Small Business Initiative: Investment Preparation for EU4Business - Legal Services

Location:

Ukraine

Business sector:

Agribusiness, Telecoms, informatics and media, , Other, , , , Transport, , Sustainable Resources and Climate Change, , Natural resources, Power and energy

Project number:

65877

Funding source:

Not Yet Determined

Contract type:

Consultancy Services

Notice type:

Invitation for expressions of interest (CSU)

Issue date:

02 Sep 2016

Closing date:

26 Sep 2016   at  23:59   London

Access eSelection

Programme Description:

Small and medium-sized enterprises ("SMEs") constitute a significant share in the total legal entities in Ukraine. They make a considerable contribution to job creation and of a value added to the GDP. However, the SME segment in Ukraine has been facing structural problems. Since 2014 local banks have substantially reduced their lending appetite, as a result of which availability of debt and equity financing for SMEs has become extremely limited. At the same time Ukrainian SMEs lack understanding of the standards and procedures they would need to comply with the EU standards, and need to modernise their production processes and adopt new technologies and international best practices in order to compete successfully.

In light of the challenges facing Ukrainian SMEs, the European Bank for Reconstruction and Development ("EBRD" or the "Bank") seeks to enhance their competitiveness by providing access to advisory services covering a wide range of areas, by increasing their access to finance through improved bankability and by financing directly those SMEs that have the greatest growth potential (the "Programme").

The expected outcome of the Programme is that up to 50 SMEs in Ukraine will benefit from the EBRD's direct financing.

The EBRD now wishes to engage consultants to assist with the project implementation activities as well as post-investment assistance.

Framework Agreements for the Programme

The Bank intends to enter into Framework Agreements with at least five consultants (the "Framework Consultants" or the "Consultants") to enable the Bank to call upon a shortlist of pre-qualified firms from which it can quickly and efficiently obtain reliable services. The Framework Contract will establish, in advance, fee rates for experts, contract terms and agreements, and procedures that will govern individual assignments (the "Assignments" or "Call-offs") to be required to implement the Programme. Under these Framework Agreements, the Bank will have the option, but not the obligation, to place individual Assignments with the selected Framework Consultants.

Framework Consultants will be selected for individual Assignments in accordance with EBRD's Procurement Policies and Rules (PP&R). The Bank may send to the Framework Consultant(s) specific Terms of Reference for the Assignment (Specific ToR). The Specific ToR will include a description of the tasks to be performed, time-schedules and reporting instructions. The Framework Consultant(s) should respond by sending to the Bank a technical and financial proposal for the Assignment together with details of the Expert(s) proposed to carry out the work. The Bank will then assess the response(s) and – subject to successful negotiations - issue a call-off notice (Call-Off Notice) for the individual Assignment to the selected Framework Consultant.

Description of Individual Assignments (Call-offs)

Consultancy services for individual Assignments are expected to include, but not be limited to, the following:

  • Conduct a 'corporate check' of the SME and any proposed guarantors/sureties, including a review of their Charter and other foundation documents and minutes of meetings of directors/management.
  • Confirm the validity of all required corporate and governmental authorisations, permits, approvals, licences, filings and registrations necessary for the validity of the financing and project agreements (including the security documents), the carrying out of the investment project and current activities of the SME.
  • Identify any corporate registration, permits, approvals, licences, or other statutory or regulatory requirement that are necessary to ensure the SME can carry out its activities.
  • Review project agreements (including, without limitation, bank account agreements, equipment purchase contract(s), construction contracts, etc.) or any other material contracts.
  • Review the term sheet describing the principal terms of the investment project and advise on the structure of the transaction as well as proposed security and any other related matters.
  • Draft, review and assist in negotiating all financing agreements, including a loan agreement, a deed of guarantee and project support, a subordination deed, security documents (such as immovable mortgages, movables pledges, share pledges, bank account pledges, etc.) and any ancillary documentation related thereto.
  • Review other financing agreements (including a letter of information from the SME and raise any issues arising from its content or omissions).
  • Monitor the perfection of all security interests to be created in favour of the Bank and provide security data sheets detailing security interests and collateral property.
  • Provide all necessary legal advice under English and Ukrainian law in relation to the legal documentation, the project structure and the proposed contractual arrangements and any other related matters.
  • Manage and coordinate the transaction, including arranging the execution of the financing agreements and checking and confirming to the Bank compliance with conditions precedent.
  • Provide legal opinions under the laws of England and Ukraine.

