Icp Teaser Border Control R

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STRICTLY PRIVATE & CONFIDENTIAL

AUGUST 2009

ICP AFRICA INFRASTRUCTURE LIMITED Summary •

ICP Africa Infrastructure Limited (“ICP” or the “Company”), a private entity incorporated in Mauritius, has been established to invest in infrastructure opportunities in Africa with an initial focus towards southern and eastern Africa.



The objective of the Company is to provide an attractive weighted average equity IRR, with a target in excess of 25%, from investing in a diversified portfolio of Africa infrastructure assets where the Company has been able to substantially mitigate risk.



The Company’s funds and investments will be managed by Infinity Capital Managers Ltd, an investment management company incorporated in the BVI.



The investment strategy involves participation in innovative Infrastructure projects principally under US$100 million alongside local partners that have “green and social” credentials, which provide long term solutions for the benefit of the local communities.



The Investment Manager has already identified and in some cases secured a diversified portfolio of four such opportunities that fit its investment criteria and potentially offer investors attractive risk-reward profiles.



The Company and Investment Manager combined have an experienced management team, with a proven track record of successfully delivering and executing commercial infrastructure opportunities in Africa and have established an invaluable local network.



The Company is placing new Ordinary Shares to raise in total up to US$200 million (before fees and expenses) with the net proceeds intended to be committed promptly towards investing in the pipeline of identified projects. A first closing of around US$50 million for projects that have been identified or secured and require immediate funding (see below) is currently being discussed with a limited number of investors.



Investors will also be given co-investment rights at the project level at the discretion of the Investment Manager. The exit strategy for the projects will follow a BOT (“Build, Operate and Transfer”) model based on agreements with the regional Governments.



The pipeline projects are at different stages of development with the most advanced being the Kasumbalesa Border project in Zambia (highlights

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AUGUST 2009

below). Our border control projects require equity funding of $30m with an immediate equity drawdown required of US$6-8 million for Kasumbalesa. Other projects under discussion and requiring additional equity funding will be presented to parties who have potential interest in participating.

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AUGUST 2009

Kasumbalesa Border Project (Zambia) • This project involves the construction, commissioning and operation of a state-of-theart dual direction border crossing terminal based on the BOT approach (as agreed with the Zambian Government) at the Zambia- Democratic Republic of Congo (DRC) border, the ‘Kasumbalesa’ border.



Kasumbalesa is the border crossing point for the mineral rich (copper, cobalt, gold, tantalite, manganese) Katanga province in the DRC into Zambia.



The absence of adequate facilities and defined clearance procedures has a critical negative impact on the Zambian government’s ability to collect custom duties and other relevant levies and to enforce Zambian laws and regulations. Long delays of up to 7 days frequently occur.



The development and operating company commissioned to undertake the project on the ground is African Renaissance Border Crossing Company (ARBCC) – a group that has established a close and advantageous relationship with the Zambian Government. The team behind ARBCC, which is incorporated in Mauritius, has strong local presence as a developer and contractor with a successful track record in building infrastructure projects in southern Africa, including the construction of railways in Zambia and Zimbabwe. ICP has signed an MOU with ARBCC under which, inter alia, ICP will be offered a 30% interest in the project. • The project will be on a BOT basis and will be developed with a concession period of 20 years, whereby an agreed terminal toll will be levied throughout the concession period. The main stream of ‘Prepaid Toll Revenue’ (estimated at 75% of the total revenue) will be paid by the regional road hauliers.



Infinity Capital Managers Ltd has vetted this project to understand the risk-reward profile and believes it will be an attractive investment for the Company. The former will provide on-going control and monitoring of this investment, including regular and transparent reporting to investors.



This project is at an advanced stage and construction works are scheduled to begin at the start of Q4 2009. Current status of the Kasumbalesa Border

Benefits of the Project • Within approximately 14 months, the Government of Zambia will have a professional border crossing terminal with weighbridge facilities.

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• The project carries very strong support from the Zambian government enabling increased revenue to the Government through the collection of custom duties relating to the weight of goods and border control fees. • Ability to monitor people entering into the country improving security. • Assets to be returned to the government at the end of the concession period, and the Government to receive 15% share of dividends after 12 years. • Improved traffic flow throughout the region for the benefits of all regional countries. • Shortening the crossing time to the standards as set out by the SADC Protocol of Transport. • Shorter transit times for the truck haulier companies thus better fleet utilization ratio. • Access to improved facilities including restaurants, duty free, coffee shops, etc for the terminal users. • Approximately 1,400 jobs created. • A social fund to be created to fund projects such as schools, hospitals and dispensaries.

