Tunisia - Assessment and recast of the legal and regulatory framework for capital markets (примерный перевод: Тунис - Оценка и переделке правовой и нормативная база для рынков капитала) ( - Тендер #2822656)

Location:

Tunisia

Business sector:

Financial institutions

Project number:

72530

Funding source:

SFEBSF - EBRD Shareholders SF

Contract type:

Consultancy Services

Notice type:

Invitation for expressions of interest (CSU)

Issue date:

08 Feb 2018

Closing date:

28 Feb 2018 at 23:59 London

Access eSelection

Project Description:

Local Currency and Capital Markets Development (LC2) is one of the key strategic initiatives of the European Bank for Reconstruction and Development (the “EBRD”). The objective is to support the EBRD’s countries of operation to build deeper and more active local financial markets that will reinforce the local economy’s resilience and diversify the sources of funding available to companies based in Tunisia.

The Joint IFI needs Assessment on Local Capital Market Development in the SEMED region[1] highlighted the need for a recast of the legal and regulatory environment in Tunisia in particular around debt markets, equity markets and the institutional investor base. Among various inputs, it incorporated findings from the “Tunisia Report” published by EBRD’s Legal Transition Team about the legal framework governing the local capital markets of Tunisia.

The Comité de Place[2] wrote to EBRD in November 2016 requesting assistance with a comprehensive review of the current legal and regulatory framework in preparation of a recast that will resolve conflicts and overlaps, bridge gaps and bring the local market in line with international standards in terms of instruments and practices. The Ministry of Finance confirmed to EBRD in January 2017 their support for the Comité de Place’s request and highlighted that the reform was included in Plan Quinquennal.

The proposed assignment is aligned with the Memorandum of Understanding (MoU) signed on 26 May 2016 between the Ministry of Finance of the Republic of Tunisia (MOF) and the EBRD as part of the EBRD’s SME Local Currency Programme. Via this MoU, all parties fully acknowledge the importance of further developing local currency sources of funding and developing local capital markets in Tunisia. In addition to providing loans in Tunisian Dinar, EBRD seeks to assist the country in implementing reforms necessary to develop local capital markets, enhance access to affordable local currency for SMEs, and increase the availability of local currency funding sources.

Assignment Description:

EBRD now intends to retain the services of a suitably qualified consultant to work with the Ministry of Finance on a comprehensive recast of the legal and regulatory framework in the Republic of Tunisia. The project will touch on many subjects and stakeholders, and the implementation of reforms in particular will be carried out with the input of the local steering committee (the Capital Market Working Group) that will involve market participants and other relevant stakeholders including the Central Bank. The Capital Market Working Group comprises representatives from the Ministry of Finance (Direction Générale du Financement, Direction Générale de la Dette, Comité Général des Assurances), the Ministry of Justice, the capital markets regulator (the Conseil du Marché Financier, CMF), the stock exchange (the Bourse des Valeurs Mobilières de Tunis, BVMT), the Central Securities Depository (Tunisie Clearing), the brokers association (the Association des Intermédiaires en Bourse, AIB).

The objective of the assignment is to create an enabling legal and regulatory environment that will support the development of financial markets in Tunisia and bring it as close as possible to international standards. This means improving Tunisian capital markets’ attractiveness to issuers while at the same time ensuring adequate protection and access to local and international investors, increase the capture of domestic savings and facilitate their retention and channelling towards financing the local economy, reinforce the trust in Tunisian markets by strengthening the capacity of regulatory bodies.

The Consultant will perform the following tasks:

(i) Organise a kick-off workshop (the “Kick-Off Workshop”) together with the Ministry of Finance to present the project to the Capital Market Working Group and relevant stakeholders. The Consultant will prepare the slides describing the project, its purpose and work plan.

