Consultancy Service for Transaction Advisor on Green Industrialization

REQUEST FOR EXPRESSIONS OF INTEREST (CONSULTANCY SERVICES – FIRMS SELECTION)

Shortlisting of Consultants

Issued on: 17 October 2025

for

Request for Expression of Interest for the Consultancy Services for Transaction Advisor on Green Industrialization

(Open International)

|

|

Procurement Reference No: SC/EOI/EIF-01/2025

Environmental Investment Fund of Namibia

8933 Heinitzburg Heights

c/o Heinitzburg & Dr. Theo – Ben Gurirab Streets

Klein Windhoek,

Windhoek, Namibia

Tel: +264-61-431 7733

E-mail: [email protected]

TABLE OF CONTENTS

SECTION 1: LETTER OF INVITATION.. 3

• INTRODUCTION 3

• BACKGROUND.. 3

• SCOPE OF SERVICES.. 3

• INVITATION 6

• ELIGIBILITY OF CONSULTANT.. 6

• CONFLICT OF INTEREST.. 6

• QUALIFICATIONS.. 6

• APPROACH TO MARKET AND SELECTION METHOD 7

• CORRESPONDENCE.. 8

• SUBMISSION OF EXPRESSION OF INTEREST.. 8

• HARD COPY 8

• ELECTRONIC FORMAT.. 9

SECTION 2: SUBMISSION FORMS.. 10

AF1 – DECLARATION AND UNDERTAKING.. 11

AF2 – GENERAL INFORMATION.. 13

AF3 – EXPERIENCE RECORD.. 14

DETAILS OF PROJECTS/CONTRACTS OF SIMILAR NATURE AND COMPLEXITY.. 15

SECTION 1: LETTER OF INVITATION

Country: Namibia

Name of Project: GFPP GREEN SEED PROJECT - TF0C8935

Procurement Name: Transaction Advisor on Green Industrialization

Procurement Reference No: SC/EOI/EIF 01/2025

Dear Prospective Consultant

REQUEST FOR EXPRESSION OF INTEREST FOR THE CONSULTANCY SERVICE FOR TRANSACTION ADVISOR ON GREEN INDUSTRIALIZATION (OPEN INTERNATIONAL)

• INTRODUCTION

The Environmental Investment Fund of Namibia (hereinafter referred to as EIF) is inviting Expressions of Interest (EOI) from qualified and experienced consultancy firms to provide Transaction Advisory services on Green Industrialization The EOI will lead to a Request for Proposal (RFP) for the scope of services detailed in Section 3 which will be shared with the shortlisted consultant.

• BACKGROUND

The Government of the Republic of Namibia (GRN), through the Environmental Investment Fund (EIF) in collaboration with the Namibia Green Hydrogen Programme (NGH2P), has secured a grant under the World Bank’s Global Facility Project Preparation (GFPP) to support the design of a structure conducive to private sector investment in green industrialization and for the maximization of associated socio-economic benefits such as job creation, skills development, local development, and women’s empowerment.

• SCOPE OF SERVICES

The Transactional Advisor will conduct the following tasks in parallel to the extent possible:

• Pillar 1: Project Pipeline Readiness

Conduct a thorough assessment of the entire existing pipeline to determine project/company bankability, readiness, and compliance with CIF and MDB investment criteria; evaluate expected pipeline and identify for each project the gaps to achieve the Final Investment Decision (including but not restricted to economic viability, enabling infrastructure requirements, regulatory requirements) and outline the strategy and process for the forthcoming origination and underwriting of the instruments (taking into account the discussions between the GRN and Ninety-One on the new fund considered to extend blended debt to the private sector). Provide strategic recommendations to close the identified gaps and mitigate project risks through market sounding, risk allocation analysis, and financial modelling. Estimate the associated financial needs for projects and enabling infrastructure required. For the avoidance of doubt, the analysis should encompass projects in the pipeline (expected at this stage to be less than 10 projects) as well as enabling infrastructures needed (expected in the area of Walvis Bay).

Pillar 1 deliverables:

• Data-room collecting all relevant documents to assess the pipeline of projects and information needed to be able to conduct the analysis required under all Pillars described in these terms of reference (such as GHG emissions required under Pillar 4 below).

• Market sounding summary (including challenges identified preventing reaching Final Investment Decision).

• Risk allocation matrix (including environmental and social screening for the projects against IFC Performance Standards and the enabling infrastructure against World Bank Environmental and Social Framework).

