TERMS OF REFERENCE FOR THE SELECTION OF TRANSACTION ADVISOR

FOR THE EXPANSION OF CAPITAL BASE, VALUATION OF SHARES AND

CAPITAL RESTRUCTURING FOR THE ECOWAS BANK FOR INVESTMENT AND
DEVELOPMENT (EBID)

Deadline for receipt of tenders: March 31, 2021 at 4:00 p.m. GMT
SUMMARY

I. General Presentation of EBID……………………………………………….…….….2

II. Scope of the Assignment ………...………………………………………….……3
III. Duration of the Mandate ……………………………………………………………....4
IV. Expected Deliverables ……………………………………………………………..…..4
V. Eligibility Criteria ………………………………………………………………. 4
VI. Evaluation Criteria …………………………………………………………….…... 4
VII. Content of Offers………………………………………………………………………...5
VIII. Presentation and Submission of Tenders…………………………………………….6
IX. Information……………………………………………………………....……………….7
X. Selection of Offers ……………………………………………………………………...7

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 I. GENERAL PRESENTATION OF EBID

The ECOWAS Bank for Investment and Development (EBID) is the financial arm of the
Economic Community of West African States (ECOWAS) comprising fifteen (15) Member
States namely, Benin, Burkina Faso, Cape Verde, Côte d’Ivoire, The Gambia, Ghana,
Guinea, Guinea-Bissau, Liberia, Mali, Niger, Nigeria, Senegal, Sierra Leone and Togo.

EBID emerged as a banking group (the EBID Group) after the transformation of the
erstwhile Fund for Cooperation, Compensation and Development of the Economic
Community of West African States (ECOWAS Fund) in 1999.

[The ECOWAS Fund was established in 1975 at the same time as the erstwhile
Executive Secretariat of the Economic Community of West African States (the
present ECOWAS Commission) and commenced operations in 1979].

ECOWAS Bank for Investment and Development (EBID) started operations in 1999 as a
holding company with two specialized subsidiaries:

• ECOWAS Regional Development Fund (ERDF) for financing the public sector
• ECOWAS Regional Investment Bank (ERIB) for financing the private sector

In 2006, the ECOWAS Authority of Heads of State and Government decided to reorganize
the EBID Group into one unified entity with two windows: one for promoting the private
sector and the other, for developing the public sector in order to extend the services of
the Bank to a wider range of stakeholders involved in sustainable economic development
activities and programs at national and regional levels.
The Bank has been operating under the new structure since January 2007.

The authorized capital of EBID is One Billion Units of Account (UA) consisting of One
Million (1,000,000) shares of nominal value thousand (1,000) UA. The called capital is in
the amount of UA 392,741,332 as at 31st December 2019.

The headquarters of the Bank is in Lomé, Togolese Republic.

➢ VISION

The vision of the Bank is to be the leading regional investment and development finance
bank in West Africa, a powerful financial institution for private sector promotion and
financing in the region and an effective an effective instrument for poverty alleviation,
wealth creation and job promotion for the well-being of the people of the region.

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 ➢ MISSION AND OBJECTIVES

The mission of EBID is to contribute towards creating the conditions capable of enhancing
the emergence of an economically strong, industrialized and prosperous West Africa that
is perfectly integrated both internally, and in the global economic system in order to
benefit from the opportunities offered by globalization.

By virtue of its Articles of Association, the Bank aims to:

• Contribute to attaining the objectives of the Community by supporting infrastructure

projects relating to regional integration or any other development projects in the
public and private sectors
• Assist in the development of the Community by funding special programs

➢ CORPORATE OBJECT

The corporate object of the EBID is to:

▪ Grant loans and guarantees for financing investment projects and programmes
for the economic and social development of Member States
▪ Mobilize resources within and outside the Community for the financing of its
investment projects and programmes
▪ Provide the technical assistance necessary within the community for the study,
preparation, financing and execution of development projects and programmes
▪ Receive and manage the portion of the Community Levy resources meant for
financing of Community development projects
▪ Manage any Community special funds relevant to its corporate object
▪ Carry out any commercial, industrial or agricultural activity, in as much as such
activity is secondary to its object

Within the scope of its corporate object, the Bank cooperates with national and sub-
regional development organizations operating within the Community. In the same vein, it
cooperates with other international organizations with similar aims and objectives and
other institutions involved in the development of the Community.

II. SCOPE OF THE ASSIGNMENT

EBID seeks the services of a Transaction Advisor (“Transaction Advisor” or “Consultant”)
to provide financial advisory services in connection with the expansion of its capital base
in order to bring on board non-regional shareholders. Additionally, the Transaction advisor
will be expected to undertake a valuation of shares of the Bank, propose optimal capital
restructuring of the Bank and provide recommendations as to the required capital injection
by the non-regional members.

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Specifically, the Transaction Advisor shall:
• review the current capital structure in line with the Bank’s Articles of Association
and establish an optimal capital structure for subscription by non-regional
members
• ascertain the market value of the Bank’s shares by undertaking an indicative
valuation of the shares of EBID using valuation approaches
• establish or propose new classification of shares in line with the Bank’s Articles of
Association
• develop a capital improvement plan to enhance a strong capital base in other to
withstand business risk
• propose any premium to be paid by non-regional members

III. DURATION OF THE MANDATE

The Transaction Advisor is expected to complete the assignment within a period of sixty
(60) days

IV. EXPECTED DELIVERABLES

At the end of its work, the Transaction Advisor should draft:
- a share valuation report; and
- a capital restructuring report.

