Sofia airport: SOF Connect equity

Location:

Bulgaria

Project number:

52749

Business sector:

Transport

Notice type:

Private

Environmental category:

B

Approval date:

09 Jun 2021

Status:

Signed

PSD disclosed:

09 Aug 2021

As permitted by paragraph 2.6 of Section III of the Access to Information Policy, disclosure of this PSD was deferred in accordance with paragraph 1.4.4 of the Directive on Access to Information.

Project Description

The Project involves an equity co-investment via Meridiam Co-Investment Infrastructure Eastern Europe SLP managed by Meridiam SAS ("Meridiam") to acquire an indirect minority equity stake in SOF Connect AD (the "Company"), a limited liability company established in Bulgaria for the purposes of operations and management of Sofia Airport on the basis of the Concession agreement with the Government. The investment is alongside Meridiam Infrastructure Europe III and Meridiam Infrastructure Eastern Europe III ("Meridiam Funds"), which are already indirect shareholders of the Company.

Project Objectives

The Bank's financing would support expansion of the private sector participation in the infrastructure sector in Bulgaria. Meridiam is one of the few infrastructure funds actively pursuing investment opportunities in this region. Through this equity investment, the Bank will contribute to and support Meridiam's ambition to make Sofia Airport a pilot for sustainability, leveraging the opportunity for capex and operational upgrade. The Bank's investment may also have a demonstration impact and help to attract other infrastructure investment funds to the region.

Transition Impact

ETI score: 100

The Project builds on the ongoing transition objectives of the Meridiam Funds and is given a PTI 100.

The expected transition impact of the project is derived from:

(i) promoting the development of privately managed infrastructure in the EBRD's CoOs, where construction and operation of airports continues to be dominated by the public sector (Competitive quality);

(ii) delivering significant operational improvements and sustainability to the airport business model when privately managed, thus having a significant demonstration effect on neighbouring countries to continue developing their plans for similar PPP programmes (Resilient quality).

Client Information

MERIDIAM INFRASTRUCTURE EASTERN EUROPE III SLP

MERIDIAM EASTERN EUROPE INVESTMENTS SAS

Meridiam is an independent investment Benefit Corporation under French law and an asset manager. It specializes in the development, financing and management of long-term and sustainable public infrastructure projects in three sectors: mobility of people and goods, energy transition and environment and social infrastructure. Meridiam currently manages USD 8 billion of assets, with USD 70 billion deployed since its creation in 2005.

EBRD Finance Summary

EUR 74,164,928.00

EBRD's investment is of up to EUR 74,300,000.

Total Project Cost

EUR 74,164,928.00

Additionality

The Bank's investment will bridge the funding gap, which resulted from the reduced lenders' risk appetite on the back of Covid. Moreover, the Bank's experience in financing large-scale concession projects will mitigate the associated non-financial risks, and improving Sofia Airport's climate governance.

Environmental and Social Summary

Categorised B (2019 ESP). The Project involves equity provision to Meridiam Co-Investment Infrastructure Eastern Europe for the benefit of SOF Connect, a limited liability company established in Bulgaria for the purposes of operations and management of Sofia Airport on the basis of the Concession Agreement and managed by Meridiam, the Sponsor. SOF Connect will be required to operate in line with EBRD Performance Requirements ("PRs"). The airport's operations and the related Concession Agreement were subject to an independent E&S Due Diligence ("ESDD") in 2020. The ESDD confirmed that the environmental and social impacts related to operation of the airport to be site-specific and managed through application of good international practice. The equity investment is not associated directly with any Capex investment in the short term, but in the long term specific capex investments at SOF Connect level will require dedicated assessment against EBRD PRs. The concessionaire has the institutional capacity to comply with EBRD's PRs and has already commenced implementation of the Environmental and Social Management Plan ("ESMP") and strengthening of airport's Environmental, Health and Safety ("EHS") team with plans for certification by 2022 (as per the Concession Agreement). The ESDD has concluded that current airport operations are aligned with national and EU requirements. It is understood however that the Airport Masterplan under current development might need to undergo an EIA process in the future and specific Capex projects in the future will be subject to separate, dedicated assessments. A detailed Environmental and Social Action Plan was agreed in 2020 for the Bank's debt project and is applicable to this equity project.

The airport currently employs circa 2,200 staff and current operator's HR provisions are in line with local requirements and comply with PR 2. Furthermore, in line with EBRD Performance Requirements, the Concessionaire will have to comply with the provisions of the Concession Agreement if the workforce structure is altered. In such circumstances, EBRD's PR2 requires from the Borrower the development of a detailed plan and consultation process with registered trade unions and individual employees. Further PR2 requirements relating to improvements to HR management are covenanted in the ESAP.

A Non-Technical Summary ("NTS") of the Project and a corporate Stakeholder Engagement Plan ("SEP") has been prepared and was disclosed on the SOF Airport's Website. The detailed ESAP agreed in 2020 is applicable to this Project and covers requirements to prepare an overarching ESMS including E&S management plans and update the Occupational Health and Safety ("OHS") management system; undertake appropriate E&S due diligence of any future development plans to EBRD's requirements including preparation of land acquisition documents; update HR policies to include provision of Grievance Mechanism, improve energy efficiency; assess historical land contamination, biodiversity assessment of the nearby SPA, third party life and fire safety audit and preparation of project- specific SEPs for future developments at the airport. The Bank will monitor environmental and social compliance of the Client through annual environmental and social reports ("AESRs") and site visits as required.

Technical Cooperation and Grant Financing

The following technical cooperation (the "TC") assignments were undertaken for the Grantor and related to early development phases of this project:

A total of EUR 1.77 million in support of the project preparation work including: (i) EUR 0.31 million from the EBRD IPPF; (ii) EUR 0.95 million from the World Bank Global Infrastructure Facility ("GIF") mobilised by both EBRD and International Finance Corporation (IFC); and (iii) EUR 0.51 million in financial and transaction advisory services from IFC. EBRD procured and funded legal consultancy services while IFC covered the technical, environmental and social advisory services. Under the terms of IPPF's reimbursability policy, the full amount of TC has been repaid to the Bank at the time of signing the concession agreement. EBRD was not involved in the decision-making process of the Grantor.

Company Contact Information

Iliya Kardashliev
i.kardashliev@sof-connect.com
+35929372021
www.sofia-airport.bg
1 Christopher Columbus Blvd. 1540 Sofia, Bulgaria

PSD last updated

09 Aug 2021

Understanding Transition

Further information regarding the EBRD’s approach to measuring transition impact is available here.

Business opportunities

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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 compliance@ebrd.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 ipam@ebrd.com to get guidance and more information on IPAM and how to submit a request.

 

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