheap, unreliable infrastructure.
4. “The Engine Room”
The TSA is enforced by placing Chugoku personnel inside EFL.
Mr. Chitoshi Fukuda (Deputy CEO) is not just a board member; he works in the company. His role is to transfer Japanese efficiency practices into EFL’s daily operations.
This includes “Kaizen” (continuous improvement) operational strategies to reduce line losses (wasted electricity) and improve safety standards for line workers.
Summary of the “Deal”
The Government got: Cash ($440m) + Risk Removal (No more debt guarantees).
Chugoku got: A steady 5-7% return (Dividends) + Consulting Fees (TSA).
The Public got a more robust (but potentially more commercially aggressive) utility that is less likely to suffer catastrophic failure but is also less likely to lower prices voluntarily.
Of course there are alternative structures that could have better protected Fijian consumers, particularly regarding tariff stability and ownership control.
While the actual sale prioritized debt reduction and risk transfer, the following alternative structures would have prioritized affordability and national interest.
1. The “Management Contract” Model (Expertise Without Sale)
Instead of selling 44% of the company, the Government could have retained 100% ownership and simply hired Chugoku Electric as a “Management Contractor.”
How it works: The Government pays Chugoku a fixed annual fee (e.g., $10m/year) to run the grid and implement renewable technology.
Consumer Benefit:
Price Control: The Government retains the sole right to set tariffs based on social needs (subsidizing the poor), without needing to satisfy a foreign investor’s profit margin.
No “Forever” Dividend: In the current deal, Fiji pays dividends to Japan forever. In a contract model, once the contract ends, the payments stop.
Why it wasn’t chosen: It would not have provided the immediate $440 million cash injection the previous government wanted to reduce national debt. Aiyaz needed money to plug the National Budget.
2. The “Green Bond” Financing (Debt vs. Equity)
EFL needed money for renewable upgrades. Instead of selling shares (equity) to raise this capital, EFL could have issued Sovereign Green Bonds or accessed concessional climate finance (e.g., from the World Bank or Asian Development Bank).
How it works: Fiji borrows the money at low interest rates (e.g., 2-3%) to fund the solar/hydro projects.
Consumer Benefit:
Cheaper in the Long Run: Debt eventually gets paid off. Equity (shares) requires paying dividends (aiming for 8-10% returns) indefinitely. It is cheaper for consumers to pay off a low-interest loan than to fund a foreign investor’s high expected return.
Ownership: The asset remains 100% Fijian-owned.
Why it wasn’t chosen: The Government wanted to remove debt from its books (de-risk), not add more.
3. The “Consumer Cooperative” or Trust Model
This is a model used in parts of the US and New Zealand. The utility is owned by the consumers rather than the government or private investors.
How it works: Every electricity account holder effectively owns one share.
Consumer Benefit:
Profit Recycling: The goal of the company shifts from “Maximizing Profit” to “Minimizing Cost.” Any surplus profit at the end of the year is returned to consumers as a rebate on their bill.
Alignment: There is no conflict between “The Company” wanting higher prices and “The People” wanting lower prices because they are the same group.
Why it wasn’t chosen: It creates a complex governance structure and makes it harder to raise billions of dollars for new dams/solar farms quickly.
Anyway, the structure chosen (Strategic Partnership) prioritizes efficiency and government debt reduction. An alternative structure like a Management Contract or Green Bond financing would have better prioritized consumer affordability and national sovereignty, but it would have left the Government carrying more financial risk.
The decision to sell was driven largely by risk avoidance. If the Fijian Government had chosen either of the alternative structures (Management Contract or Green Financing/Keeping 100%), they would be carrying a significantly higher financial burden today.
The key number to understand here is FJD $4.3 Billion. This is the estimated cost of the 10-year Power Development Plan (to build new solar, hydro, and transmission lines) required by 2031.
Here is the breakdown of the financial risk the Government avoided by selling:
1. The Debt Burden (The $4.3 Billion Problem)
If the Government had kept 100% ownership (under either alternative model), it would be solely responsible for funding the infrastructure upgrades.
In the Alternative Structures (100% Gov Owned):
The Liability: The Government would need to either borrow the $4.3 billion itself or issue Sovereign Guarantees so EFL could borrow it.
The Impact: In 2021, Fiji’s Debt-to-GDP ratio was already at crisis levels (~80-90% due to COVID). Adding billions more in guaranteed debt for energy infrastructure would likely have led to a credit rating downgrade, making borrowing more expensive for the entire country (hospitals, roads, schools).