V. ELIGIBILITY CRITERIA
Firms must meet the following criteria:
• Be a member or partner of an international network
• Demonstrate not less than 10 year of experience in corporate finance, business
valuation and capital market support
• Experience in executing projects of similar nature for financial development
financial institutions and commercial banks organizations with similar configuration
• The delivery team should include professionals who hold relevant professional
qualifications (CFA, CVA, ACCA etc.) and have extensive experience in the
development of models for DFIs and commercial banks in West Africa
• Be up to date with its tax and other statutory obligations
• bilingual technical staff (French / English)

VI. EVALUATION CRITERIA

The criteria and sub-criteria for evaluating the technical offer are as follows:

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 Firm’s experience…………………………………………………………………….. 20 pts
- General experience and international membership……………………….. 10 pts
- Experience with development banks and international institutions………… 10 pts

Methodology and work plan………………………………………………………. 55 pts

- Technical approach and methodology……………………………………… 40 pts
- Work schedule…………………………………………………………………. 15 pts
Qualification and competence of key personnel………………………………… 25 pts
- Team Leader (15 years and holder of CFA/ACCA/CA)…………………… 10 pts
- Financial Modeler/Analyst (12 years and holder of ACCA/CVA/CFA)…… 5 pts
- Business Advisor (10 years and degree in finance/economics/accounting) 5 pts
- Legal Expert (10 years in capital markets and advance degree in law)…… 5 pts

The minimum technical score required shall be 80 points out of 100.

VII. CONTENT OF OFFERS

The Technical Offer must include all the information necessary for its proper evaluation
including:
- the presentation of the firm (social form, addresses, location, fields of activity,
organization, professional references, belonging to a network, etc.)
- the proposed working methodology
- the timetable and deadlines for completion of work
- organization of the team, curricula vitae and copies of the officers' degrees
- the certificate certifying that the social security contributions have been paid
- the certificate constituting a fiscal discharge
- proof of affiliation to an international network

The financial offer will be presented less tax and will include:
- a transmittal or application letter
- a detailed financial proposal in the form of a quantitative estimate, an estimate or
a price list
In addition, the financial offer must include all fees (fees, reimbursable expenses and
other disbursements). The conditions of the contract concluded are not revisable during
the mandate.
EBID reserves the right to have all information verified and, if necessary, exclude any
tenderer who has provided incorrect or incomplete information.

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 VIII. PRESENTATION AND SUBMISSION OF TENDERS

The technical and financial offers must be in English (3 copies) and French (3 copies)
and presented in three (3) envelopes:
- one (1) outer envelope containing two inner envelopes
- a first closed and sealed inner envelope containing the technical proposal
- a second closed and sealed inner envelope containing the financial offer
The envelopes must be presented as follows:

• Outer envelope:

CALL FOR TENDERS FOR THE SELECTION OF TRANSACTION ADVISOR FOR

THE ECOWAS BANK FOR INVESTMENT AND DEVELOPMENT (EBID)

128, BOULEVARD DU 13 JANVIER

BP : 2704 Lomé – Togo

Tel.: (228) 22 21 68 64

• 1st inner envelope containing the technical offer:

“CALL FOR TENDERS FOR THE SELECTION OF TRANSACTION ADVISOR FOR

THE ECOWAS BANK FOR INVESTMENT AND DEVELOPMENT (EBID)

TECHNICAL OFFER

TO BE OPENED ONLY DURING THE OPENING OF BIDS SESSION "

• 2nd inner envelope containing the financial offer:

“CALL FOR TENDERS FOR THE SELECTION OF TRANSACTION ADVISOR FOR

THE ECOWAS BANK FOR INVESTMENT AND DEVELOPMENT (EBID)

FINANCIAL OFFER

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 TO BE OPENED ONLY DURING THE ANALYSIS OF FINANCIAL OFFERS
SESSION "

Only financial offers from bidders who would have obtained the minimum technical
score required of 80 points out of 100 shall be opened.
Firms submitting their tenders directly to the Bank must clearly state (name, surname,
date and signature of the applicant) on the form provided for this purpose. No offer will be
accepted after the deadline.

IX. INFORMATION
Any potential bidder wishing to obtain clarification of the terms of reference or information
deemed necessary for the writing of the tenders may apply in writing at least seven (7)
days before the closing date for the tenders to:
Director of Finance and Accounting Department
Tel.: (228) 22 21 68 64, Fax.: (228) 22 21 86 84
Email: svanderpuye@bidc-ebid.org
OR
Head of Treasury Division
Tel.: (228) 22 21 68 64, Fax. : (228) 22 21 86 84
Email: aamankwah@bidc-ebid.org

Any request received will be answered in writing. A copy of this response (including the
question asked, but without identification of its origin) will be sent to all potential bidders
who have requested the terms of reference.

X. SELECTION OF OFFERS
The selection will be based on technical quality and cost and following the EBID
procurement procedures.
Bidders who would have obtained the required minimum technical score of 80 points out
of 100 will be ranked in order of merit for the purpose of opening and analysing financial
offers.
The three bidders with the best overall score will be ranked in order of merit for the
purpose of final negotiation.
Other participants not selected will be informed by mail.