Status of Selection Process: Interested firms or groups of firms are hereby invited to submit expressions of interest.

Programme Start Date and Duration: The Programme started in April 2016, and the Framework Consultants are needed to commence services as soon as the Framework Agreements are concluded. The selected Framework Consultants will be engaged via Framework Agreements with a validity period of up to four years.

Cost Estimate for the Programme and Assignments: The cost estimate for individual Assignments will vary depending on their specific scope, but individual budgets are expected to be up to EUR 75,000 (exclusive of VAT).

The Consultant must determine whether any VAT would be chargeable on the services and the basis for that determination, without taking into consideration the special status of the Bank as an IFI and state this to the Bank in their response to the Invitation for Expressions of Interest. To the extent that a Consultant incurs input VAT on goods and services purchased in connection with the provision of services (e.g. VAT on airline ticket) which is not otherwise recoverable by the consultant from the local tax authority, the gross cost to the consultant of such expenses shall be treated as a reimbursable expense.

Funding Source: This Programme is expected to be funded by the European Union represented by the European Commission under the "EU4Business: Network of Business Centres in Ukraine" facility.

Eligibility: There are no eligibility restrictions.

Framework Consultant Profile: Corporate services are required. The Consultant will be a firm or a group of firms with a relevant experience in legal services, in particular in banking and finance. The Consultant will have to have an established expertise in Ukraine. The Consultant's experience in working with other IFIs would be an additional asset.

The Consultant's expert team is expected to include Key Experts as follows:

a) Partner with preferably at least eight-ten years of previous legal experience.

b) Senior/Mid-level Associates with ideally at least six years of previous legal experience, preferably in banking and finance transactions, project finance, secured lending, syndicated loans and M&A.

c) Junior Associates with preferably at least two years of previous legal experience.

Submission Requirements: In order to determine the capability and experience of Consultants seeking to be shortlisted for the Programme, the information submitted should include the following:

1. Company/group of firms' profile, organisation and staffing.

2. Details of previous experience or similar assignments particularly undertaken in the past five years, including information on contract value, contracting entity/client, project location/country, duration (mm/yy to mm/yy), expert months provided (if different from duration), main activities, objectives.

3. CVs of key experts who could carry out the Assignments detailing qualifications, experience in similar assignments, particularly assignments undertaken in the past five years, including information on contracting entity/client, project location/country, duration (mm/yy to mm/yy), expert months provided, assignment budget, main activities, objectives.

4. Completed Consultant Declaration Form and Contact Sheet, the template for which is available from the following web-link:

http://www.ebrd.com/pages/workingwithus/procurement/notices/csu/contact_sheet.doc.

The above information should not exceed 15 pages excluding CVs and contact sheet.

Expressions of Interest should be submitted in English electronically through eSelection, to reach the Bank no later than the closing date. The complete expression of interest (including cover letter, CVs, declaration and contact sheet etc.) shall be one file (pdf) to be uploaded to eSelection. The EBRD reserves the right to reject applications of experts submitting more than one file. Only if the permissible file size (4 MB) is exceeded, the Consultant may split the expression of interest into further files.

Bank Contact Person:

Elena Kolodiy

Technical Co-operation

European Bank for Reconstruction and Development

One Exchange Square

London EC2A 2JN

Tel: + 44 20 7338 6765

e-mail: kolodiyo@ebrd.com (submissions should be sent through eSelection and NOT to this email address)

Notes:

1. Following this invitation for expressions of interest, a shortlist of qualified firms will be formally invited to submit proposals.

2. The evaluation criteria are:

a) Firm’s relevant experience in providing legal services, in particular in banking and finance – 30%.

b) Firm's local expertise – 20%

c) Calibre of the Key Experts – 30%

d) Ukrainian and/or Russian language knowledge – 10%

e) Firm’s previous experience with IFIs – 10%