Central Africa Backbone Progra

AFRICAN DEVELOPMENT BANK

NEPAD Infrastructure Project Preparation Facility (IPPF) Special Fund NEPAD-IPPF

In collaboration with the Fund for African Private Sector Assistance (FAPA)

Project Information Memorandum CENTRAL AFRICA BACKBONE PROGRAM

JULY 2008

Table of Contents

Page 1. Introduction ...... 1 2. Project Description ...... 10 3. Cost Estimates for the Two Preparatory Activities (Legal and Financial) ...... 15 4. Procurement of Goods and Consultancy Services ...... 16 5. Project Schedule ...... 18 6. Implementation ...... 18 7. Conclusions ...... 20 8. Recommendations ...... 21 Annex1: Draft Letter of Agreement and attachments ...... 24 Annex2: Cost Estimates ...... 32 Annex3: Terms of Reference (TOR)...... 34 Annex4: Main conclusions of the initial feasibility study on the Central Africa Backbone...... 45 Annex5: Africa Backbone ...... 49 Annex6: Connect Africa Summit Goals ...... 50 Annex7: Terms of Reference for the Project Coordinator ...... 51

This Report was prepared by Mr Ali YAHIAOUI, Chief ICT Officer, OINF.3 (Ext.2471), following a mission to in February 2008, assisted by Mr Mike SALAWO, NEPAD-IPPF Task Manager, ONRI.1 (Ext. 3077), and Ms Randiana RAKOTOMALALA, FAPA Task Manager, OPSM.3 (2757). Any inquiries relating to this report may be referred to either the author or to Mr.A. DIALLO, Division Manager, OINF.3 (Ext. 2125).

LIST OF ABBREVIATIONS

AfDB: African Development Bank CAB: Central Africa Backbone CAMTEL: Cameroon Telephone Company (national operator) CAR: Central Africa Republic CEEAC: Central Africa States Economic Community CEMAC: Central Africa Economic and Monetary Community DRC: Democratic Republic of Congo EASSy: East Africa Submarine Cable System FAPA: Fund for African Private Sector Assistance GIE: Economic Interest Group GSM: Global System for Mobile Communications ICT: Information and Communication Technologies ISP: Internet Service Provider IT: Information Technology ITU: International Telecommunication Union MOU: Memorandum of Understanding NEPAD: New Partnership for Africa’s Development NEPAD-IPPF: NEPAD Infrastructure Project Preparation Facility O&M: Operations and Maintenance PPIAF: Public-Private Infrastructure Advisory Facility PPP: Public-Private Partnership SAT-3/WASC: South Africa Transatlantic/West Africa Submarine Cable SEA-ME-WE3: South East Asia-Middle East-Western Europe 3 (Cable) SPV: Special Purpose Vehicle SUDATEL: Sudan Telephone Company (national operator) VSAT: Very Small Aperture Terminal WB: World Bank

PROJECT MATRIX

OBJECTIVES EXPECTED RESULTS OUTREACH PERFORMANCE INDICATORS TARGET/DEADLINE ASSUMPTIONS/ RISKS

GLOBAL OBJECTIVE LONG TERM RESULTS Countries of the Central Africa Once the network is completed, use The studies should be completed 1. Financial closure achieved in a Region : of ICT statistics such as : by 2009 as to start implementing timely manner. Contribute to the creation of high- Once built, the CAB network will offer - decrease in costs of the backbone in 2010 2. Effective and timely speed telecommunication networks to the region a modern Cameroon, Chad, Central Africa telecommunication, implementation of the project. via the use of fibre-optic cables in telecommunication network that will Republic - increase of intra-Central African 3. Timely financing and deployment order to promote a competitive support populations and businesses to traffic and onward connectivity of backbone networks investment climate in Central have affordable and reliable telecom to global destinations, Africa Region and Internet services that will improve - Increased revenues for the competitiveness of CEMAC countries. Governments of the participating African countries as they gain due to savings from foreign exchange spent on current satellite connectivity, - Penetration of internet services and increased teledensity, - Competitiveness indicators and rankings for the Central African region)

PROJECT OBJECTIVES MID TERM RESULTS 1. Government of the Central Once implemented, use of statistics 1.At start of operations in 2011, 1. Financial closure achieved in a Contribute to the harmonization of 1. Harmonized legal framework by end Africa region. such as; Capacity pricing for satellites is timely manner. the ICT legal framework in Central of 2009 2. Financial institutions, 1. Increased number of E-1s in 12,000 US $ per Mb/s per 2. Effective and timely Africa region, an d determine the 2. Different options of PPP examined 3. Telecom regulators and service. month, Regional Operator’s implementation of the project. best suited PPP structure to build, and best option selected and telecom operators in the Central 2. Cost savings for the telecom pricing will be 2,000 US $ 3. No major regulatory issues run and maintain the fiber optic implemented by end of 2009. Africa region. operators and service providers in backbone the transmission of high-capacity data.

ACTIVITIES / INPUTS SHORT TERM OUTPUTS The operators in countries of the Deliverance of the following Part of private sector up to 50% 1. Delays in adoption of legislative Central Africa region. reports: of the total CAB investment texts. Several texts will be prepared 1.Review and enhance the existing 1. National and regional ICT - CAB legislative report and proposed to members States. national and regional ICT legislation harmonized CEMAC member countries - CAB legal structure report Contract signed with private 2.Issues related to Financial and legislation 2. Regional Operator established - CAB risk analysis and mitigation operator Procurement capacity 2. Propose PPP options 3. Private Investors participate in measures report 3. Available Support of traditional 3. Select and sign contract with an the financing and construction of development partners to secure the Operator the backbone. Participation of Private Operators grant 4. CEMAC commission and investors in the investment of 4. Financial closure achieved in a FINANCIAL PLAN : strengthened an enabled to cope CAB network cable. timely manner &.effective and timely with its partners on PPP projects Contract signed with a private implementation of the project. NEPAD IPPF 587,464 US$ Regional Operator 5. Efficient disbursement. FAPA 501,760 US$ CEMAC 70,000 US $ TOTAL 1,159,224US $

1. Introduction

1.1 Contextual Framework

1.1.1 It has been recognised and accepted that development, deployment and utilisation of telecommunications and communications infrastructure is a necessary precondition for sustained economic growth in the continent. 1.1.2 Bridging the infrastructure gap has been identified as one of the main priorities of the New Partnership for Africa’s Development (NEPAD), whose aim is to promote, facilitate and monitor the development of regional infrastructure facilities. NEPAD recognises that the lack of regional infrastructure in the continent leads to high transaction costs and low levels of competitiveness of African countries in the local, regional and global markets and therefore seeks to promote and foster sharing and integration of key infrastructure assets to enhance the development of the continent. To achieve this, NEPAD emphasises the need for ICT Infrastructure deployment to be targeted at sub-regional connectivity and inter- connectivity projects, and initiatives directed at building and rolling-out the physical telecommunications and communication network in the continent 1.1.3 The development of regional infrastructure has become a major goal for the African continent, and has been highlighted in the priority activities of the WSIS summits in Geneva (2003) and Tunis (2005), and is in line with the recommendations of the recent summit “Connect Africa” held on 29-30 October 2007 in Kigali (see Annex6). 1.1.4 To accelerate the realisation of key regional infrastructure projects, and in recognition of the fact that most of these projects have not been adequately prepared to attract the right level of public and private financing, the NEPAD-Infrastructure Project Preparation Facility (IPPF), and Fund for African Private Sector Assistance (FAPA) were created to assist member countries and specialised infrastructure development organisations to adequately prepare key regional infrastructure projects as to enable them to attract the requisite level of financing as well as enhance their attractiveness to financiers. 1.1.5 One of the major goals of the Connect Africa Summit was the expansion of the ICT infrastructure across the continent, by building broadband networks, and especially the regional ones, as to help build a strong regional and continental backbone in order to improve regional connectivity, which will contribute to enhance access to ICT services by improving service quality, and dropping actual high access costs. The Summit recommendations are in line with NEPAD and FAPA objectives which are to provide the appropriate framework as to build a strong regional infrastructure that will foster economic growth, and favour cross-country and cross-region trade.

1.2 Key issues and rationale for Donors involvement

1.2.1 The economic and social development of Central Africa is held back by high cost structure and is compounded by the limited availability of affordable telecommunications infrastructure. Some Central African countries have started to take steps to reduce the cost of access domestically through market liberalization and policy/regulatory reform. However, due to incomplete liberalization and lack of infrastructure, cost for ICT and telecommunications services have remained high. Without access to low price and high quality of telecommunications services, it is very costly for countries to trade between themselves and with the rest of the world.

1.2.2 At the policy, legal and institutional levels, most of the ten (10) countries covered by this project (CEMAC Countries plus DRC, Nigeria, Sao Tome and Principe, Sudan), have updated or are in the process of finalizing new sector policies (i.e. Cameroon and CAR in 2006, Chad in 2007), seven (7) countries have established separate regulatory authorities, eight (8) countries have two or more mobile operators, six (6) countries have partially privatized their incumbent telecom operator.

1.2.3 Some key ICT indicators for the ten countries covered by the CAB Program, in terms of access and price are as follows: – Fixed teledensity is well below the Sub-Saharan Africa (SSA) average (0.77 VS. 1.77 lines per 100 people in 2005) – Mobile teledensity is also below SSA average (10.2 VS. 12.5 lines per 100 people in 2005) – Average Internet dial-up (low bandwidth) access cost per month in 2005 is USD65 for the targeted country group, USD72 for the CEMAC compared to USD45 in SSA and USD22 in the World. 1.2.4 The Central Africa region relies currently mostly on expensive and poor satellite infrastructure with costs amongst the highest in the world. International: Bandwidth tariffs are more than USD10,000 per Mbits per month for landlocked countries (i.e. Chad and CAR using exclusively satellites) while volume buyers in very well-connected countries (using international fiber-optic backbones) like South Africa could buy international bandwidth at about USD1000 per Mbits per month.

