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1. The African Development Bank (the “Bank”) hereby invites individual consultants to submit their proposals in respect of the following consultancy assignment: “Selection of one Public-Private Partnership (PPP)/ Advisory Services Legal Consultant – Private Sector Operations Division, Legal Department (PGCL.2)”. NB: to participate in this request for proposals you need to be a national of one of AfDB Member Countries (https://www.afdb.org/en/about-us/corporate-information/members/).
2. The General Counsel and Legal Services Department (PGCL) provides legal services to the statutory organs of the African Development Bank Group. In addition, PGCL provides legal advice on the administration, operations and financial activities of the Bank. PGCL also ensures that the Bank’s activities and operations are consistent with the constitutive documents and other legal instruments of the Bank, its policies, the relevant norms and principles of international and commercial law, as well as the best practices of international development banking. The principal objectives of the Private Sector Operations Division (PGCL.2) of the Legal Department are to handle private sector and other nonsovereign transactions and support the work of the Bank regarding the private sector and the financial sector as well as special operations. These transactions comprise principally non-sovereign loans, guarantees, project finance transactions, syndicated loans including A-B loans, trade finance, private equity and direct equity investments, amongst others.
3. Pursuant to the Bank’s Policy on Non-Sovereign Operations, the Bank may provide advisory services to its Regional Member Countries (RMCs) in a number of areas including (but are not limited to) project preparation and financing strategy.
4. In January 2022, the Bank adopted its PPP Strategic Framework. The support provided by the Bank to its RMCs consists of three strategic pillars: (1) Pillar 1 – Strengthening PPP enabling environments (support in developing PPP laws, policies and regulations, establishment of PPP institutions, strengthening public sector capacity and identification of potential PPPs etc.); (2) Pillar 2 – Project preparation and transaction advisory (support in the structuring and development of PPP projects); and (3) Pillar 3 – Financing of PPPs.
5. PGCL.2 is seeking one (1) PPP/ Advisory Services Legal Consultant, who will work under the direct supervision of the Division Manager, Private Sector Operations (PGCL.2) and/or the PGCL.2 Legal Officer(s) designated by the latter. The Legal Consultant will mainly provide her/ his support in respect of PPP and project finance transactions as well as advisory mandates to be entered into with Regional Member Countries. In addition to the foregoing, the Legal Consultant will assist the Division Team in achieving its Work Program and perform, among others, the following activities in connection with the Private Sector activities of the Bank:
▪ conducting legal due diligence on proposed transactions including the review of, among others, project documents and agreements (e.g. development or construction contracts, supply agreements, concession agreements, joint-venture agreements etc.), constitutive documents of proposed borrowers/investee companies and funds (e.g. corporate documents, shareholders’ agreements, management agreements etc.) as well as legal and regulatory requirements;
▪ drafting and/or reviewing, negotiating and finalising all legal documentation relevant to Bank’s lending and other investments, including (without limitation) term sheets, loan agreements, lines of credit agreements, common terms agreements, guarantee agreements, participation agreements etc., depending on the nature of the project and the type of investment from time to time concerned;
▪ advising on transaction structure and documentation for private equity investments by the Bank to ensure compliance with Bank’s policies and practice as well as applicable laws including drafting and/or reviewing shareholders’ agreements, partnership agreements, management agreements, coinvestment agreements, subscription agreements etc.; ▪ advising on transaction structure and deal documentation for project finance, trade finance, corporate finance etc.;
▪ liaising and collaborating with staff in private sector operations, finance, environmental and social complexes and regional centres to develop the appropriate terms and conditions of transactions, ensuring compliance with applicable rules, regulations and Bank’s policies;
▪ participating in project appraisal missions and reviewing project concept notes, project appraisal reports and advising as appropriate;
▪ drafting board resolutions and assisting in preparing projects for presentation to the Board of Directors;
▪ providing legal support for the implementation and monitoring of projects post-financial close including advising on waiver requests, consents and approvals and project work-outs amongst others;
▪ liaising with co-lenders/investors, partners and external counsel as appropriate;
▪ undertaking any other missions in the performance of the foregoing tasks;
▪ provide legal input in connection with the formulation of policy and guidelines in private sector operations; and
▪ performing such other assignments and duties in furtherance of the Department’s mandate as may be assigned by the General Counsel, the PGCL.2 Manager and/or the PGCL.2 Legal Officer(s) designated by the latter.
