Consulting Services for Telecommunications Privatization — Gambia State Owned Enterprises Restructuring Project

REQUEST FOR EXPRESSIONS OF INTEREST

(CONSULTING SERVICES – FIRMS SELECTION)

The Gambia State Owned Enterprises Restructuring Project

Loan No./Credit No./ Grant No.: IDA – V2740

Assignment Title: Transaction Advisor (consortium) for the Restructuring & Privatization of Telecommunications Assets in The Gambia

Reference No. (as per Procurement Plan): GM-PPPPE-114250-CS-QCBS

Republic of the Gambia has received financing from the World Bank toward the cost of the State Owned Enterprises Restructuring Project, and intends to apply part of the proceeds to consulting services for the Transaction Advisor (firm) for the Restructuring & Privatization of Telecommunications Assets in The Gambia.

GoTG now wishes to appoint a consulting team of legal, financial and technical advisers to advise on a transaction strategy and assist in completing the restructuring and divestiture of the retail and wholesale telecom assets including the ECOWAN[1] and NBN[2] wholesale fibre network, Gamtel and Gamcel. Ministry of Finance and Economic Affairs (MoFEA) now invites eligible consulting firms (“Consultants”) to indicate their interest in providing the Services. Interested Consultants should provide information demonstrating that they have the required qualifications and relevant experience to perform the Services.

The consulting services (“the Services”) include:(1) provide transaction advisory services, including advice on the market structuring, as well as legal, technical and financial aspects of the transactions; and (2) supervise implementation and execute the various components of the transactions as described in these terms of reference

The tasks of the Transaction Adviser will include, but not limited to;

• Due diligence assessment including current state of telecom sector in the Gambia, financial position and capital structure of Gamtel and Gamcel, management and operation of the wholesale fibre network (ECOWAN and NBN);

• Review of existing legal, regulatory and corporate environment for the transactions, including appropriateness to support the new institutional and operating arrangements as well as rules applicable to divestiture/privatization and PPPs;

• an assessment of any contingent liabilities or obligations having a material adverse impact on Gamcel, Gamtel and the wholesale assets;

• valuation of wholesale fibre infrastructure, Gamcel and Gamtel;

• investor interest assessment (market test) and supporting the government in promoting the opportunity;

• establishment of data room;

• review and develop sales strategy and timeline

• assistance with implementation of the sales strategy for Gamtel, Gamcel and the wholesale assets;

• financial and accounting preparation pre-privatization phase (vendor due diligence production; information memorandum production);

• defining pre-qualification criteria;

• prepare bidding and transaction documents for Gamtel, Gamcel and the Wholesale SPV;

• prepare communication strategy and campaign;

• assistance in the bidding process;

• assist the decision-making process and managing the transactions;

• provision of general advice and support throughout the entire process.

The duration of the assignment is twelve (12) months. All the tasks will be specified and detailed in the Terms of Reference and Request for Proposals to be provided to the short listed firms.

• The Consultant is expected to be a firm or JV of firms with minimum of 10 years’ experience in the following area of expertise in providing financial, technical, economic, investment banking and legal advisory services, and will be selected based on its experience and capacity in carrying out this type of work. Its knowledge of, and experience in, telecommunications privatizations, particularly in developing countries, will be particularly important. The Consultant’s team should consist of personnel with the following skills and experience in telecommunications sector policy, investment banking, strategic and financial planning, law, economics, marketing and regulatory matters relevant to the situation in The Gambia.

• To successfully carry out this advisory service, the consulting firm to be hired should have a proven international experience and proven track record in telecommunication transactions and involvement of private sector.

• The Qualifications and Experience of Key Experts shall not be included in the shortlisting criteria. Key Experts will not be evaluated at the shortlisting stage.

• The attention of interested Consultants is drawn to Section III, paragraphs, 3.14, 3.16, and 3.17 of the World Bank’s “Procurement Regulations for IPF Borrowers” July 2016 (“Procurement Regulations”), setting forth the World Bank’s policy on conflict of interest.

• Consultants may associate with other firms to enhance their qualifications, but should indicate clearly whether the association is in the form of a joint venture and/or a sub-consultancy. In the case of a joint venture, all the partners in the joint venture shall be jointly and severally liable for the entire contract, if selected.

• A Consultant will be selected in accordance with the Quality-And-Cost Based Selection method set out in the Procurement Regulations.

• Further information can be obtained at the address below during office hours:

• The detailed Terms of Reference (TOR) for the assignment are attached to this request for expressions of interest.

• Expressions of interest must be delivered in a written form to the address below (in person, or by mail, or by fax, or by e-mail) by October 30th, 2019.

The Permanent Secretary

Ministry of Finance and Economic Affairs

Attn: Mustapha Samateh – Project Director

The Quadrangle.

Banjul

The Gambia

Tel: +220 4227575 / 4222083

E-mail: [email protected], [email protected],

[1] ECOWAN = Economic Community of West African Network

[2] National Broadband Network