1.2.5 Summary of ICT sector in the region. Presently, Cameroon, Chad, and CAR do not benefit (to few exceptions in Cameroon) from High Speed Internet. Cameroon has a connection to the SAT-3/WASC submarine cable that passes on the West coast near Douala. However due to inadequate infrastructure (lack of fixed lines), the high speed connection was not deployed in the entire country. Chad and CAR are totally isolated, and do not have any access to any type of fiber optic cable. They rely entirely on expensive satellite communications using a narrow bandwidth for their international telecommunications and Internet.

1.2.5.1 Some key ICT indicators for each country: Cameroon (population: 16 million inhabitants in 2005): - Fixed telephony: CAMTEL, the public national operator with 100.000 lines mostly in Douala and Yaoundé. - Mobile telephony: 2 private operators: MTN Cameroon and Orange Cameroon with almost 2.5 million users by mid-2006. - Internet providers: 25 service providers of different size mostly in the 2 major cities, with CREOLINK the largest provider not exceeding 5000 subscribers. Chad (population: 9.7 million inhabitants in 2005) - Fixed telephony: SOTEL the public national operator with 13.000 lines mostly in the capital city of Ndjamena. - Mobile telephony: 2 private operators: CELTEL and MILLICOM with almost 600.000 users by mid-2006. - Internet providers: 3 service providers mostly in the capital city of Ndjamena, with SOTEL the largest provider not exceeding 3.500 subscribers. CAR (population: 3.9 million inhabitants in 2005):

- Fixed telephony: SOCATEL, the public national operator with 12.000 lines mostly in the capital city of BANGUI. - Mobile telephony: 4 private operators: Telecel-Centreafrique, A-Cell, Nation Link, Centreafrique Telecom Plus, (and recently Orange) with almost 85.000 users by mid-2006. - Internet providers: 7 service providers of different size mostly in the capital city of Bangui, with Centreafrique Telecom Plus, the largest service provider not 500 subscribers.

Telecom regulators: the 3 countries have established independent national telecom regulators, which are operational since the late 1990s: ART in Cameroon, OTRT in Chad, and ART in CAR,

1.2.5.2 Existing and planned broadband networks in the region: There are a number of ongoing and planned national, sub-regional and regional infrastructure projects, which are in different stages of development. These include: (i) SAT-3/WASC or South Atlantic 3/West Africa Submarine Cable is a submarine communications cable linking Portugal and Spain to South Africa, with connections to several West African countries along the route. It forms part of the SAT-3/WASC/SAFE cable system, where the SAFE cable links South Africa to Asia. (ii) Eastern African Submarine Cable System (EASSy): This system is intended to establish a fiber optic undersea cable system to connect eastern African countries with the rest of the world. The cable system will connect Mtunzini, located just north of Durban in South Africa, to Port Sudan, in Sudan, a distance of about 9,900 kilometers. (iii) RASCOM, (satellite system): regional satellite communication system that cover all Africa (iv) Afritel Subregion SRII: Southern Region Information Infrastructure (SRII), SRII will link the unconnected countries in the southern and central African region projects to a network that will allow them to connect to either or both SAT3 and EASSy. (v) INTELCOM II, for West Africa (CEDAO) region: Intelcom I was established to create links between all the capitals of the ECOWAS region member states. On the other hand, Intelcom II is a plan to expand and upgrade the analogue routes of the existing network. It was initiated in 1997, aiming to establish 32 inter-country links in the ECOWAS region. It will connect 10 out of 13 countries that are currently unconnected to the SAT3 cable. (vi) COMTEL (South Africa region) inland cable,: COMTEL aims to connect all of the unconnected countries in East Africa with the exceptions of Somalia, Mauritius, and the Seychelles. It will provide a fiber link to Lubumbashi in the Democratic Republic of Congo (DRC). It will function as a regional network delivering traffic into SAT3 in South Africa. (vii) East African Digital Transmission Project (EADTP): The EADTP system was conceived in 1997. It aimed to see the deployment of fiber optic cable and microwave radio to interconnect the three countries of the East (viii) (EADTP) African Community (EAC): Kenya, Tanzania, and Uganda. (ix) (EABS) East African Backhaul East African Backhaul System is a joint venture project among operators from Tanzania, Burundi, Rwanda, Uganda, and Kenya to link the five countries to cables to be laid along the Eastern African seaboard. MTN and 30 other operators in Eastern and Southern Africa are involved with this project

(x) Infinity West African cable: This cable is intended to link the remaining West African countries to Europe via marine fiber that would also provide competing infrastructure to SAT-3. The seven initial cities being focused on are four in Nigeria (Lagos, Abuja, Wari, Port Harcourt) plus Dakar, Accra, and Douala (xi) West African Festoon This system is intended to link countries currently unserved by SAT-3—Congo System Brazzaville, Equatorial Guinea, Chad, and Sao Tome and Principe—and to provide diversity to SAT-3/WASC/SAFE for countries with landings—that is, Luanda (Angola), Libreville (Gabon), Douala (Cameroon), and Lagos (Nigeria) (xii) GLO-1 Owned by GLOBACOM (Nigeria) and being developed by Alcatel, this is planned to connect Lagos with the United Kingdom via an 8,600-kilometer submarine cable. (xiii) COM-7: COM-7 is intended to connect nine countries: Angola, Botswana, DRC, Malawi, Namibia, South Africa, Tanzania, Zambia, and Zimbabwe via power/railway lines. (xiv) NIGAL : The NIGAL pipeline project planned by the national oil companies to link Nigeria to Algeria via Niger will also establish fiber links among the three countries using 24 fiber pairs along the 4,200 kilometers. (xv) Boucle de Nord: This system is intended to traverse the North African coast from Cairo to Dakar and then cut inland through Mali and Burkina Faso to Kano in Nigeria. From there it would go via N’Djamena and Khartoum to Cairo

Depending on the option selected, the CAB once implemented will link some of the above backbones.

1.2.6 The effects of incomplete liberalization of the ICT sector, combined with poor quality network, and prohibitive telecommunications and ICT do not favour the economic development of the region. Strong support from development partners is needed to assist the region in developing modern telecommunication networks as to support populations and businesses to have affordable and reliable ICT and telecom services. Cameroon, Chad and CAR are currently ranked at the lower end of the ease of doing business ranking carried out by the WB/IFC with the following respective positions: 26th, 41st and 45th.

Rationale for the Bank’s involvement:

1.2.7 The African Development Bank recognizes the important role that the private sector plays in poverty reduction by promoting sustainable economic growth and reducing poverty. The private sector contributes to the development of infrastructure and the efficient delivery of utility services such as information and communications, and gives priority to infrastructure-related projects (especially those involving Public-Private Partnerships).

1.2.8 The Bank involvement in the EASSy project provides a wide range of lessons learnt, among which the importance of benefiting from the “early mover advantage” and assisting the project sponsor well earlier in the process. This ensures that all the project components have been taken into account, thus further reducing risk exposure.

1.3 Current Status of the CAB project 1.3.1 There is considerable interest among governments in the region to address the existing sector constraint and develop an efficient Central Africa telecommunications market as key to promoting regional integration, economic growth and development of member

states. Some studies have been undertaken in the region to assess options for infrastructure sharing among countries, and relative costs/benefits of terrestrial and satellite backbone infrastructure. 1.3.2 The detailed feasibility study on the Central Africa Backbone (CAB), financed by PPIAF and managed by the World Bank, to link CAR and Chad to the existing fiber network laid along the oil pipeline between Chad and Cameroun, was carried out from August 2006 to March 2007. The final report was delivered in April 2007 to the authorities of the three main countries involved in Phase 1 of the Project (Cameroon, Central African Rep (CAR), and Chad). The CEMAC Heads of States validated the recommendations in May 2007, and adopted a resolution calling for the establishment of the Backbone and asking Donors to provide financing for the CAB implementation. The CAB, as designed, is an international telecommunications network made up of suitable on-ward terrestrial fiber connections connected to undersea optical fiber cable system in the African Western Coast (SAT3) that would link several Central African countries and provide the region with a digital broadband access to the global fiber network. The planned broadband backbone would leverage the fiber optic infrastructure laid along the oil pipeline between Kribi (Cameroon) and Doba (Chad). The oil consortium has allocated a significant portion of the capacity of fiber optic cable (12 fibers) through two agreements with the respective governments. Central African countries and the CEMAC Commission were associated to the consultancy (see the map of the Central Africa Backbone – Basic configuration - in Annex4 and the Africa Backbone in Annex5). 1.3.3 The Study confirmed the feasibility of the CAB Project and recommended the implementation of CAB Phase 1 involving Cameroon, CAR and Chad (but also links to Nigeria and the Sudanese border). The study shows also that the impact on International Capacity tariff fluctuates between -30% to -60% for landlocked countries (Chad and CAR) depending of the scenario). One main study finding was the viability of the establishment of a Public-Private Partnership for the CAB to leverage private sector investment and management. CAB phase2 will include additional countries of the central Africa region (Congo, Equatorial Guinea, Gabon, DRC, Nigeria, Niger, Sao Tome & Principe, and Sudan). 1.3.4 The final report was delivered in April 2007 to the authorities of the three main countries involved in Phase 1 of the Project (Cameroon, Central African Rep. –CAR- and Chad). 1.3.5 A Ministerial meeting with the Telecom Ministers from Cameroon, Chad and CAR was organized in N’Djamena on April 20-21, 2007. During this meeting, all reports were adopted and an institutional framework was agreed on to facilitate project implementation.