(ii) Prepare the analysis paper (the “Analysis Paper”):

The Consultant will conduct an assessment of the existing financial markets legal and regulatory framework in Tunisia (including all related laws and regulations impacting capital markets directly or indirectly, money markets, derivatives, repos, equities issuance and trading, debt issuance and trading (including government and local corporate debt), the ability of international entities, including MDBs, to raise funds and trade in the local market, defined financial instruments, retail and institutional investors, market participants and their practices). Input will also be gathered via interviews with the Capital Market Working Group, the Ministry of Finance, the Central Bank, the CMF, Tunisie Clearing, the Stock Exchange, and brokers and market participants.

The Consultant will prepare a report (the Analysis Paper) presenting a diagnostic assessment of the current legal and regulatory environment in Tunisia, identified needs for improvement and gaps with international best practices.

The analysis shall include but not be limited to retail and wholesale offerings, sovereign debt, best practices including the ones defined by IOSCO, BIS, CPMI, WFE, money market funds, mutual funds and VC/private equity funds, life insurance, debt equity and derivative instruments, regulations governing investment policies of domestic institutional investors, and cover markets from origination to placement and secondary market trading. The analysis shall also identify possible barriers to market development brought by tax and accounting regulations.

(iii) Prepare the roadmap paper (the “Roadmap Paper”):

In the Roadmap Paper, the Consultant will:

(a) present solutions adopted by comparable emerging markets and more advanced markets, to address the identified gaps, overlaps and barriers

(b) issue recommendations for Tunisia in terms or legal and regulatory approach to address them. The Consultant will highlight the gains and benefits to be expected for the local economy from the recommended measures

(c) define an implementation strategy to modernize the capital market legal and regulatory framework in Tunisia including recommended changes to laws, regulations, supervision and needs for capacity building. The target audience of the Roadmap Paper is the Minister of Finance and his office, the Minister of Development, Investment and International Cooperation and his office, and the senior management of members of the Capital Market Working Group.

Following the first phase, the Consultant will revise, reform existing capital markets laws, rules and regulations, including drafting new laws, rules and regulations, as may be necessary to achieve the objectives of the project. The Consultant will carry out relevant reform projects as approved by the relevant Stakeholders following the Roadmap paper.

In addition, the Consultant will be required to participate in the preparation of other documentation that may be required in respect of the project objectives, liaise with relevant local authorities and officials, and other project stakeholders as may be necessary, deliver capacity training required and for other events related to the project and other tasks as requested by EBRD.

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

Assignment Start Date and Duration: The Assignment is expected to start in March 2018 and has an estimated overall duration of 18 months.

Cost Estimate for the Assignment: The first phase of the assignment including the preparation of the Analysis Paper and the Roadmap Paper is estimated at EUR 100,000 (exclusive of VAT). The budget for the follow on work on the reform projects is estimated at EUR 350,000. Subject to availability of funding, the performance of the selected Consultant and the specific needs of the Bank the Assignment may be extended beyond the current scope.

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: It is expected that the Assignment will be funded from the Shareholder Special Fund. Please note selection and contracting will be subject to the availability of funding.

Eligibility: There are no eligibility restrictions.

Consultant Profile: Corporate services are required. The Consultant will be a reputable firm or a group of firms including a reputable law firm, with either an office in Tunisia and/or institutional relationships with reputable local law firms. The expectation would be that the international team of external lawyers (the “International Team”) would direct and manage the activities of the local team of lawyers (the “Local team”) and, together with the International Team, be responsible for the latter’s work product.

The Consultant’s team include the following Key Experts:

(i) The Consultant team leader and International Legal Expert:

· Preferably 8 years or more of professional experience as a legal expert in capital markets instruments and acting for capital market participants;

· Must have undertaken at least two (2) similar assignments as a consultant leading the development of a capital market, preferably with a specific focus on developing a new legal and regulatory framework around capital markets operations, instruments and participants;

· In-depth understanding of international best practices and recent development and challenges as they relate to legal and regulatory frameworks;

· As a minimum a Master degree or equivalent in legal studies;

· Excellent proficiency in written and spoken English and French. Working knowledge of Arabic language would be an advantage.

