Legal and Transaction Advisory Services for the Structuring of GSC 2.0 — DTfA/WARDIP Program

REQUEST FOR EXPRESSION OF INTEREST (REOI) Consultancy Service - Legal & Transaction Advisory Services for the Structuring and Capitalization of GSC. Country: The Republic of The Gambia Project Name: Digital Transformation for Africa / Western Africa Regional Digital Integration Program (DTfA/WARDIP SOP1) Project ID: P176932 Reference: WARDIP/GS/C2.7.2/2026/QCBS001 Assignment Tittle: Consultancy Service for Legal & Transaction Advisory Services for the Structuring and Capitalization of GSC. Duration of the assignment: Six (2) months Date of Advertisement: 12:00pm (Gambian Time) Deadline of submission: 6th March 2025, 12:00 Noon Selection Method: Quality and Cost Based Selection (QCBS) Background: The Government of The Gambia has received financing from the International Development Association (IDA) under the Digital Transformation for Africa – Western Africa Regional Digital Integration Program (DTfA/WARDIP SOP1). Affordable, reliable, and resilient international connectivity is critical to The Gambia’s digital transformation and economic growth. The country is currently connected to the Africa Coast to Europe (ACE) submarine cable system through the Gambia Submarine Cable Company (GSC), a public–private Special Purpose Vehicle (SPV). To enhance redundancy and resilience, the Government is advancing the deployment of a second submarine cable under WARDIP. Rather than establishing a new entity, the Government has agreed in principle to evolve GSC into a commercially sustainable, multi-cable SPV (“GSC 2.0”) capable of managing both: • The existing ACE system; and • The second WARDIP-supported submarine cable. The assignment is therefore aimed at structuring a bankable, commercially driven transaction where private capital plays a leading role and public financing is used only on a catalytic or residual basis. Objectives of the Assignment The objective of the assignment is to evolve and operationalize GSC into a financially viable, commercially sustainable, and well-governed multi-cable SPV (GSC 2.0), capable of owning, operating, and commercializing both cable systems. Scope of Work The Consultant shall provide integrated legal, financial, commercial, and transaction advisory services covering: • Legal, regulatory, and institutional assessment of GSC; • Design of alternative corporate and capital structures (including ring-fenced options); • Development of financial models (IRR, NPV, DSCR and sensitivity analysis); • Drafting of governance documents and shareholders’ agreements; • Advisory support for investor engagement and financial close; • Preparation of an implementation roadmap. Firm Qualifications Interested firms must demonstrate: • Legal registration • At least ten (10) years of experience in transaction advisory, corporate restructuring, or infrastructure project finance; • Proven experience in structuring or recapitalizing SPVs, preferably in telecommunications or digital infrastructure; • Experience in financial modelling and infrastructure capitalization; • Experience drafting governance and shareholder documentation; • Familiarity with World Bank or DFI-funded projects will be an advantage. Deliverables |

Deliverables |

Description |

Inception Report & Rapid Readiness Assessment | • Detailed methodology and accelerated work plan. • Stakeholder engagement and validation plan. • Rapid legal, regulatory, and institutional readiness assessment for GSC 2.0. • Review of existing GSC, ACE, and WARDIP documentation. • Consolidated risk register with mitigation actions |

Financial & Commercial Structuring Package | • Draft integrated financial model (CAPEX, OPEX, lifecycle, sensitivities). • Confirmation of dual-ring cost-sharing and revenue mechanisms. • Validation of wholesale pricing logic and sustainability metrics. • Interim structuring memo summarizing recommended approach |

Capital Structure & Draft Legal Documentation | • Finalized capital structure and share-class design (ACE ring and new cable ring). • Draft amended Articles of Association. • Draft revised Shareholders’ Agreement (dual-ring governance). • Draft Subscription Agreements. • Draft Corporate Governance Framework and Board Charter Submission of Expressions of Interest (EOI) • Consulting firms are invited to submit their Expression of Interest which should include the following: • A letter of expression of interest. • Firm profile, and legal registration details. • Evidence of relevant experience in similar assignment. • Description of comparable assignments undertaken • CVs of key experts proposed for the assignment, including their qualifications and experience relevant to the assignment. • References from previous clients The attention of interested firms is drawn to Section III, paragraphs, 3.14, 3.16, and 3.17 of the World Bank’s “Procurement Regulations for IPF Borrowers” (July 1st, 2016, revised in November 2017, Augus 2018, September 2023 and September 2025) (“A Candidate will be selected in accordance with the QUALIALITY AND COST BASED SELECTION (QCBS) method set out in the Procurement Regulations. Further information and the full TOR can be obtained from the email addresses below during office hours from 08:00 to 16:00 GMT on Mondays to Thursdays and from 0800 to 12:30 GMT on Fridays. Expressions of interest together with relevant documents must be delivered in a written form or via email addresses below not later than 12:00 pm 6th March 2026. Submissions should be in hard, or softcopy marked as Expression of Interest for the Consultancy Service for Legal & Transaction Advisory Services for the Structuring and Capitalization of GSC. All interested firms are urged to send their expression of interest letters with attached documents to the following email addresses: • Sent to the Project Coordinator: slowe@wardip.gm • Attention to the Project Procurement Specialist: adanso@wardip.gm and Physical Address of the Project: Digital Transformation for Africa – Western Africa Regional Digital Integration Program C/O Ministry of Communications and Digital Economy Bertil Harding Highway, Stadium Junction, Bakau, The Gambia, West Africa. Digital Address (Google Maps): F889+WWH