1.3.6 On April 25, 2007, the CEMAC Heads of States adopted a resolution calling for the establishment of the Backbone and asking Donors to provide financing for the CAB implementation (other countries with limited availability of affordable telecommunications infrastructure have already expressed interest in the CAB Program and have been included in the overall Program – Congo, Equatorial Guinea, Gabon, and DRC, Nigeria, Niger, Sao Tome y Principe and Sudan)1. 1.3.7 In accordance with the CEMAC Head of States Declaration, financing requests from CEMAC for the pre-investment studies have been sent in March 2008 to the African Development Bank and to the World Bank

1 See Heads of States Declaration attached as supporting documentation.

Institutional arrangements 1.3.8 To date CAB Phase 1 countries have established: (i) an Inter-Ministerial Committee involving sector Ministers, (ii) an Expert Commission involving three representatives from each participating CAB Phase 1 countries, and one representative from the following institutions the World Bank, the African Development Bank, the CEMAC, the CEEAC and the International Telecommunication Union; (iii) National technical committees involving representatives from the Government, the Regulatory agency, the public and private operators and users groups. 1.3.9 Technical Teams have been identified by the Governments of Cameroon, Chad and CAR for the CAB Project Phase 1. Other institutions like CEMAC, CEEAC, ITU, the World Bank and the African Development Bank, are also closely involved in this Project and have mobilized experts/teams. 1.3.10 The coordination meeting of the Expert Committee and the Inter-Ministerial Pilot Committee held on 18-20 February 2008 in Bangui, CAR, concluded that only countries involved in Phase 1 of the Project (Cameroon, Central African Rep. –CAR- and Chad) should be concerned in this first phase. Once CAB phase1 is completed, CAB phase2 should be initiated. In the meantime, detailed feasibility study should be launched for CAB phase 2 countries (Congo, DRC, Equatorial Guinea, Gabon, Nigeria, Niger, Sao Tome y Principe and Sudan). While emphasizing on CAB1, the present feasibility study could undertake, within the frame of the financial and economic model (see below Phase 1 Component A), a sensitivity analysis taking into consideration CAB Phase 2 countries.

1.4 Objective of the Preparatory Activities 1.4.1 The objective of the preparatory activities is to provide technical assistance to the CEMAC commission in order to finalize the pre-investments studies and prepare the project for implementation. These studies involve completion of the detailed technical and environmental studies, harmonization of national and regional ICT legislation, and establishing a PPP operation for the implementation, operationalization, and maintenance of the CAB project. The objective of the Central Africa Backbone (CAB) Project is to support population, businesses and governments across the Central Africa region to have access to quality and affordable ICT services on open, transparent and non-discriminatory terms. 1.4.2 The benefits accrued in the targeted countries spill over the Central Africa region by: - lower cost of international broadband capacity and extend reach of backbone networks across the region - improve Government efficiency and transparency through e-Government applications and, - increase country and regional competitiveness.

1.5 Status of Preparatory Activities 1.5.1 The AfDB and the World Bank have conducted joint identification missions in February 2008. At the coordination meeting of the Expert Committee and the Inter-Ministerial Pilot Committee held on 18-20 February 2008 in Bangui, The AfDB and the World Bank agreed to finance the pre-investment studies, as well as provide resources for the CAB Project Phase 1 (Cameroon, CAR and Chad) which is scheduled to be approved FY09-10. The

World Bank has confirmed the availability of financing for a total amount of USD 160 millions, using Regional IDA horizontal Adaptable Program Loan (APL)2. The WB budget for CAB phase 1 involving three counties (Cameroon, CAR and Chad) is estimated to a total IDA amount of USD 45 millions, and CAB subsequent phase including up to eight other countries likely to join, is estimated for a total amount of USD 115 millions. Following the joint identification missions undertaken recently by the World Bank and the African Development Bank Teams in February 2008 in RCA, and in April 2008 in Cameroon, it is estimated at this stage of project preparation, that the cost of CAB phase1 (for Cameroon, CAR and Chad) to be 120 millions US $ to be co-financed by both Institutions (60 millions US $ per Institution). 1.5.2 The pre-investment detailed studies (four (4) main preparatory studies (consultancies)) have been identified during the initial feasibility study and agreed with all stakeholders and will be launched prior CAB Phase 1 project appraisal. These studies will involve the completion of the detailed technical and environmental studies, harmonization of national and regional ICT legislation, and establishing a PPP operation for the implementation, operationalization, and maintenance of the CAB project. Grants funds are currently being mobilized (from the AFDB and the WB) in order to provide technical assistance to complete the pre-investment detailed studies which include: i) a study to prepare technical specifications of the Central African Backbone (CAB) Project ii) a study to assess environmental and social impact of the Central African Backbone (CAB) Project. iii) a study to prepare legal and regulatory documentation of the Central African Backbone (CAB) Project; iv) a study to prepare Management and Financial Aspects; 1.5.3 The World Bank has obtained in May 2008 a grant of an amount of 420.100 US $ from PPIAF to finance the study to prepare technical specifications of the Central African Backbone (CAB) Project. The purpose of this study is to prepare: i) a Note on broadband networks development that could potentially interconnect to CAB (actual deployment, calendar, tariffs, contacts); ii) Implementation Report including the Bidding Documents and the technical specifications for the supply and installation of the CAB Phase 1 (Phase 1 includes CAR, Chad and Cameroon – design and options has been finalized as an output of a feasibility study achieved in April 2007); iii) Technical and Financial Evaluation Report (for the supply and installation of the CAB Phase 1); iv) Capacity Supply Report including all options and prices to buy or lease capacity to carry the international traffic for the CAB; v) CAB extension Report including all additional routes and networks to be built/ considered as an option by Government/stakeholders. The report should define the related costs of each addition (for all countries except Chad, Cameroon and Chad since this work has been carried out during the first feasibility study); 1.5.4 The World Bank has issued also a request for mobilizing financial resources for the environmental study (estimated at 199.600 US $). This study is to prepare an Environmental and Social Management Framework (ESMF) establishing the policies and procedures that will be applied to manage all environmental and social impacts of the CAB Project. This will include: i) a Resettlement Policy Framework (RPF) establishing the policies and procedures that will be applied to all involuntary resettlement that may occur as a result of activities supported by the CAB Project; ii) an Environmental Management

2 A horizontal Adaptable Program Loan (APL) is structured in “horizontal” phases in order to allow participation of different countries as and when they express demand and demonstrate readiness.

Plan of the works proposed for the first twelve months of the CAB Project, including preparation of a Resettlement Action Plan (RAP) if required for these works; 1.5.5 It was agreed at the coordination meeting held on 18-20 February 2008 in Bangui, that the World Bank will finance through PPIAF the studies i) and ii) (technical and environmental studies) whereas the AfDB will finance through NEPAD-IPPF and FAPA the studies iii) and iv) (legal , regulatory and financial studies). In order not to delay the CAB project implementation, CEMAC recommended to launch the 4 consultancies studies at the same time. 1.5.6 Coordination of PPIAF, NEPAD-IPPF and FAPA studies will be under the supervision of the CEMAC Executing Agency assisted by the CAB Expert Commission and National Technical Committees. The Consultants (Transaction Advisor) hired through the NEPAD- IPPF fund and the FAPA in charge of the Legal and financial pre-investment studies, will be in charge of overall coordination of the pre-investment studies financed through NEPAD-IPPF and FAPA. As specified in the terms of references of the pre-investment studies prepared by the CEMAC Commission (see Annex 3), The Transaction Advisor in charge of the « Management and Financial Aspects » study will work closely with the consultants in charge of technical, legal and environmental studies, and will assume overall coordination of the preparatory works for the CAB in order to mobilize the needed financing for CAB implementation. 1.5.7 As to strengthen its Project team in charge of the CAB project, the World Bank hired recently a former IFC private sector specialist familiar with public private operations, and who will assist the CAB project team better understand the various options the CAB public private partnership. In fact the private sector will be called to play a major role in the build up, operations, and maintenance of the physical infrastructure, as well in the selling of the capacity to local operators.

1.6 Justification for the use of NEPAD-IPPF and the FAPA 1.6.1 The NEPAD Infrastructure Project Preparation Facility (IPPF) will be key for the structuring of the proposed CAB Project. As mentioned, the CAB Project will provide significant impact on Central Africa countries not only at country level but also at regional level by resolving the regulatory obstacles and developing open and non-discriminatory access to backbone infrastructure. The CAB project will ensure for the whole region, and particularly landlocked countries, the higher quality and lower price for international voice and data services, and will improve the competitiveness and foster private sector involvement. Once completed, the CAB network will be connected to other African backbones whose studies have been supported by NEPAD IPPF such as EASSY submarine cable, SATA Backhaul, and East Africa backbone. 1.6.2. The initial detailed feasibility study on the Central Africa Backbone (CAB), financed by PPIAF and managed by the World Bank, demonstrated that a public-private partnership was an optimal approach to provide a profitable state of art backbone addressing the current bottlenecks (in terms of price, quality and diversity of services). 1.6.3 These activities/project to be supported by NEPAD-IPPF are a unique PPP arrangement: - Private and public funds will be used for a shared broadband infrastructure in one of the most difficult environment; - Mechanisms to govern the PPP will guarantee open-access principles.

- The operator to manage the network and resale capacity will be a Regional operator. First broadband operator in Africa (other broadband cable consortiums are not operators – their members resale capacity). 1.6.4 The feasibility study recommendations highlight the importance of the private sector in the management and ownership of CAB. The recommendations have been endorsed by the Sector Ministers of the CEMAC region and also by the CEMAC Head of States. 1.6.5 The CAB Feasibility study recommended structuring the project as follows. However, the investment Bank that will mobilize financing and equity from the private sector may adjust the preferred scenario to get private sector commitment. At this stage, it may be assumed that the: - CAB International (SPV) would operate, commercialize wholesale broadband access product to stakeholders: private and incumbent operators, ISPs, broadcasters, CAB national. - CAB International would be owned at inception by the private sector and the Government/ existing incumbent operators; - The private investors should bring equity and financing for the development of CAB International Phase 1, 2 and 3; - The Public Sector should bring an in-kind contribution (existing fiber optic backbone laid next to the oil pipeline for Chad and Cameroon) or cash- contribution (CAR and also Chad); - Equity contribution for each State would be equal in amount (same should apply for additional countries joining the CAB Program Phase 2 and 3) but the overall equity contribution should be well below the private sector contribution to ensure private control of CAB International.

