This project was approved in the context of the Bank's response to the COVID-19 pandemic. To avoid delays to the delivery of this project, the Bank's President granted a deviation from the ordinary timelines for PSD disclosure, as contemplated by Section V of the Directive on Access to Information. Details of the Bank's response to COVID19, and this deviation, can be found on our website.
The EBRD provides a senior debt financing to TPay Mobile FZ LLC ("TPay") for the acquisition of a Turkish fintech company namely Trend Odeme Kurulusu A.S. ("Payguru"). The project is consistent with the Bank's Strategy for Turkey (BDS/TU/19-01F) and the Bank's ICT Sector Strategy (BDS19-224/F).
The acquisiton will support the TPay's expansion in Turkey. Payguru is predominantly a mobile payment provider but operates also as a payments' transfer platform.
ETI score: null
The SME Direct Finance Framework (DFF SME) primarily targets the "Competitive" quality by helping SMEs to restructure and become more efficient or professional. Sub-projects can target any of the other transition qualities as the secondary objective. This Project contributes to the "Competitive" and "Well-governed" qualities.
TPAY MOBILE FZ LLC
TPay Mobile FZ LLC is a direct carrier billing provider operating in the MENA region. TPay acts as the consolidating entity of the Group, which operates in 16+ countries, predominantly in Egypt and UAE (including six EBRD countries of operation) via 34+ telecom operators through partnerships with 160+ merchants.TPay is majority owned (76 per cent) by Helios Investment Partners LLP, A15 Holding B.V. (18.5 per cent) and its management and directors (5.5 per cent).
EBRD Finance Summary
Total Project Cost
Financing structure - Small and asset-light companies usually have limited access to reasonable financing terms, whereas the EBRD provides a reasonable structure allowing the Company enough flexibility in terms of cash management.
Risk mitigation - There is a strong signalling effect that the EBRD's presence sends to existing and potential clients in the ICT sector and will serve as a risk mitigating factor against regulatory and/or political risks.
Standard Setting - The Company already significantly benefits from the EBRD expertise in structuring and covenants negotiation. This will formalise the Company's financial forecast planning with regards to defining key performance indicators.
Environmental and Social Summary
Categorised C under the 2014 Environmental and Social Policy. The Environmental and Social Due Diligence (ESDD) has been carried out based on EBRD Environment and Sustainability Department's review of the completed Environmental and Social (E&S) Questionnaire and follow up with the client. The ESDD confirmed that E&S issues associated with TPay's acquisition of Payguru are limited. The company has human resources and occupational health and safety policies in compliance with national law and in line with EBRD Performance Requrement (PR) 2 and PR 4. The project is not associated with labour restructuring associated with the acquisition. The client is required to ensure that the project complies with EBRD PRs as well as to submit an annual environmental and social report to the Bank. The project has no component relating to the Green Economy Transition.
Technical Cooperation and Grant Financing
PSD last updated
29 Sep 2020
Further information regarding the EBRD’s approach to measuring transition impact is available here.
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Environmental and Social Policy (ESP)
The ESP and the associated Performance Requirements (PRs) set out the ways in which the EBRD implements its commitment to promoting “environmentally sound and sustainable development”. The ESP and the PRs include specific provisions for clients to comply with the applicable requirements of national laws on public information and consultation as well as to establish a grievance mechanism to receive and facilitate resolution of stakeholders’ concerns and grievances, in particular, about environmental and social performance of the client and the project. Proportionate to the nature and scale of a project’s environmental and social risks and impacts, the EBRD additionally requires its clients to disclose information, as appropriate, about the risks and impacts arising from projects or to undertake meaningful consultation with stakeholders and consider and respond to their feedback.
More information on the EBRD’s practices in this regard is set out in the ESP.
Integrity and Compliance
The EBRD's Office of the Chief Compliance Officer (OCCO) promotes good governance and ensures that the highest standards of integrity are applied to all activities of the Bank in accordance with international best practice. Integrity due diligence is conducted on all Bank clients to ensure that projects do not present unacceptable integrity or reputational risks to the Bank. The Bank believes that identifying and resolving issues at the project assessment approval stages is the most effective means of ensuring the integrity of Bank transactions. OCCO plays a key role in these protective efforts, and also helps to monitor integrity risks in projects post-investment.
OCCO is also responsible for investigating allegations of fraud, corruption and misconduct in EBRD-financed projects. Anyone, both within or outside the Bank, who suspects fraud or corruption should submit a written report to the Chief Compliance Officer by email to email@example.com. All matters reported will be handled by OCCO for follow-up. All reports, including anonymous ones, will be reviewed. Reports can be made in any language of the Bank or of the Bank's countries of operation. The information provided must be made in good faith.
Access to Information Policy (AIP)
The AIP sets out how the EBRD discloses information and consults with its stakeholders so as to promote better awareness and understanding of its strategies, policies and operations following its entry into force on 1 January 2020. Please visit the Access to Information Policy page to find out what information is available from the EBRD website.
Specific requests for information can be made using the EBRD Enquiries form.
Independent Project Accountability Mechanism (IPAM)
If efforts to address environmental, social or public disclosure concerns with the Client or the Bank are unsuccessful (e.g. through the Client’s Project-level grievance mechanism or through direct engagement with Bank management), individuals and organisations may seek to address their concerns through the EBRD’s Independent Project Accountability Mechanism (IPAM).
IPAM independently reviews Project issues that are believed to have caused (or to be likely to cause) harm. The purpose of the Mechanism is: to support dialogue between Project stakeholders to resolve environmental, social and public disclosure issues; to determine whether the Bank has complied with its Environmental and Social Policy or Project-specific provisions of its Access to Information Policy; and where applicable, to address any existing non-compliance with these policies, while preventing future non-compliance by the Bank.
Please visit the Independent Project Accountability Mechanism webpage to find out more about IPAM and its mandate; how to submit a Request for review; or contact IPAM via email firstname.lastname@example.org to get guidance and more information on IPAM and how to submit a request.