Investment Structure ICP has signed an MOU with Africa Renaissance Border Crossing Company (ARBCC) to set up a Zambian SPV company which will hold the concession license and own the rights to the project and land. ARBCC comprises a project management team with combined regional experience of more than 10 years in managing and executing infrastructure projects in Southern, West and Central Africa.

ICP’s local partner will be ARBCC and they will be led by: Mr. Eitan Dvir

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AUGUST 2009

Eitan is a leading force in African infrastructure with a successful track record in implementing BOT, PPP and self financed projects in Africa. High profile regional banks and pension funds such as Nedbank, Old Mutual and Sanlam became equity partners in the many projects initiated and led by Eitan.



Mr. Avishar Dvir • Avishar was the CEO of a construction company in Nigeria for 10 years. He has over 10 years of experience in Zambia with excellent experience in infrastructure projects. He will be heading up the substantial local team on the ground. The project management team will commission Deker Engineering, a recognized construction and surveying company with construction experience in Africa. They have excellent market knowledge and experience which enhances and complements the project management team.

Understanding and addressing project risk • It is intended that 75% of toll fees will be prepaid by international hauliers into offshore bank accounts in US dollars with the remaining 25% collected at the border. • Security cameras will be installed to enable counting of trucks and vehicles.



Confirmation payment slips will be collected by Stanbic Bank, who will source and control all on site banking activities as they will open a branch at Kasumbalesa on account of the project. • The project management team from ARBCC has 15 years of experience in negotiating durable concession agreements with regional Governments. • Goods are transported from the DRC through Zambia to Tanzania and Mozambique for onward shipment to the West and Asia. Therefore, any decision made by the Zambian Government which impacts the movement of these goods has an impact on the movement of goods through other countries and needs to be considered carefully. • Collection of the toll fees is part of the immigration entrance procedures and, therefore, people crossing the border must pay these fees. • Political risk insurance will be obtained.



A study on traffic volume across the border has been conducted from April 2007 to May 2009 which supports the conservative traffic volume assumptions in the financial model prepared by the project management team. • A Concession Agreement between Zambian SPV (70% owned by ARBCC and 30% owned by ICP Africa Infrastructure Ltd) and the Zambian government will specify from day one key assumptions driving returns, thereby reducing risk from the on-set. The Concession Agreement specifically covers: o o o o

Project scope Land allocation Tariffs Foreign currency remittance

o o

o o

Operation and maintenance Exclusivity Consents and permits Community support

Status of the Project Phase 1 of the project has been achieved as follows: • MOU signed by Government (completed 2007) • Initial survey of proposed land (initiated May 2009) • Architectural drawings completed (completed 2008) • Shortlist of potential contractors (initiated May 2009)

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AUGUST 2009

Financial model constructed

Phase 2 of the project involving the signing of the final Concession Agreement completed in July 2009. Phase 3 of the project is expected to be completed before the end of the 4 th quarter 2009 and includes: • The raising of the desired equity injection • The signing of the loan agreement • Legal due diligence to be completed (cornerstone investors welcome to work alongside the investment manager to complete/oversee this process) • Financial close and disbursement of the funds • Commencement of the construction of the project

Investment Case • The African infrastructure market is emerging as an attractive alternative asset class, which is supported by several strong economic and political drivers. • The Kasumbalesa border development has the full backing of the Zambian government, which enables risks to be mitigated from day one. • The project has the capability to be replicated across other borders in Zambia as well as in other neighbouring countries, thereby allowing investors to participate in future projects. The ability to replicate and scale will further create unique exit opportunities for existing investors as new investors look to participate. • A strong project management team combined with the integrity and know-how of ICP will give confidence that the investment is transparent and regularly monitored. • An attractive IRR in excess of 25% and a payback period of 4 years based on conservative assumptions.

Funding for the Kasumbalesa Border Project (estimates only) Total Funding Requirement US$16-18 million Equity US$6-8 million Debt (secured) US$10 million Debt repayment 4 yrs Gearing 65% Expected IRR in excess of +25% (post fees and expenses) ICP’s equity participation 30% Payback period 4 yrs

The Board of ICP and Investment Management Team The Investment Management team and ICP board members comprise experienced and trusted individuals with the know-how and integrity to maximize transaction potential. Each member has a track record of successful delivery of infrastructure projects across Africa and is able to access first class transactions, utilizing a vast network of partners and contacts. A selection of the projects that team members have recently participated in includes: • Co-arranging a £100mn financing of an international airport in Senegal • Lead arranging a US$680mn facility for Bonny Gas LNG Trains off the Nigerian coast