1.6.6 As mentioned earlier, the Transaction advisor that will be hired may come up with different options that are not in line with the above assumptions that came out from the initial feasibility study. 1.6.7 FAPA intervention to Promote intraregional trade in Fragile States and Post Conflict countries: this assistance will promote intraregional trade, and provide confidence and comfort to potential lenders and investors who may hesitate to participate otherwise due to perceived risks or lack of familiarity with conditions in the region. 1.6.8 FAPA intervention to Support to Private Infrastructure: One major component to the Bank’s Private Sector Development Strategy is to assist RMCs in building Competitive Infrastructure. A robust private sector can only be attained if a competitive and reliable infrastructure exists to supply critical services such as energy, water, communication and transportation to businesses. FAPA assistance through technical assistance to deploy the above activities will enable the private sector operators to substantially lower their operating costs, and provide affordable access to all potential users

1.6.9 Complementarities with partnering institutions: there are strong complementarities between CAB partners, in that: - NEPAD and FAPA (funds managed by AfDB) will cofinance the transaction advisory services, by funding the legal and regulatory framework, and the management and financial study; - PPIAF (fund managed by World Bank) will finance the technical and environmental study

- IDF (fund managed by World Bank) will finance the capacity building of the CEMAC to manage and implement the project.

2. Project Description

2.1 Objective The goal of the CAB project is to improve the connectivity within and between CEMAC countries, therefore contributing to the integration of the CEMAC region by providing a robust ICT platform for regional telecommunications and information systems. The CAB project is to support population, businesses and governments across the Central Africa region to have access to quality and affordable ICT services on open, transparent and non- discriminatory terms.

The objective of the preparatory activities is to provide technical assistance to the CEMAC commission in order to finalize the pre-investments studies and prepare the CAB project for implementation, and establish a PPP operation for the implementation, operationalization, and maintenance of the CAB project.

The specific objectives of this technical assistance are to complete the existing and ongoing technical studies in order to select a private operator for the CAB project. The concern is to: i) assist in enhancing the ICT legal and regulatory framework in the region, ii) structure attractively the project as to establish a PPP iii) select a private operator and sign the deal, iv) assist and strengthen CEMAC as to enable it to work efficiently with the private partner.

2.2 Project Scope of Activities 2.2.1 The activities to be covered in this project will involve: i) Technical assistance: The consultant (Transaction Advisor) will assist CEMAC until the selection of a private strategic partner and negotiations. The Transaction Advisor will undertake the mission in two phases run in parallel with phase2 slightly delayed (will start 2 to 3 months after start of phase1) : phase1 (component A) to review and amend the legal and regulatory framework, propose the format of the appropriate PPP, write the documents for the selection of the private operator (RFI, TOR, RFP, model of contract). In Phase2 (component B), the Transaction Advisor will promote the project, select the private partner, negotiate and conclude the contract ii) Advisory support to Project Management Team iii) Audit of the project.

2.2.2 Phase 1 (Component A) – Legal and regulatory documentation

The Transaction Advisor will:

▪ Review existing national and regional policies and legislation in the concerned countries (Cameroun, Chad, and RCA), particularly investment codes and telecom and ICT laws concerning the participation of private sector in ICT infrastructure, and propose amendments or new legislation in order to adapt the legal and regulatory framework in place to facilitate the establishment of the CAB Regional operator (e.g. establishment of a

network; international capacity resale to national telecommunications operators). This could include draft license/ authorization, draft amendment of existing telecom Law, and draft amendment or new secondary legislation. ▪ Prepare the text defining the status and structure to govern and manage CAB International (see more details in the TOR in annex3) ▪ Negotiate agreement (contract) to buy or lease capacity from broadband bandwidth suppliers (CAMTEL and SUDATEL and any Nigerian operator if broadband capacity to buy or resale exist) including financial and technical terms for the future capacity to be bought or leased ; ▪ Prepare « Standard » Interconnection Offer/ Contract between CAB International and the national operators (CAB National) [for the specific technical terms to be included in the Contract, the consultant will get the inputs from the consultant working on “Technical Specifications”]; ▪ Draft a management and maintenance contract [for the specific technical terms to be included in the Contract, the consultant will get the inputs from the consultant working on “Technical Specifications”]; ▪ Prepare Shareholders’ contract for all CAB International Investors [task to link with inputs provided by the consultant assigned for the “Management and Financial aspects” (Phase2)]. The proposed PPP option should be very convincing and should take into consideration the institutional, regulatory, economic, and environments aspects, as well as reflect the international experience in similar projects. The Transaction Advisor will assist the CEMAC in implementing the recommendations and will assess required efforts to strengthen the CEMAC commission to enable it manage the CAB project, and will recommend capacity building measures. 2.2.3 Phase2 (Component B) – Management and Financial Aspects

In this phase, the Transaction Advisor will start the promotion of the project and initiate the selection the appropriate private partner. Transaction Advisor will use its rich experience and deep knowledge of private enterprises to achieve this mission. Special consideration should be given to regional investors. The Transaction Advisor will assist all Management Units (Expert Commission and Project Implementation Unit) to manage and monitor the CAB Project on the behalf of the Government. To this effect, the Transaction Advisor will coordinate the financial structure to put in place with the conclusions of the study on technical aspects and legal and regulatory framework. The Transaction Advisor will have to prepare recommendations on the proposed financial structure. The recommendations will define the financing needed for CAB (International and National); the sources of financing (Public Vs. Private) et the forecast return (debt and equity).

More specifically, the Transaction Advisor will:

4. Review SPV’s optimal external financing structure: Equity, quasi-equity, senior debt; 5. Identification of any equity funding gap within the SPV; 6. Identification of any overall funding gap within the project; 7. Quantification of sustainable external financing; 8. Review of external financing terms and conditions; 9. Recommendations on external financing and negotiation support with request to external financing conditions; 10. Conclusion and recommendation on optimal financing plan/project capitalisation

▪ Design the project structure and modelling: This includes Financial and economic model, which should include economic and financial analysis of the project from the point of view of different parties (private partner, national companies, government), with sensitivity analysis taking into account possible extension of the CAB1.

Under this phase, the following activities should be performed; 1. Review of project structure and recommended financing plan and project capitalisation-SPV, consortium; 2. Review the recommended project structure based on: a. Input provided by the feasibility study: including demand forecast, cost input, capital structure, pricing structure, rate of return. b. An analysis of the distribution of the margin on the value chain and incitative mechanisms (based on costs) to define wholesale and retail capacity tariffs capitalisation and financing plan; c. the recommended project structure, model, long term economic and financial performance; 3. Review in conjunction with the Legal Advisor, the construction and Maintenance Agreement (C1MA) from Business / commercial perspective of the SPV; 4. Review shareholder agreement, by-laws of SPV and associated documents; 5. Review cost-based pricing formula and commercial margin; 6. Analyse aspects of incorporation and pros and cons of various countries (tax regime, business climate, creditor and debtor rights, security, etc…)

▪ Provide Negotiation support: Under this phase, the following activities should be performed 1. Advise SPV members on the financial contracts associated with its borrowing including term sheets, security requirements, etc; 2. Assist in negotiations of financing and SPV documentation; 3. Define attractive and flexible rules for all stakeholders involved in the Public-Private Partnership (rights and commitments for all stakeholders); 4. Alongside legal advisors and in conjunction with DFIS, sponsor committee and regulators; 5. Draft a schedule of events for closing. 6. Draft directives for the preparation and negotiations of agreement (contract) to buy or lease capacity from broadband bandwidth suppliers

The recommendations will be submitted to the Expert Commission.

Following the acceptance of the recommendations, the consultant will:

▪ Assist the Project Implementation Unit (CEMAC), the Expert Commission and Governments to mobilize all the financings needed for CAB National and CAB International in its basic configuration (Cameroon, CAR, and Chad). ▪ Assist the parties involved in making sure that all financing needed is available. The consultant will have to prepare a Teaser and all transaction documents to attract potential CAB International Investors.

For this purpose, the consultant will have to: ▪ Assist all parties identified above during their discussion and negotiations with (i) international and regional financial institutions (Donors) and the local governments for CAB National; and (ii) international, regional and national financial institutions, important private sector investors from the Region and Telecom operators for CAB International. ▪ Based on the results of the promotional work and the interest shown by the private sector, the consultant may review and correct the form of the proposed private structure. ▪ Prepare the pre-qualification short list and the bidding documents ▪ Evaluate the offers, and manage the evaluation process until the selection of a private partner ▪ Prepare the contract with key performance indicators, and assist CEMAC in the signing of the contract

2.3 Expected Outputs and Linkages to Target Project

2.3.1 The major output of this study will be the production of: ▪ Phase 1 (Component A) : Legal and regulatory documentation

- An Initial/Take-off Report (identifying all activities in details and related deadlines); - A legislative Report (identifying all legal and regulatory amendments needed for the establishment of the CAB); - A CAB legal structure Report. The report will identify all options, recommend an appropriate structure and propose the draft legal status and manual for the new structure to operate and manage CAB; - A Buy/ Lease capacity Report. The report will present all contractual aspects and propose a draft interconnection agreement describing the relationship between CAB International and third operators willing to be connected to CAB; - An Operating Management and Maintenance (O&M) Report identifying all contractual aspects and draft O&M contract; - Report on required efforts to strengthen the CEMAC commission to enable it to manage the CAB project; - A monthly implementation note identifying progress and pending issues on the Project.