• Financial modelling (including as applicable cash flow analysis, cost-benefit analysis, and risk analysis of the identified projects in the pipeline to assess their financial viability and bankability, as well as to prioritize projects based on these evaluations).

• Note assessing the projects against the CIF IDP criteria and confirming their eligibility under the CIF IDP Program.

• Note identifying for each project (as well as for enabling infrastructure needed as applicable) the readiness status, bankability gaps and measures to address those, assessing financing needs for both private projects and public infrastructures.

Note identifying for all pipeline projects (as well as for enabling infrastructure needed as applicable) the expected local content, targeted national jobs and more broadly the socio-economic benefits expected to be derived from the projects (identifying key challenges and measures to address them).

• Pillar 2: Blended Finance & Investment Packaging

Review, evaluate and provide recommendations for blended finance models including as applicable concessional loans, partial credit guarantees, subsidies, and Contracts for Difference, structured debt funds and securitizations to mobilize private sector and DFI investment alongside CIF concessional funding.

Assess the potential for securitization within the project pipeline, evaluate the regulatory environment governing securitization, and identify potential originators for securitization opportunities.

Pillar 2 deliverables:

• Legal, financial, and tax due diligence regarding the new fund structure to be established in alignment with the GRN discussions with Ninety-One.

• Note describing the structuring of the new fund structure informed by the aforementioned due diligence.

• Comprehensive financing solutions for projects (and the enabling infrastructure) to facilitate the achievement of Financing Investment Decision and address identified risks (e.g. lowering the costs of capital to a certain level identified under Pillar, risk mitigation instruments, Contract for Difference etc.).

• Mapping the potential MDB financing (blended with CIF financing) for the enabling infrastructure required (optimizing the financing terms and conditions to the extent possible).

• Mapping the potential MDB financing (blended with CIF financing) to support the local SMEs participate to the value chain of the eligible projects identified under Pillar 1.

• Mapping the potential MDB financing (blended with CIF financing) for the new fund considered.

• Note assessing securitization potential, regulatory evaluation, and identification of originators for pipeline projects.

• Pillar 3: Enabling Policy & Fiscal Frameworks

Assess the adequacy of legal, regulatory, and fiscal framework in the context of the pipeline of projects identified under Pillar 1 (and associated enabling infrastructure). This review should encompass analyzing relevant Public-Private Partnership (PPP) models, Special Economic Zone (SEZ) regimes, Exclusive Prospecting License (EPL), tax incentives and recommend measures to address the bankability gaps in the pre-identified projects (and associated enabling infrastructure) and ensure a conducive enabling environment for these investments.

Pillar 3 deliverables:

• Legal note (part 1) summarizing the review of the existing legal/regulatory gap analysis conducted in the context of the pipeline of projects (which includes a list of measures identified to bridge the gaps), prioritizing the key measures needed to ensure the bankability of the projects identified under Pillar 1.

• Legal Note (part 2) detailing the concrete measures needed to address the gaps in the enabling environment affecting the pipeline of projects and as the case may be the enabling infrastructure identified under Pillar 1 (e.g. EPL issue).

• Tax note proposing and quantifying fiscal incentive design, informed by the review of the targeted fiscal incentives such as tax benefits and customs exemptions as the case may be designed to attract investment and accelerate project deployment and other required measures as applicable to close the viability gap of the pipeline identified under Pillar 1.

• Industry note to provide guidance on measures needed to enhance the participation of the local firms in the value chains of the projects identified under Pillar 1 and associated job creation as well as social economic spillovers.

• Pillar 4: Monitoring, Evaluation & Knowledge Management

Map CIF IDP impact indicators determining baseline and prospective outcomes based on CIF IDP with the objective to enable the GRN to effectively track greenhouse gas (GHG) reductions, private capital mobilization, job creation, and socio-economic co-benefits, ensuring alignment with CIF IDP monitoring requirements and international best practice standards.

Pillar 4 deliverables:

• Draft result framework to track the CIF IDP indicators for the pipeline of projects identified under Pillar 1 (and associated enabling infrastructure) including baseline data (to be collected under Pillar 1 data-room).

See attached detailed Terms of Reference (ToR).

• INVITATION

EIF hereby invites eligible consulting firms (“Consultants”) to submit Expressions of Interest (EOI) for the provision of the above-mentioned Services. Interested, and registered Consultancy Firms should provide information demonstrating that they have the required technical capabilities, managerial capabilities, qualifications and relevant experience to perform the Services to be shortlisted for further engagement on the Socio Economic and E