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AUGUST 2009

Lead arranging a US$3.5bn oil pipeline stretching 1070km from Chad to Cameroon

The Board of ICP Africa Infrastructure Ltd Ian Greenstreet, CEO Ian is a fellow of the Institute of Chartered Accountants in England and Wales and a dual Ghanaian and British national, who was Head of Risk at ABN AMRO Bank (“ABN”) in London. At ABN, Ian was responsible for the risk of a loan portfolio representing £39bn and a trading portfolio representing £57bn. He was involved in the approval, structuring and risk mitigation for corporate finance, project finance and infrastructure, leverage finance and the Bank’s other wholesale products. Ian has been Head of Risk at MediCapital Bank, a bank focused on lending into Africa, for the last two and a half years. Ian represented the FMO (the Dutch state development institution) on the board of the Bank of Africa and has recently been appointed to the Boards of Alios Finance, a pan African asset finance group, First City Merchant Bank UK Ltd and Bank PHB UK Ltd.

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Richard Burrett, Independent Director Richard set up the Project Finance Group for ABN where he gained experience of working on UK and International project financing. Under Richard, ABN became the 4th largest Project Finance group in the world. In April 2007, he became Head of Sustainability at Group Level for ABN. Andrew Bell, Independent Director Formerly a Director in the 3i Infrastructure Group, Andrew has considerable experience in all board matters regarding transport infrastructure, healthcare & the public sector, and the financial services sectors. Having been with 3i for the past 12 years, he has had involvement in, Inter Alia, the sale of Great Western trains, Chiltern Line, Exxtor Shipping Services, Commodore Shipping/Condor Ferries, Altram trams, the Manchester metro system, investment management of Freightliner, the intermodal operator, and investment evaluations on PD Ports. Infinity Capital Managers Ltd – the Investment Manager In addition to Ian Greenstreet above, senior management includes: Robert Rees, Infrastructure Expert Robert joined ABN from Barclays Capital in order to develop their sterling capital market presence in 2000. He was responsible for much of the initial development of the UK market at BZW in project finance bonds, raising capital markets instruments to fund a number of large infrastructure projects. Robert was a founding partner of The Secondary Market Infrastructure Fund, which commenced at the end of 2003 with assets of around £100mn under management. Since then it has grown to well over £500mn, and at the end of 2006, the fund was purchased by Land Securities Trillium for almost £1bn. Joel Kibazo, Public Relations and Africa Governmental Contact Joel, from Uganda, is Director of Communications and Public Affairs, and spokesperson of the Commonwealth Secretariat. Joel has established close relationships to most of the African leaders and governments and provides excellent access to information and infrastructure projects. He will be responsible for the public relations aspects of the fund. David N T Kuwana, Central/Southern Africa Coverage Officer David has worked in Africa for more than 27 years having been at Standard Chartered bank for 13 years. He was most recently CEO of BCR Bank, the second largest Bank in Rwanda having been appointed by Actis Capital UK. David’s portfolio is comprised of local infrastructure projects and is Regional Head of Human Resources for Standard Chartered Bank for Africa, Deputy Head of Human Resources of Anglo American Corporation in Zimbabwe and Head of Human Resources at Zimbabwe Alloys Limited. David has unparalleled knowledge and network of professionals across Africa and will have significant contribution to the origination of quality projects for the fund. Stephen Bukenya, East Africa Coverage Officer Stephen is from Uganda and grew up in Kenya. He was most recently the Head of Market Risk at an African focused investment bank in London. Prior to that, Stephen was a Senior Consultant at IPS Sendero and Sungard, where he implemented in several countries ALM, Market Risk and Basel II projects including South Africa, Nigeria, Kenya, the United Kingdom and Eastern Europe. Stephen is well networked in Uganda, Rwanda, Kenya, Tanzania and South Africa and will act as the East Africa Coverage Officer.

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Next Steps Should investors be interested in learning more about this opportunity with a view to a potential investment into the Company, a presentation meeting with management can be arranged in short order. Further information, including a financial model and key agreements, can also be made available upon signing of a confidentiality agreement. Contacts at the company: Ian Greenstreet on [email protected] +447803592174 Stephen Bukenya on [email protected] +44781031604

Disclaimer: Information contained in this document has not been independently verified by ICM (“Infinity Capital Managers Ltd ”). Accordingly, Infinity Capital Managers Ltd l, their directors or officers do not assume responsibility for, or make any representation or warranty (express or implied) with respect to the accuracy or completeness of the information contained in this document. Furthermore, Infinity Capital Managers Ltd , their directors or officers expressly disclaim any liability for any statements, express or implied, contained in, or omissions from, the document. Parts of this document include certain statements and estimates with respect to the investment which involve significant elements of subjective judgment and analysis that may or may not prove to be correct. There can be no assurance that these statements will prove to be accurate. Nothing contained herein is, or may be relied upon as, a promise or representation as to future performance of the investment.

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