▪ Phase2 (Component B) : Management and Financial Aspects - A CAB Options Report. The report will identify all options and recommendations for the proposed financial structure. The report will present the results of the financial/economic analysis and the sensitivity analysis. The result of the analysis of distribution of the margin on the value chain and the incentive mechanism to define wholesale/retail prices will also be presented. - A report on risk analysis and mitigations measures - Documentation brochure for the promotion campaign of the project; - Report on promotion campaign;

- Draft and final bidding documents to mobilize CAB Financial International Investors; - Report on bid assessments; - Contract with the selected private partner; - A monthly implementation note identifying progress and pending issues on the Project.

2.3.2 National Workshops

- Presentation and validation of the legal and regulatory framework in the 3 countries; - Presentation and validation of the PPP selected structure in the 3 countries; - Investors forum within the framework of the promotion campaign; - Meeting short listed private partners; - Meeting between the selected private partner and the CEMAC commission.

2.3.3 All reports will be submitted for review to the Expert Commission. The consultants will have to speak French and submit all draft documents in French. The final reports should be sub mitted in French and English.

3. Cost Estimates for the Two Preparatory Activities (Legal and Financial)

3.1 The costs estimates for the two activities are provided in Table 1 below (see Annex2 for a detailed table on cost estimates). The total estimated cost is about 1,159,224 US $, comprising 806,720 US $ for the legal and financial technical assistance, and 352,504 US $ for project management, equipment, auditing and contingency. Table 1: Cost Estimates for Preparatory Activities (by component in US $)

Phase1- Component A : Legal and regulatory Phase2- Component B : Financial Aspects Man/ Amount NEPAD FAPA CEMAC Man/ Amount NEPAD – FAPA CEMAC month in US $ – IPPF month in US $ IPPF

T1 (Total 12 192,000 192,000 - - 20 320,000 - 320,000 - Consultants)

T2 (Total Travels, 64,960 64,960 - - 117,760 - 117,760 - logistics, promotional campaign)

T3 (Total 48,000 48,000 - - 64,000 - 64,000 - Seminars) T4 (Total Project 104,120 69,120 - 35,000 104,120 69,120 - 35,000 coordination) T5 (Total 14,880 14,880 ------Equipment) T6 (Total Audit) 24,000 24,,000 - - Total 423,960 388,960 - 35,000 629,880 93,120 35,000 Contingency 42,396 42,396 62,988 62,988 Total (Project) 466,356 431,356 - 35,000 692,868 156,108 501,760 35,000

Table 2: Cost Estimates (in local and foreign costs) for the Two Preparatory Activities

Local Cost in US $ Foreign cost in US $ Total Cost in US $ equivalent Phase1 + Phase2 189,440 617,280 806,720 (Component A & B) Project Management 107,920 115,200 223,120 & equipment Audit 24,000 0 24,000 Contingency 105,384 105,384 Total (project) 321,360 837,864 1,159,224

Detailed cost estimates for the Preparatory Activities are provided in Table1 & Table2 above. The total cost estimate is about 1,159,224 US $ of which 837,864 US $ is in foreign costs (73% of total costs) and 321,360 US $ in local costs (23% of total costs). The total amount comprises an amount of 587.464 US $ from NEPAD-IPPF, an amount of 501.760 US $ from FAPA, and an amount of 70.000 US $ from CEMAC. *** CEMAC contribution will be mainly in kind as counterpart funding estimated at 70,000 US $, represents around 6 % of the total project cost. A 10% contingency has been built into the cost estimates

4. Procurement of Goods and Consultancy Services

Procurement arrangements are summarized in Table3 below. All procurement of goods, works and acquisition of consulting services financed by the Bank will be in accordance with the Bank's Rules of Procedure for Procurement of Goods and Works or, as appropriate, Rules of Procedure for the Use of Consultants, using the relevant Bank Standard Bidding Documents.

4.1 Legal and Financial Study: The procurement of consulting services for the Legal and Management & Financial study will be undertaken on the basis of a shortlist of qualified firms, in accordance with the Bank’s Rules of Procedure for the Use of Consultants. The selection procedure will be based on the technical quality with price consideration. The reason for selecting the short list method for the selection of the qualified firms is that the technical studies for the Legal and Management & Financial aspects require specialized firms with proven competencies in the setting and harmonization of ICT legal framework and PPP arrangements. 4.2 Project Coordinator: An individual consultant (Project Coordinator) to assist the Project Manager will be recruited through a shortlist of qualified consultants in accordance with the Bank’s Rules of Procedure for the Use of Consultants. 4.3 Goods: procurement of office equipment, estimated at US$ 14,800, will be undertaken by National Shopping, either in one or in a number of lots.

4.4 Audit: The procurement of consultancy services for annual auditing will be undertaken on the basis of a shortlist of firms. The selection procedure will be based on establishing the comparability of technical proposals and selection of the lowest financial offer. 4.5 Executing Agency

The CEMAC Department of Transport and Telecommunications (CAB project Executing Agency) will be responsible for the procurement of goods/consulting services/training services financed by the African Development Bank. CEMAC has prior experience in the management and supervision of consultancy assignments of this type having previously coordinated the CAB feasibility study. However, to strengthen the Executing agency competencies, the African Development Bank will be supporting the Executing Agency with a procurement specialist familiar the Bank’s acquisitions procedures.

4.6 Review Procedures The following documents are subject to review and approval by the Bank before promulgation:

- Specific Procurement Notices - Pre-qualification Invitation Documents {if appropriate} - Tender Documents or Requests for Proposals from Consultants - Tender Evaluation Reports or Reports on Evaluation of Consultants' Proposals, including recommendations for Contract Award - Draft contracts, if these have been amended from the drafts included in the tender invitation documents.

Table 3 - Procurement Arrangements (in US $)

Item # description Procurement Method Short list National International Total Shopping Shopping 1. Services

410,344 * 1.1 Consultancy 501,760 ** for Legal and financial Project 115,200 * 1.2 Management 23,040* (Project 70,000 *** coordinator & Individual Consultant) Audit Service 24,000 * 1.3 2 Goods - -

2.1 Office 14,880 * Equipment

Legend: *: financed by NEPAD IPPF, **: financed by FAPA, ***: financed by CEMAC

5. Project Schedule

5.1 Grant Agreement The work is expected to span 10 months from inception and the budget will consist in a lump sum amount covering the consultant’s fees, subsistence, travel, and administrative expenses.

NEPAD-IPPF approval Month 09, 2008 FAPA approval Month 09, 2008 IPPF-FAPA Grant Signature Month 09, 2008

5.2 Selection of the Consultant Advertising and preparation of the short list Month 09, 2008 Issue of Request for Proposal Month 10, 2008 Submission of Proposal Month 11, 2008 Bank Approval Month 01, 2009 Negotiation with Consultant and Contract Award Month 02, 2009

5.3 Phase1 (Component A- Legal and regulatory documentation) Commencement of the Services (M) Month 03, 2009 Inception Report (M+1) Month 04, 2009 Legislative Report (M+3) Month 06, 2009 CAB legal structure Report (M + 3) Month 06, 2009 Buy/ Lease capacity Report (M + 5) Month 08, 2009 Operating, Management and Maintenance (O&M) Report (M+6) Month 09, 2009 Documents and Restitution Workshop (M+7) Month 10, 2009 Final Report and Tender Documents (M+9) Month 12, 2009

5.4 Phase2 (Component B - Management and Financial Aspects) Commencement of the Services (M) Month 06, 2009 Inception Report (M+1) Month 07, 2009 Draft Bidding documents (M+2) Month 08, 2009 Final Bidding Documents (M+5) Month 11, 2009 Transaction report for CAB (M+6) Month 12, 2009

6. Implementation 6.1 Executing Agency 6.1.1 The CEMAC Commission will coordinate with member States for Country inputs. The Department of Transport and Telecommunications will be leading this activity for the

CEMAC Commission (same department that supervised the initial feasibility study), and will be the Executing Agency for the proposed study. The CEMAC Commission will assign one full time professional (CEMAC Project Manager) to the supervision of the study whose CV will be sent to the Bank for its approval before signature of the Grant, who will act as a counterpart to the Bank Task Manager and assume overall responsibility on behalf of the CEMAC Commission and Member States for activities implementation. 6.1.2 At its coordination meeting on February 20, 2008 in BANGUI RCA, the Inter-ministerial Pilot Committee (CMP) nominated CEMAC to be in charge of the coordination activities, as well as the procurement and contracts management. CEMAC Commission will be assisted by the Expert Committee (CE) regarding the assessment and validation of the proposals. 6.1.3 In addition, an individual consultant (Project Coordinator) to be recruited for 12 months, under the project will assist the CEMAC Secretariat in the implementation of the study. The Project Coordinator will work under the supervision of the CEMAC Project Manager to oversee the work of the Consultants (transaction advisors) carrying out the pre-investment legal and financial studies. The Project Coordinator’s main tasks will include procurement activities, coordination, and assistance in project planning and preparation phase (see TOR in Annex7). 6.2 Disbursement 6.2.1 According to the NEPAD – IPPF, Operational Guidelines, the disbursement of the grant will be through a direct payment to the consultancy firm. The first payment shall be disbursed upon satisfactory fulfilment of the conditions precedent to the first disbursement as stated in the letter of Agreement. As for the Project Coordinator, the disbursement will be through a special account for the Project management team, equipment, and project audit. The CEMAS Secretariat will open a Special Account in a bank acceptable to the IPPF. Given the amount of the budget allocated to the recruitment of the Individual Consultant, it will be paid in one tranche only.

6.2.2. For the Consulting Firm payment, the following payment is envisaged. This will further be confirmed during negotiation with the selected firm.