6. The Bank hereby invites individual consultants interested in applying for the consultancy to submit their proposals pursuant to paragraph 13 below. Proposals must mention/ refer to “Selection of one PublicPrivate Partnership (PPP)/ Advisory Services Legal Consultant – Private Sector Operations Division, Legal Department (PGCL.2)” and include the following documentation:
(i) a short statement commenting on the consulting assignment, stating the consultant’s relevant experience and capacity to perform the services set out therein and confirming her/his availability for the period between September 2022 (indicatively) and June 2023; and
(ii) a detailed Curriculum Vitae (CV).
7. The consultants should meet the following qualifications and requirements:
▪ (i) at least a Master’s degree in Law (or its equivalent), or a first university degree plus a relevant combination of academic qualification in Law (e.g. Juris Doctor (JD)) and (ii) admission to the Bar of (or diploma to practice law in) one of the African Development Bank’s Member Countries;
▪ at least 5 years of relevant professional experience with an established law firm and/or the legal department of a private or public entity or an international financial institution or a multilateral development bank, with proven technical competence and experience in public-private partnerships and international banking transactions (i.e. PPPs and project finance transactions);
▪ excellent negotiation skills and demonstrated ability to work under pressure and deliver within tight deadlines;
▪ possess a versatile multi-disciplinary skills-set, an ability to work in a multi-cultural environment and effective communication, team building, inter-personal, writing and analytical skills; ▪ ability to communicate, write and work in English or in French language is mandatory, preferably with a working knowledge of the other language;
▪ preferably, experience with, or to act on behalf of, multilateral development banks (MDBs) and/or international financial institutions (IFIs);
▪ preferably, knowledge of the Region (experience in African countries); and
▪ IT competence in the use of standard software such as MSWord, Power Point, Excel and Internet Explorer.
8. This Request for Proposals does not constitute in any way an offer or an undertaking by the Bank to retain any consultant who submits a proposal. It is expected that interested consultants shall already be registered or register in the Bank’s database for consultants. The link to the relevant registration is https://www.afdb.org/fr/projects-and-operations/procurement/consultancy-services-e-consultant/.
9. The services are indicatively expected to be provided as from September 2022 up to the end of June 2023.
10. The consultancy will take place in Abidjan (Côte d’Ivoire); missions may also be required. The Legal Consultant shall take steps to obtain the visas or certificates of residence required to perform his/her duties and fulfill his/her obligations under the consultancy agreement; the Bank will assist the Legal Consultant in these tasks whenever necessary.
11. The Legal Consultant will receive a monthly lump sum commensurate with his/her experience; no additional benefits will be paid. The Legal Consultant is responsible for her/his own health insurance as well as medical and accommodation costs during the consultancy. The Bank will cover full costs of any required missions in accordance with its rules governing consultant mission travel.
12. The proposals submitted shall be evaluated on the basis of the following criteria:
(i) general qualifications and suitability of such qualifications for the assignment described above (25%)
(ii) relevant experience in the specific tasks described in the assignment (35%)
(iii) ability to communicate effectively (written and oral) in English and/or French language, preferably with a working knowledge of the other language (20%)
(iv) experience with MDBs and/or IFIs (10%)
(v) knowledge and experience of the region (Africa) (5%)
(vi) familiarity with basic office computer software (5%)
Only proposals scoring sixty-five percent (65%) or above shall be considered for this assignment.
13. Proposals must be sent via e-mail and received by the Bank by no later than Monday 08 August 2022, 17:00 hours, Abidjan time, to the attention of Mr. Alessandro ANASTASI, Acting Manager PGCL.2 (a.anastasi@afdb.org), Ms. Frances OKOSI, Chief Legal Counsel (f.okosi@afdb.org), Mr. Ayoub EDDAIRA, Principal Legal Counsel (a.eddaira@afdb.org), copy to Mr. Tokou Landry ASSEMIEN (t.assemien@afdb.org), and mention “Selection of one Public-Private Partnership (PPP) Legal Consultant – Private Sector Operations Division, Legal Department (PGCL.2)”.