In the Actual Deal (Current Structure):
The Benefit: EFL is now a commercial entity with a wealthy foreign partner. EFL borrows money on its own balance sheet.
Risk Transfer: Lenders (banks) now look at Chugoku Electric’s strength and EFL’s profits, rather than asking the Fijian taxpayer to guarantee the loan. The Government effectively removed a potential $4.3 billion contingent liability from its books.
2. Operational “Shock” Risk
Financial risk isn’t just about loans but about what happens when things break.
In the Alternative Structures:
If a cyclone destroys a major transmission line or the Monasavu Dam requires an emergency $200m repair, the Government (as 100% owner) must find that cash immediately.
Example: When the catastrophic damage from Cyclone Winston happened, the Government had to scramble for funds.
In the Actual Deal:
Shared Pain: If a disaster hits EFL, the loss is shared. Chugoku Electric (44%) must contribute its share of the emergency capital to fix it.
Technical Shield: Chugoku is technically liable for ensuring the grid works. If the new battery system fails, it is their reputation and investment on the line to fix it, reducing the likelihood of the Government needing to bail out the utility due to technical incompetence.
3. The “Opportunity Cost” of Cash
Alternative Structures:
The Government would not have received the FJD $440 million upfront payment.
They would have had to continue subsidizing EFL’s capital projects, diverting money away from health, education, and roads.
The $440m cash injection in 2021 was critical for keeping the Government afloat during the pandemic when tourism revenue was zero.
The Government traded Control for Safety.
They gave up: The ability to easily lower electricity prices (Control).
They gained: Protection from having to borrow another $4 billion to fix the grid (Safety).
To put it bluntly: In 2020–2021, the Fijian economy was effectively in intensive care.
The government was facing a “financial cliff.” They had a choice between borrowing billions more (which might have bankrupted the nation) or selling part of EFL to get someone else to pay for the upgrades.
Here is the breakdown of why the economy was too broken to manage the transition alone.
1. The “Perfect Storm” of 2020–2021
When this deal was being finalized (2020–2021), Fiji was facing the worst economic crisis in its history.
GDP Collapse: Because of COVID-19, tourism (40% of the economy) vanished overnight. The economy contracted by a massive20%. This is a Depression-level crash.
Revenue Drought: The government was collecting almost no tax revenue from hotels, airlines, or tourists. They were borrowing money just to pay civil servants (teachers, nurses, police).
Cyclone Costs: While COVID was happening, Cyclone Harold and Cyclone Yasa caused hundreds of millions in damages, forcing the government to spend emergency cash on rebuilding schools and bridges instead of power lines.
2. The “Impossible Math” of the Energy Transition
The transition to renewable energy isn’t cheap. It is incredibly capital-intensive.
The Cost: As noted in recent reports, the 10-year plan to fix the grid and build solar/hydro requires $4.3 Billion.
The Problem: The Fijian Government simply did not have $4 billion.
The Debt Wall: By mid-2021, Fiji’s Government Debt-to-GDP ratio had skyrocketed from a manageable 48% to a dangerous 80%+.
The Scenario if Government Kept 100%: If the Government tried to borrow that $4.3 billion themselves to fund EFL:
National Debt would explode to over 120% of GDP.
Credit Rating Downgrade: International rating agencies (Moody’s/S&P) would have downgraded Fiji to “Junk” status.
Consequence: Interest rates for all borrowing would spike. The Fiji Dollar could devalue, making imported food (rice, flour) and fuel drastically more expensive for ordinary families.
3. The “Sovereign Guarantee” Trap
Before the sale, EFL’s loans were guaranteed by the Government.
This meant if EFL couldn’t pay its debts, the taxpayer had to pay.
The World Bank and IMF were telling Fiji: “You have too many guarantees. You need to offload this risk.”
By selling 44% to Chugoku, the Government removed these guarantees. Now, if EFL needs money, Chugoku (a giant Japanese utility with deep pockets) helps back the loans, not the struggling Fijian taxpayer.
The sale was essentially a forced survival strategy. The Government sacrificed long-term control over electricity prices to save the country from short-term financial ruin.
They brought in Chugoku Electric not just because they wanted a partner, but because they needed a wealthy “guarantor” who could afford the multi-billion dollar upgrades that the Fijian treasury simply could not.
While “debt” and “COVID” were the immediate triggers, the root cause of our economic fragility is our own going slow motion long-term collapse in productivity.