Payment Indicative Timing Deliverable Schedule 10% and up to Contract Signature Signed contract 20% (against a bank guaranty) Inception Report (component A & Contract Signature + 1 month 10% B) Draft Final Report (legal and Contract Signature + 4 regulatory documentation, CAB 25% months legal structure and CAB financial structure) Contract Signature + 5 Draft bidding documents to 10% months mobilize CAB financial investors Contract Signature + 7 Stakeholder workshops & 10% months promotional campaign Contract Signature + 9 Report on bid assessment, and 25% months Signing transaction contract with

selected private partner Final Report + Signature of the Contract Signature + 10 10% (success contract with the selected Private months fee) Operator

*** The remuneration structure for the consultant firm (Phase1 + Phase2 --- Components A&B) includes a fixed fee and success fee. The success fee accounts for approximately 10% of the total amount of the services delivered as agreed in Annex3. The Success Fee will be paid only when the transaction is completed, upon signature of the contract with the selected Operator 6.3 Supervision and Monitoring 6.3.1 The CEMAC Department of Transport and Telecommunications will be leading this activity for the CEMAC Commission. The CEMAC Project Manager will coordinate these activities assisted by the CAB Expert Commission which act as a Quality Control Mechanism. The CAB Expert Commission has been endorsed by CEMAC Member States for this purpose (the Expert Commission has prepared the attached set of Terms of References). 6.3.2 During the implementation period, the Project Manager will monitor the technical and financial aspects of the project, and will prepare and forward to the Bank a Quarterly Progress Report highlighting the status of activities, disbursements made and anticipated, problems encountered and solutions envisaged, as well as the projected program for subsequent quarters. 6.3.3 The Bank will monitor the implementation of the project through reviews of key outputs of the study (Inception Report, Interim & Final Reports and Tender Documents), and regular supervision missions. Bank’s national offices in Cameroon and Chad will assist the Project Coordinator in the acquisition process, and in the supervision missions on behalf of the Bank’s Task Manager. 6.4 Risks and Mitigations Measures

Inadequate financing: Mobilizing the requested funds is almost complete. The World Bank has already secured grants for the technical and environmental studies. From the AfDB side, there should be no major issues as the NEPAD-IPPF and FAPA have already shown strong support to the project. Inadequate coordination: This could delay project implementation. While there are high demands and interests from participant countries, and from regional coordination body (CEMAC), the implementation capacity and readiness itself may cause the serious delay of project implementation. AfDB and the World Bank should work closely with CEMAC to ensure that any issue that may delay the project should be resolved immediately. Security risk/ Instability in targeted countries: a deterioration of the security situation constitutes the largest source of risk, and these country risks are exogenous and their mitigation falls largely outside the scope of this study.

7. Conclusions

7.1 The detailed legal and financial studies will permit the readiness of the project for implementation. The establishment of an integrated Central Africa Backbone is part of the implementation of the Connect Africa Summit Goals, and is line with the objectives

of the NEPAD and the FAPA. The initiative (regional backbone) is part the NEPAD short-term action plan for infrastructure.

7.2 This project once implemented, will connect Central Africa land locked countries with broadband access to world telecom networks (such as SAT3 and EASSy submarine cables, and East Africa Backbone), and will provide to region states populations, businesses and governments affordable broadband ICT infrastructure based on fiber optics aimed at facilitating efficient communications in the Partner States, between them and with the rest of the world. The targeted countries will benefit from lower cost of international broadband capacity, which will result in increasing country and region competitiveness, as well as improving government efficiency and transparency through e-government applications.

7.3 The CAB project would also have a strong benefit in that it will favor physical interconnection of individual telecommunications networks in the region owned by various domestic operators and enhance collaboration, as well promote more commercial exchanges among the central Africa countries, which will improve the regional integration among CEMAC countries.

8. Recommendations

8.1 Based on the foregoing, it is, therefore, recommended that a NEPAD-IPPF Grant of a maximum of 587.464 US$ and a FAPA grant of 501.760 US$ be awarded to CEMAC Commission as the Executing Agency. The Grant shall be used by CEMAC to finance detailed pre-investment studies (detailed legal and financial studies) to permit the readiness of the project for implementation).

8.2 The release of the NEPAD-IPPF and FAPA Grants to the project should be subject to satisfactory fulfillment of the conditions precedent to the first disbursement as stated in the letter of Agreement. According to the NEPAD – IPPF Operational Guidelines and FAPA Operational Guidelines, the disbursement of the grant will be through direct payments and through a Special Account.

COMMUNAUTE ECONOMIQUE ET MONETAIRES DE L’AFRIQUE CENTRALE ORGANIGRAMME DU SECRETARIAT EXECUTIF

CONFERENCE DES CHEFS D’ETAT

CONSEIL DES MINISTRES

SECRETAIRE EXECUTIF

Direction du Direction de Direction de Direction des Direction de Commerce, de Direction du Direction des l’Agriculture, l’Éducation, Affaires l’Analyse l’Industrie & du Marché Transports et Sécurise Culture & Aff. Administratives Économique Tourisme Commun Télécommunications Alimentaire & Sociales & Financières Environnementale

PROJECT IMPLEMENTATION UNIT ORGANIZATION

Pilot committee (Inter-ministerial Committee)

CEMAC Department of Transport & Communication

Expert Executing National Technical Commission Agency Committee

( AFDB, WB, CEMAC, ITU, CEEAC ) - Project Manager (Gov, Regulatory Agencies, Operators ) - Project Coordinator - Technical Assistant - Secretary

Annex1: Draft Letter of Agreement and attachments

AFRICAN DEVELOPMENT BANK GROUP VICE PRESIDENT OPERATIONS –

13 Avenue du Ghana BP 323

1002 Tunis Belvédère Tunisia Telephone: (216) 71 102 002 Fax : (216) 71 332 015

Web Site : www.afdb.org

VICE PRESIDENT

REF: Date:

Mr. Antoine NTSIMI President CEMAC Commission Avenue des martyrs BP 969 Bangui, RCA Tel: (236) 21 61 21 35 Fax: (236) 21 61 21 35 E-mail: [email protected]

Dear Sir,

NEPAD-Infrastructure Project Preparation Facility (NEPAD-IPPF) Grant for Central Africa Backbone -Letter of Agreement

I am writing on behalf of the African Development Bank (the Bank) to inform you of the Bank’s agreement to grant to the CEMAC, herein referred to as the Recipient, a NEPAD-IPPF Grant in an amount not exceeding 587.464 US $ (the Grant). The purpose of the Grant is to finance certain expenditures required for the preparatory activities that would assist in ensuring the readiness for financing the proposed CAB project, a regional project within the CEMAC region. The Grant is made for the purposes and on the terms and conditions set forth in Attachments hereto, and the Recipient hereby represents, by confirming its agreement hereunder, that it is authorised to contract, withdraw, and utilise the Grant for the said purposes and on the said terms and conditions.

The obligation of the Bank to make the first disbursement of the Grant shall be conditional upon fulfilment of the following conditions by the Recipient, namely, the Recipient shall have submitted evidence satisfactory to the Bank that:

Annex 1 25

i. A special deposit account (the Special Account) in US Dollars has been opened in a commercial bank acceptable to the Bank. ii. The depository bank of the Special Account has issued a confirmation, in a form acceptable to the Bank that the funds in the Special Account will be segregated as a special deposit for the specific purposes for which the Grant is granted, and consequently shall not be subject to claims of setoff, seizure, or attachment. The amounts of the Grant withdrawn shall carry no service charge as per paragraph 5 of Attachment III hereof. The provision of this Grant does not constitute or imply; any commitment on the part of the Bank to assist in the financing of the project for the preparation of which the Grant is made. Please confirm your agreement with the foregoing on behalf of the Recipient, by signing, dating, and returning to us the enclosed copy of this letter, with each page thereof duly initialled. This agreement will become effective on the date of counter signature.

Yours sincerely,

AFRICAN DEVELOPMENT BANK

Mr. M.S.V GANTSHO Vice-President Date: ------

AGREED

CEMAC COMMISSION

Mr. Antoine NTSIMI PRESIDENT Date: ------

Annex 1 26

Attachment I Purposes, Terms, and Conditions of the NEPAD-IPPF Grant

1. This Grant is issued to the Recipient on behalf of CEMAC for purposes of financing specified aspects of a technical studies that would assist in ensuring the readiness for financing of the proposed CAB project, as set out in Attachment IV hereof (herein after called the Project).

2. The Recipient shall:

i. Carry out the project preparation activities outlined in attachment IV, with due diligence and efficiency;

ii. Promptly provide the funds, facilities, services, and other resources required for the purpose:

iii. Provide to the Bank all information covering such activities and the use of the proceeds of the Grant as the Bank shall reasonably request; and

iv. From time to time exchange views with the Bank’s representatives on the progress and results of such activities.

3. The obligation of the Bank to make the first disbursement of the Grant shall be conditional upon fulfilment of the following conditions by the Recipient, namely, the Recipient shall have submitted evidence satisfactory to the Bank that:

i. A special deposit account (the Special Account) in Euros) has been opened in a commercial bank acceptable to the Bank.

ii. The depository bank of the Special Account has issued a confirmation, in a form acceptable to the Bank that the funds in the Special Account will be segregated as a special deposit for the specific purposes for which the Grant is granted, and consequently shall not be subject to claims of setoff, seizure, or attachment.

4. The Recipient shall employ consultants acceptable to the Bank on terms and conditions satisfactory to the Bank. The consultants shall be selected in accordance with principles and procedures satisfactory to the Bank and on the basis of the Bank's Rules of Procedure for Use of Consultants, January Edition 2000, as amended. No substitution of such consultants or modification of the terms and conditions of their employment shall be made except with the prior approval of the Bank. The procurement of goods will be carried out in accordance with Bank’s Rules of Procedure for the Procurement of Goods and Works, January Edition 2000, as amended.