(ii) The Legal Expert on Tunisian Capital Markets:

· Preferably 8 years or more of professional experience as a legal expert in Tunisian capital markets, having recently acted for capital market participants

· Must have undertaken at least one similar assignment advising on the recast or definition of a legal or regulatory framework in Tunisia; experience with a similar consultancy project to develop financial markets preferably with the recast of a new legal and regulatory framework around operations, instruments and market participants is an advantage;

· Experience as a legal expert advising international market participants on international financial markets is an advantage;

· In depth understanding of Tunisian capital market practices;

· As a minimum a Master degree or equivalent in legal studies;

· Excellent proficiency in written and spoken Arabic, English and French

(iii) A Capital Market Regulatory Expert:

· Preferably 8 years or more of professional experience as an expert in capital market regulations;

· Must have undertaken at least two (2) similar assignments as a consultant leading the development of a regulatory framework;

· In-depth understanding of international best practices and their recent evolution as they relate to such frameworks, and of the specificities of corporate debt markets, sovereign bond markets and equity markets;

· As a minimum a Master degree or equivalent;

· Excellent proficiency in written and spoken English and French. Working knowledge of Arabic language would be an advantage.

(iv) One or more Fixed income and Equity Market experts:

· This role may be provided by several experts in their respective area of expertise;

· Preferably 8 years or more of market practice working for a well-recognised institution on Fixed Income and Equity markets including their related derivatives markets;

· In-depth understanding of recent developments in how the sovereign and companies finance themselves on capital markets whether OTC, or on platforms/exchanges, of the life and origination of equity and fixed income instruments, rooted in hands-on experience in corporate debt markets, government debt markets, and equity markets;

· Excellent proficiency in written and spoken English and French. Working knowledge of Arabic language would be an advantage.

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

1. Company/group of firms’ profile, organisation and staffing (max. 2-4 pages

2. Details of previous project experience or similar assignments particularly undertaken in the previous 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 Assignment detailing qualifications, experience in similar assignments, particularly assignments undertaken in the previous 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. Technical Approach and Methodology explaining the understanding of the objectives of the Assignment as outlined in the ToR.

5. 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 25 pages excluding CVs and contact sheet.

Submission format:

The complete expression of interest (including CVs, Consultant Declaration and Contact Sheet) should be submitted, in English electronically through e-Selection, to reach the Bank not later than the closing date. The expression of interest shall be one file (pdf). The EBRD reserves the right to reject applications of firms submitting more than one file. Only if the permissible file size is exceeded (4MB), the Consultant may split the expression of interest into further files.

Bank Contact Person:

Larissa Gosling

Procurement Operations and Delivery Department

European Bank for Reconstruction and Development

One Exchange Square

London EC2A 2JN

Tel: + 44 20 7338 6338

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

Notes:

1. The selection will normally be made from responses to this notification only. Consultants will not be asked to submit a proposal. The highest-ranked Consultant will be selected from a shortlist and be invited to negotiate the contract, subject to availability of funding.

2. The shortlist criteria are:

(a) Firm’s previous project experience in delivering similar assignments - 20%

(b) Firm’s previous project experience relevant to the assignment in Tunisia and the region - 20%

(c) CVs of Key Experts - 40%

(d) Technical approach and methodology - 20%

[1] Published in September 2015 by the Arab Monetary Fund and EBRD under the Deauville Partnership

[2] The Comité de Place in Tunisia brings together representatives from the Ministry of Finance, the capital markets regulator (the Conseil du Marché Financier, CMF), the stock exchange (the Bourse des Valeurs Mobilières de Tunis, BVMT), the Central Securities Depository (Tunisie Clearing), the brokers association (the Association des Intermédiaires en Bourse, AIB)

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