We have been suffering from a “hollowed-out” economy where the workforce is working harder but producing less value. This is what has made the economy too weak to fund its own infrastructure (like EFL) without selling it.
The productivity collapse has led us directly to this situation:
1. The “Brain Drain” Impact (Exporting Competence)
The most devastating hit to productivity is the mass exodus of skilled workers.
The Data: Since 2018, approximately 114,000 people (nearly 12% of the total population) have left Fiji. This isn’t just “people leaving”, it is our most productive assets: experienced engineers, senior nurses, senior accountants, and technical tradespeople.
When a senior EFL engineer with 15 years of experience migrates to Australia, they are often replaced by a fresh graduate. That graduate takes three times as long to fix a fault. That is a collapse in productivity. The same work now costs more and takes longer.
2. The “Low Investment” Cycle
Productivity comes from two things: Skills (people) and Capital (machines/technology). We are miserably failing on both fronts.
Stagnant Technology: Because the economy has been weak, businesses (and the Government) haven’t invested in modern machinery or automation. They rely on manual labor because it’s “cheaper” in the short term.
The Result: A worker in New Zealand produces $50 of value in an hour because they have high-tech tools. A worker in Fiji might produce $5 of value in the same hour because they are working with outdated systems. This means Fiji generates less wealth to tax, leaving the government broke.
3. The “Blackout” Loop
This is where the EFL sale connects directly to productivity.
Unreliable Power Kills Productivity: You cannot have a productive economy if factories have to stop working when the power goes out. Frequent blackouts (due to the old grid) force businesses to run expensive diesel generators or send staff home.
The grid is bad, so productivity is low.
Productivity is low, so the economy is poor.
The economy is poor, so we can’t afford to fix the grid.
Repeat cycle. Vicious cycle.
4. The “Informal Economy” Problem
A huge portion of our workforce (estimated over 60%) is in the informal sector (taxi drivers, market vendors, casual laborers).
While these people work incredibly hard, the financial productivity of this sector is low. They don’t pay corporate tax, they don’t have access to bank loans to expand, and they don’t scale up.
An economy relies on the formal sector (companies like EFL, Vodafone, Fiji Water) to generate the massive tax revenue needed to build dams and bridges. When the formal sector stagnates, the national budget collapses.
The Government had to sell EFL because the Fijian economy was not generating enough surplus wealth to pay for its own development.
And worse we had aligned our economy entirely to Toureism reliance. The over-reliance on tourism was the structural “Achilles’ heel” that turned a difficult situation into a crisis, making the sale of strategic assets like EFL inevitable.
We had effectively built a “monoculture” economy. When you rely on one industry for 40% of your GDP, you are not just taking a risk; you are gambling the national checkbook on factors completely outside your control (pandemics, cyclones, global recessions).
That “Tourism Trap” directly forced the EFL sale:
1. The “Cash Cow” Dried Up Before 2020, tourism was the engine that funded everything else.
The Subsidy Chain: Tourists bring foreign currency, Government taxes profits and uses that tax to subsidize electricity and water for locals.
The Crash: When borders closed suddenly, the Government didn’t have the cash to support EFL’s capital projects.
Without tourism tax revenue, the treasury was empty, leaving them no choice but to find a private buyer.
Because tourism was so easy and profitable for 20 years, Fiji neglected other difficult but necessary sectors. Successive Government’s have been unable to do the hard work of developing an diversified economy with mutiple sectors.
With all the focus (and banking credit) going to tourism, when tourism failed, there was no “Plan B” industry to prop up the economy.
Our economy is a “one-trick pony and because the economy is so volatile (boom/bust with tourism cycles), lenders charge Fiji higher interest rates.
If we had a diversified economy (e.g., strong manufacturing + agriculture + tourism), the economy would be stable, and the Government could have borrowed money cheaply to fix EFL itself.
Instead, because we are “high risk,” borrowing is too expensive, making the partial privatization the only viable option to get cheap capital.
Summary of the Economic TrapLow Productivity:
We exported our best skilled workers.
Single Engine: We relied 100% on tourism.
The Shock: COVID broke the engine.
The Result: We had to sell the family silver (EFL shares) to keep the lights on.
We exported our skills (Brain Drain).
We failed to invest in technology.
Therefore, we had to import a foreign partner (Chugoku) to do the job we could no longer afford to do ourselves.
Poor Governance = shoddy outcomes.