5. The Recipient shall ensure that the proceeds of the Grant shall be used exclusively for the procurement in the territories of the State Participants or Member States, of goods produced in and services supplied from, those territories (the terms "State Participant" and "Member State" being defined in Article 1 of the Agreement Establishing the African Development Fund and Article 3 of the Agreement Establishing the African Development Bank.

Annex 1 27

6. The Executing Agency for the Project shall be CEMAC Commission.

7. The closing date of the Grant is December 31, 2011. No withdrawals of the Grant shall be made after said date, and any amount of the Grant then remaining unwithdrawn shall be cancelled, unless the Bank shall establish a later date.

Annex 1 28

Attachment II Special Account

1. For the purposes of this Attachment:

(a) The term "categories" means categories of items to be financed out of the proceeds of the Grant as set forth in Attachment IV:

(b) The term "eligible expenditures" means expenditures in respect of the reasonable cost of goods and services required for the project preparation activities to be financed out of the proceeds of the Grant; and

(c) The term "Authorised Allocation" means an amount not less than US Dollars 20,000 to be withdrawn from the Grant and deposited in the Special Account pursuant to paragraph 3 (a) of this Attachment.

2. Payments out of the Special Account shall be made exclusively for eligible expenditures.

3. Withdrawals of the Authorised Allocation from the Bank and subsequent withdrawals to replenish the Special Account shall be made as follows:

(a) The Recipient shall furnish to the Bank a request or requests for a deposit or deposits in accordance with the Authorised Allocation but not exceeding the total amount of the Grant that remains undisbursed at any given time. On the basis of such request or requests, the Bank shall, on behalf of the Recipient, deposit in the Special Account such amount out of the proceeds of the Grant as requested by the Recipient.

(b) For replenishment of the Special Account, the Recipient shall furnish to the Bank requests for deposits into the Special Account at such intervals, as the Bank shall specify.

(c) Prior to or at the time of each such request, the Recipient shall furnish to the Bank the documents and other evidence required pursuant to paragraph 4 of this Attachment for the payment or payments in respect of which replenishment is requested.

(d) On the basis of each such request, the Bank shall, on behalf of the Recipient, deposit into the Special Account out of the proceeds of the Grant such amount as requested by the Recipient and shown by the said documents and other evidence to have been made out of the Special Account for eligible expenditures.

4. For each payment made by the Recipient out of the Special Account, the Recipient shall upon the Bank’s request, forthwith furnish to the Bank such documents and other evidence showing that such payment was made exclusively for eligible expenditures.

5. Notwithstanding the provisions of paragraph 3 of this Attachment, the Bank shall not be required to make further deposits into the Special Account:

Annex 1 29

(a) If at any time, the Bank determines that all further withdrawals of the Grant should be made directly by the Recipient; or

(b) Once the total withdrawn amounts of the Grant equals the equivalent amount of the approved Grant.

6. Furthermore, if the Bank determines at any time that any payment out of the Special Account was:

(i) Made for an expenditure or in an amount not eligible pursuant to paragraph 2 of this Attachment; or

(ii) Not justified by the evidence furnished to the Bank, the Recipient shall, promptly upon notice from the Bank;

(a) Provide such additional evidence as Bank may request; or

(b) Deposit into the Special Account (or, if the Bank shall so request, refund to the Bank) an amount equal to the amount of such payment or the portion thereof not so eligible or justified.

7. Unless the Bank shall otherwise agree, no further deposit by the Bank into the Special Account shall be made until the Recipient have provided such evidence or made such deposit or refund, as the case may be.

8. If the Bank determines at any time that any amount outstanding in the Special Account will not be required to cover further payments for eligible expenditures, the Recipient shall, promptly upon notice from the Bank, refund to the Bank such outstanding amount.

9. The Recipient shall, upon notice from the Bank, refund to the Bank all or any portion of the funds on deposit in the Special Account.

10. Refunds to the Bank made pursuant to paragraphs 6, 7, and 8 of this Attachment shall be added to the un-withdrawn amount of the Grant.

Annex 1 30

Attachment III Financial Provisions Applicable to the NEPAD-IPPF Grant for Project Preparation

1. The Bank shall disburse funds to the Recipient to meet expenditures specified in Attachment IV. The Recipient should submit a written application for withdrawal in the form specified by the Bank, signed on behalf of the Recipient (as provided in Paragraph 2 of this attachment) and accompanied by evidence of the expenditures made or, if the Bank shall so agree, to be made.

2. The President of CEMAC Commission, or any person(s) designated in writing by said authorised Official shall sign withdrawal applications for the Grant on behalf of the Recipient. Authenticated specimen signatures of the designated persons shall be provided to the Bank with the first application

3. The Grant shall be disbursed in the currency of the NEPAD - IPPF in accordance with the Bank’s Rules of Disbursement.

4. Withdrawals shall be made only for expenditures for services supplied from, or goods produced in eligible countries as provided under Attachment I.

5. No service charge will be applied to the proceed of the Grant.

6. The Bank may, by notice to the Recipient, suspend at any time further withdrawals of the Grant if any of the following events of suspension shall have occurred:

a. Funds withdrawn have not been used for the purpose agreed between the Recipient and the Bank;

b. The preparation activities are not carried out in accordance with the standards or methods agreed between the Recipient and the Bank.

7. At any time after withdrawals of the Grant have been suspended pursuant to the provisions hereof, the Bank may, by notice to the Recipient, cancel any amount of the Grant remaining undisbursed.

8. For purposes of any correspondence, notice or demand provided herein, the following addresses shall apply:

Annex 1 31

For the Bank: Mail Address: Headquarters Address: African Development Fund 01 B.P. 1387 - Abidjan 01 COTE D’IVOIRE Tel: (225) 20-20-44-44 / 20-20-48-61 Fax: (225) 20-20-53-02 / 20-20-49-19

Temporary Relocation Agency Address: African Development Bank Temporary Relocation Agency 15, avenue du Ghana Tunis Belvedere 1002 - TUNISIA Tel: (216) 71.10 3077 Fax: (216) 71.33 2694

Attention: NEPAD – IPPF Task manager

For the Recipient: Mail Address:

CEMAC Commission Avenue des martyrs BP 969 Bangui, RCA Tel: (236) 21 61 21 35 Fax: (236) 21 61 21 35

Annex 1 32

Annex2: Cost Estimates

Phase1 Phase2 Total local Total Total local Total currency foreign Qty- currency foreign Qty - Unit PU (US (US $ currency Total Unit PU (US (US $ currency Total (H/M) $) equivalent) (US $) (US $) (H/M) $) equivalent) (US $) (US $) Consultants International expert (Team Leader) 1 16 000 16 000 1 16 000 16 000 Senior Legal international expert / deputy Team Leader 2 16 000 32 000 - 16 000 - Senior Financial international expert / deputy Team Leader - 16 000 - 4 16 000 64 000 International legal expert 4 16 000 64 000 2 16 000 32 000 Local legal expert 4 16 000 64 000 2 16 000 32 000 Telecom economist expert - 16 000 - 2 16 000 32 000 Senior Financial analyst - 16 000 - 4 16 000 64 000 Financial analyst - 16 000 - 4 16 000 64 000 Communication expert 1 16 000 16 000 1 16 000 16 000 Total1 (consultant) 12 16 000 192 000 192 000 20 16 000 320 000 320 000 Travel - Logistic Airf travel (international) 10 4 000 40 000 12 4 000 48 000 Air travel (regional) 16 480 7 680 20 480 9 600 Land transport 6 2 400 14 400 10 2 400 24 000 Document reproduction 1 480 480 1 960 960 Telecommunication /mail 1 2 400 2 400 1 3 200 3 200 Promotional campaign 1 32 000 32 000 Total2 (Travel & logistic) 17 280 47 680 64 960 60 160 57 600 117 760 Workshops Validation seminars (legal aspects) 3 16 000 48 000 Validation seminars (financial aspects) 3 16 000 48 000 Investor forum 1 16 000 16 000 Total3 (Workshops) 48 000 48 000 64 000 64 000

Annex 2 33

Total4 (T1+T2+T3:Consultants + logistic + Workshops) 65 280 239 680 304 960 124 160 377 600 501 760

Coordination & Project Management (Executing agency) Logistics (office space, staff salaries, transportation,….) 1 35 000 35 000 - 1 35 000 35 000 - Project Manager 6 1 600 9 600 6 1 600 9 600 Secretary 6 320 1 920 6 320 1 920 Advisor to the Project Manager 6 9 600 57 600 6 9 600 57 600 Total5 (Executing agency) 46 520 57 600 104 120 46 520 57 600 104 120 Equipment Micro-computers (laptops) 2 3 200 6 400 Ink jet printer 1 640 640 scanner 1 640 640 video projector 1 2 400 2 400 Photocopier (small capacity) 1 3 200 3 200 Office Furnitures & consumable 1 1 600 1 600 Total6 (Equipment) 14 880 14 880 - Total7 (T5+T6:Project management & Equipment) 61 400 57 600 119 000 46 520 57 600 104 120

Project Auditing - - - - 1 24 000 24 000 - 24 000

Total (consultants + executing agency + auditing) 126 680 297 280 423 960 194 680 435 200 629 880 Contingency (10%) 42 396 62 988 TOTAL (total costs + contingency) 466 356 692 868 Total (Phase1+ Phase2) 1 159 224 1 Euro = 1,6 US $

*** Note: the purchased equipment will be kept by CEMAC at the project completion, and will contribute to the capacity building of the Institution.

Annex 2 34

Annex3: Terms of Reference (TOR)

I. INTRODUCTION These Terms of Reference have been prepared in view of the selection of consultancy services (Transaction Advisor) to prepare the Central Africa Backbone (CAB) project for financing and implementation. The TOR for this study is to prepare: i) the legal and regulatory documentation of the Central African Backbone (CAB) Project; ii) the Management and Financial Aspects; II. CEMAC countries - The Economic and Monetary Community of Central Africa (CEMAC) established in 1994 is an economic grouping of six countries, namely: Cameroon, Central African Republic (CAR), Congo, Gabon, Equatorial Guinea, and Chad,.

