Transaction Advisory Services for Bank of Industry Privatization

REQUEST FOR EXPRESSIONS OF INTEREST

Federal Ministry of Trade & Investment and the Bureau of Public Enterprises (BPE)

In collaboration with

The Federal Ministry of Finance

Public Private Partnership (PPP) Project

Transaction Advisory Services for the Privatization of Bank of Industry (BOI)

The Federal Government of Nigeria (FGN) has received financing from the World Bank (International Development Association (IDA)) toward the cost of the Public Private Partnership (PPP) Project and intends to apply part of the proceeds for consulting services. The consulting services are Transaction Advisory services for the Privatization of Bank of Industry (BOI). The Transaction Advisers to be selected are to assist the FGN to privatize the Bank of Industry with all its branches across the country. Details regarding BoI's operations and history is detailed below and can also be found on the bank's website at: www.boinigeria.com

The Bank of Industry (BoI) Limited was established in October 2001 following the reconstruction of a Nigerian development finance institution, the Nigerian Development Bank Limited (NIDB). The NIDB was established in 1964 under the guidelines of the World Bank with the International Finance Corporation (IFC) holding 75% equity with a total capitalization of N2m. The core mandates of BoI are to provide financial assistance to entrepreneurs for the establishment of large, medium and small projects, as well as expansion, diversification and modernization ofexisting enterprises; and rehabilitation of ailing industries.

The Bank operates from seven locations, Lagos (Head office) and its zonal offices in Abuja, Akure, Asaba, Aba, Bauchi and Kaduna. BoI has a number of subsidiaries including:

• BoI Investment & Trust Company Limited (BoI-ITC) established in 1987 and registered with the Securities & Exchange Commission (SEC) as capital market operators to function as Trustee, Registrar and Fund/ Portfolio Managers; it is also registered with Central Bank of Nigeria as a finance company;

• IDIB Limited offers services in the area of insurance placementand consultancy;

• Lecon Financial Services Limited – A Company engaged in leasingservices to all sectors of the Nigerian economy.

The main objectives of the consultancy is to provide advice, policy options and support to the Federal Government of Nigeria for the restructuring of BOI and selection of core investor(s) to take majority stake in the enterprise. The assignment is for a period of 12 – 13 months and the Advisers are expected to:

• Prepare BOI for privatization by providing advice and support for the restructuring of the bank;

• Provide the requisite advice and support required for the FGN to implement the privatization of BOI in a manner consistent with relevant nationalpolicies and laws and international best practices; and,

• Provide advice and transaction support for the privatization process so that BOI can be sold to reputable investor(s).

The scope of work for this assignment is in three (3) phases as follows:-

Phase 1:- Due diligence, short term restructuring plan development, and development of a privatization strategy plan:-

The Adviser's tasks for this phaseshall include but not limited to:

a. Review of issues related to the existing legal and regulatory framework for BOI, identifying gaps, if any, and how to remedy the situation to allow for private participation in the ownership and management of the enterprise;

a) Assess any provisions in the existing laws, policies which limit or impose a burden on the proposed privatisation of BoI;

b) Prepare an assessment of the needs of BOI for additional capital from the FGN to bring its capitalization to at least a 10%capital adequacy ratio (CAR - calculated using CBN commercial bank regulations).

Phase 2:- Identification and selection of qualified investors – The Advisers shall:-

• Assist in preparing and implementing the privatization

process, including all documentations required for the

appointment of the potential investor in accordance with international best practice.

• With agreement of the FGN/National Privatization Council, establish ashort list of investors to be invited to conduct due diligence on BoI;

Co-ordinate and facilitate the execution of due diligence by potential strategic and/or financial investors, including

• management of the BoI data room and meetings between potential investors and BoI management and responsible FGN officials;

Phase 3:- Negotiation and Contract Close: - The Advisers in this phase shall:

• Assist and advise the FGN in negotiation and closing of a transactionwith strategic and/or financial investor(s), including negotiation ofthe final share transfer agreement, shareholder agreement, and investment agreement;

• Take all other actions as required to complete the sale of a majority of BoI in a lawfulmanner.

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The Federal Ministry of Trade & Investment and the Bureau of Public Enterprises (BPE) in collaboration with the Federal Ministry of Finance 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 theServices.

Submission of Expression of Interest (EOI):

Prospective Advisers should submit Expression of Interest detailing the following information as basis for short listing:

• Profile of firm/consortiumincluding ownership structure and role of each corporate entity with full contact details of each firm;

• Details of directexperience advising governments in the restructuring and Privatization transactions, particularly in thefinancial sector;

• International track record of successful closing of Privatizations, particularly in the financial sector;

• Description of roles played in at leastfive (5) industrial/banking privatization transactions closed in emerging markets during the past seven (7) years (at least one of which should be in the past three (3) years);

• Relevant experience in privatization ofindustrial Banks/facility;

• Copies of unabridged financial reports for the last 3years

• Experience working in Nigeria and/or sub-Saharan Africa;

The attention of interested Consultants is drawn to paragraph 1.9 of the World Bank's Guidelines: Selection and Employment of Consultantsunder IBRD Loans and IDA Credits & Grants by World Bank Borrower, Revised January 2011.

Consultants may associate with other firms in the form of a joint venture or a sub consultancy toenhance their qualifications. A Consultant will be selected in accordance with the Quality and Cost Based Selection Method set out in the Consultant Guidelines.

Further information can be obtained at the address below during office hours 9.00 am to 4.00 pm, Monday through Friday (except public holidays) from Dr. Vincent O. Akpotaire, Tel: +234 803 844 5006, E-mail: [email protected] AND Mr. Nelson T. Hundumofore, Tel: +234-803-787-0944; E-mail: [email protected]

Expressions of interest must be delivered in a written form to the address below in person, or bymail, not later than 3:00pm on Monday, July 14, 2014.

The Director General

Bureau of Public Enterprises

Hamza Zayyad House, 1 Osun Crescent,

Off Ibrahim Babangida Way, Maitama Abuja, Nigeria

Attention:

Dr. VincentO. Akpotaire (Ag. Director, National Facilities & Agricultural Department)

Tel: +234 803 844 5006

• Only short-listed Consultants will be contacted.