Legal, Financial and Commercial Due Diligence Study — Digital Eswatini Project

TERMS OF REFERENCE Context. As part of the Digital Eswatini project, funds are expected to flow to EPTC towards aiding in business expansion and also financial stabilization. The necessary legal, financial, and commercial due diligence is expected to inform the financial support required and is key to understanding EPTC's readiness for possible restructuring, commercialization, or privatization efforts. I. Scope of Work A. Financial Due Diligence ▪ Conduct a detailed review of the last five years of audited financial statements, including: Income statements, Balance sheets, Cash flow statements, highlight any discrepancies, risks and risk mitigation measures in accounting procedures and practices. ▪ Perform a detailed liabilities assessment, with a deep dive on pension fund management. Outstanding debt and repayment terms, Contingent liabilities and offbalance-sheet obligations to be reviewed, and recommendations of addressing due liabilities to be provided. ▪ Evaluate financial controls, revenue collection processes, and expenditure management. ▪ Assess creditworthiness, including debt servicing capacity and access to future financing – debt, equity. MINISTRY OF INFORMATION, KINGDOM OF ESWATINI COMMUNICATIONS & TECHNOLOGY 2 B. Legal Due Diligence ▪ Review the legal structure and governance arrangements of EPTC, including its founding act, board composition, and management oversight. ▪ Assess compliance with applicable national laws and regulations, including those governing state-owned enterprises, telecoms, postal services, and labor. ▪ Review any ongoing or pending legal disputes or cases that may affect the financial stability or reputation of EPTC. ▪ Examine key contracts and agreements (e.g., with suppliers, vendors, unions, and government) including through engagement with clients ▪ Assess the organization’s legal rights, licenses, and obligations for all operating segments. ▪ Identify legal risks or impediments to potential restructuring, commercialization, or private investment. C. Commercial Due Diligence ▪ Review and evaluate EPTC’s existing business plan, including strategic goals, revenue drivers, operational assumptions, and market positioning. Review to also cover evaluation of market trends, customer segmentation, competitive landscape, and pricing strategies proposed to confirm feasibility. In specific, o Analyze historical and projected revenue streams across core business segments (telecoms, internet services, postal, courier, etc.). o Assess the viability and commercial potential of proposed initiatives, particularly the assessment of the scalability of current telecom operations, especially in underserved or rural areas and the commercialization of postal services and any other diversification or modernization strategies. ▪ Benchmark EPTC’s performance and strategy against comparable regional or international players. ▪ Identify risks and opportunities in current and planned commercial operations. D. Develop a Financial Business Model. Including ▪ Key historical and projected financial metrics with scenario analysis under optimistic, neutral, and pessimistic cases, based on revenue growth, cost assumptions, capital investments, and policy changes. Outputs including forecasted income statements, balance sheets, cash flows, and key financial ratios under each scenario to be provided ▪ Analyze financial sustainability and implications for government policy under each scenario. (Government policy options to include options of partnerships such as via partial privatization, local IPO, others). ▪ Integrate risk mitigation strategies into each scenario. II. Deliverables |

Deliverable |

Description |

Timeline |

Inception Report |

Outlining methodology, information needs, and work plan |

Week 1 |

Interim Progress Report |

Preliminary findings (legal, commercial, financial) due diligence Interim Business Model |

Week 4 |

Draft Due Diligence Report and Model |

Comprehensive analysis (commercial, financial, legal) and business model with key findings, risks, and recommendations |

Week 8 |

Presentation to Stakeholders |

Summary of findings presented to the Government and stakeholders |

Week 10 |

Final Due Diligence Report |

Revised and finalized report incorporating stakeholder feedback, with actionable recommendations on improving governance, efficiency, and sustainability of EPTC |

Week 11 III. Firm Qualifications Technical Expertise ▪ Proven experience (at least five years of experience) in conducting due diligence assignments for telecom operators, preferably including state-owned enterprises or public utilities. ▪ Strong capability in financial analysis, including pensions and long-term liabilities. ▪ Demonstrated legal expertise in telecom sector regulations, corporate law, and public-sector governance. ▪ Experience in stakeholder engagement and presentation and ability to communicate complex findings to diverse government stakeholders Team Composition • Team Leader (1) with at least 10 years of experience in investment advisory, due diligence, or transaction support in the telecom or infrastructure sector. • Commercial Analyst (1-2) with expertise in telecom market analysis and business planning. • Financial Analyst with background in accounting, liabilities management, and credit assessment. • Legal Advisor (1) licensed to practice and with demonstrated knowledge of regulatory and SOE governance frameworks. 4 Additional Criteria Experience in Sub-Saharan Africa or in the Southern Africa region specifically is preferred. Ability to work with confidential and sensitive government data with discretion and professionalism.