- The vision of CEMAC is to transform the six countries, currently operating as individual fragmented markets, into a single, integrated, vibrant and globally competitive regional market characterised by free movement of goods, available and affordable services, capital and labour. To achieve this vision, CEMAC is undertaking several regional infrastructure projects including the CAB fiber optic network. .

III. Background of the CAB project

III.1 The economic and social development of Central Africa is held back by high cost structure and is compounded by the limited availability of affordable telecommunications infrastructure. Some Central African countries have started to take steps to reduce the cost of access domestically through market liberalization and policy/regulatory reform. However, due to incomplete liberalization and lack of infrastructure, cost for ICT and telecommunications services have remained high. Without access to low price and high quality of telecommunications services, it is very costly for countries to trade between themselves and with the rest of the world.

III.2 At the policy, legal and institutional levels, most of the ten (10) countries covered by this project (CEMAC Countries plus DRC, Nigeria, Sao Tome and Principe, Sudan), have updated or are in the process of finalizing new sector policies (i.e. Cameroon and CAR in 2006, Chad in 2007), seven (7) countries have established separate regulatory authorities, eight (8) countries have two or more mobile operators, six (6) countries have partially privatized their incumbent telecom operator.

III.3 Some key ICT indicators for the ten countries covered by the CAB Program, in terms of access and price are as follows: – Fixed teledensity is well below the Sub-Saharan Africa (SSA) average (0.77 VS. 1.77 lines per 100 people in 2005) – Mobile teledensity is also below SSA average (10.2 VS. 12.5 lines per 100 people in 2005)

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– Average Internet dial-up (low bandwidth) access cost per month in 2005 is USD65 for the targeted country group, USD72 for the CEMAC compared to USD45 in SSA and USD22 in the World III.4 The Central Africa region relies currently mostly on expensive and poor satellite infrastructure with costs amongst the highest in the world. International: Bandwidth tariffs are more than USD10,000 per Mbits per month for landlocked countries (i.e. Chad and CAR using exclusively satellites) while volume buyers in very well-connected countries (using international fiber-optic backbones) like South Africa could buy international bandwidth at about USD1000 per Mbits per month. III.5 The effects of incomplete liberalization of the ICT sector, combined with poor quality network, and prohibitive telecommunications and ICT do not favour the economic development of the region. Strong support from development partners is needed to assist the region in developing modern telecommunication networks as to support populations and businesses to have affordable and reliable ICT and telecom services.

IV. Current Status of the CAB project IV.1 There is considerable interest among governments in the region to address the existing sector constraint and develop an efficient Central Africa telecommunications market as key to promoting regional integration, economic growth and development of member states. Some studies have been undertaken in the region to assess options for infrastructure sharing among countries, and relative costs/benefits of terrestrial and satellite backbone infrastructure. IV.2 The detailed feasibility study on the Central Africa Backbone (CAB), financed by PPIAF and managed by the World Bank, to link CAR and Chad to the existing fiber network laid along the oil pipeline between Chad and Cameroun, was carried out from August 2006 to March 2007. The CAB, as designed, is an international telecommunications network made up of suitable on-ward terrestrial fiber connections connected to undersea optical fiber cable system in the African Western Coast (SAT3) that would link several Central African countries and provide the region with a digital broadband access to the global fiber network. The planned broadband backbone would leverage the fiber optic infrastructure laid along the oil pipeline between Kribi (Cameroon) and Doba (Chad). The oil consortium has allocated a significant portion of the capacity of fiber optic cable (12 fibers) through two agreements with the respective governments. Central African countries and the CEMAC Commission were associated to the consultancy (see the map of the Central Africa Backbone – Basic configuration - in Annex4). IV.3 The Study confirmed the feasibility of the CAB Project and recommended the implementation of CAB Phase 1 involving Cameroon, CAR and Chad (but also links to Nigeria and the Sudanese border). The study shows also that the impact on International Capacity tariff fluctuates between -30% to -60% for landlocked countries (Chad and CAR) depending of the scenario). One main study finding was the viability of the establishment of a Public-Private Partnership for the CAB to leverage private sector investment and management. CAB phase2 will include additional countries of the central Africa region (Congo, Equatorial Guinea, Gabon, DRC, Nigeria, Niger, Sao Tome & Principe, and Sudan). IV.4 The final report was delivered in April 2007 to the authorities of the three main countries involved in Phase 1 of the Project (Cameroon, Central African Rep.(CAR), and Chad). IV.5 A Ministerial meeting with the Telecom Ministers from Cameroon, Chad and CAR was organized in N’Djamena on April 20-21, 2007. During this meeting, all reports were adopted

Annex 3 36 and an institutional framework was agreed on to facilitate project implementation. During the Head of States meeting for the CEMAC Region on April 25, 2007, a declaration was adopted to facilitate the deployment/implementation of the CAB Project. IV.6 In May 2007, the CEMAC Heads of States adopted a resolution calling for the establishment of the Backbone and asking Donors to provide financing for the CAB implementation (other countries with limited availability of affordable telecommunications infrastructure have already expressed interest in the CAB Program and have been included in the overall Program – Congo, Equatorial Guinea, Gabon, and DRC, Nigeria, Niger, Sao Tome y Principe and Sudan)3. IV.7 To date CAB Phase 1 countries have established: (i) an Inter-Ministerial Committee involving sector Ministers, (ii) an Expert Commission involving three representatives from each participating CAB Phase 1 countries, and one representative from the following institutions the World Bank, the African Development Bank, the CEMAC, the CEEAC and the International Telecommunication Union; (iii) National technical committees involving representatives from the Government, the Regulatory agency, the public and private operators and users groups. IV.8 Technical Teams have been identified by the Governments of Cameroon, Chad and CAR for the CAB Project Phase 1. Other institutions like CEMAC, CEEAC, ITU, the World Bank and the African Development Bank, are also closely involved in this Project and have mobilized experts/teams. IV.9 The coordination meeting of the Expert Committee and the Inter-Ministerial Pilot Committee held on 18-20 February 2008 in Bangui, CAR, concluded that only countries involved in Phase 1 of the Project (Cameroon, Central African Rep. –CAR- and Chad) should be concerned in this first phase. Once CAB phase1 is completed, CAB phase2 should be initiated. V. Objective of the Preparatory Activities V.1 The objective of the preparatory activities is to provide technical assistance to the CEMAC commission in order to finalize the pre-investments studies and prepare the project for implementation. These studies involve completion of the detailed technical and environmental studies, harmonization of national and regional ICT legislation, and establishing a PPP operation for the implementation, operationalization, and maintenance of the CAB project. The objective of the Central Africa Backbone (CAB) Project is to support population, businesses and governments across the Central Africa region to have access to quality and affordable ICT services on open, transparent and non-discriminatory terms. 5V.2 The benefits accrued in the targeted countries spill over the Central Africa region by: - lower cost of international broadband capacity and extend reach of backbone networks across the region - improve Government efficiency and transparency through e-Government applications and, - increase country and regional competitiveness.

3 See Heads of States Declaration attached as supporting documentation.

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VI. Status of Preparatory Activities IV.1 The detailed feasibility study was completed and the final report has been delivered in April 2007 to the authorities of the three main countries involved in Phase 1 of the Project (Cameroon, Central African Rep (CAR), and Chad). The CEMAC Heads of States adopted in May 2007 a resolution calling for the establishment of the Backbone and asking Donors to provide financing for the CAB implementation. To date CAB Phase 1 Project Governance structure has been established, and CEMAC has issued a request to the AfDB and to the World Bank to provide funds to finance the pre-investment detailed studies.

IV.2 The pre-investment detailed studies (four (4) main preparatory studies (consultancies)) have been identified during the initial feasibility study and agreed with all stakeholders and will be launched prior CAB Phase 1 project appraisal. These studies will involve the completion of the detailed technical and environmental studies, harmonization of national and regional ICT legislation, and establishing a PPP operation for the implementation, operationalization, and maintenance of the CAB project. Grants funds are currently being mobilized (from the AFDB and the WB) in order to provide technical assistance to complete the pre-investment detailed studies which include: i) a study to prepare technical specifications of the Central African Backbone (CAB) Project ii) a study to assess environmental and social impact of the Central African Backbone (CAB) Project. iii) a study to prepare legal and regulatory documentation of the Central African Backbone (CAB) Project; iv) a study to prepare Management and Financial Aspects;

VII. Scope of Work

The objective of this mission is to undertake the two following pre-investment detailed studies which include: i) a study to prepare legal and regulatory documentation of the Central African Backbone (CAB) Project; ii) a study to prepare Management and Financial Aspects; The mission will be organized in 2 phases (running in parallel, with phase2 slightly delayed (2 to 3 months after start of phase1) :

▪ Phase1 This will include project take off, propose amendments or new legislation in order to adapt the legal and regulatory framework in place to facilitate the establishment of the CAB Regional operator, prepare the text legal and regulatory reforms, definition of the new structure, negotiate agreement (contract) to buy or lease capacity from broadband bandwidth suppliers, prepare « Standard » Interconnection Offer/ Contract between CAB International and the national operators (CAB National), draft a management and maintenance contract, and prepare Shareholders’ contract for all CAB International Investors

▪ Phase2 In this phase, based on the findings of phase1, the consultant (Transaction Advisor) will

Annex 3 38

identify financial requirements for the CAB phase1 project, the source of financing (Public Vs. Private), and the forecast return (debt and equity), start the promotion of the project and initiate the selection the appropriate private partner, assist the Project Implementation Unit (CEMAC) to mobilize all the financings needed for CAB National and CAB International in its basic configuration (Cameroon, CAR, and Chad), assist the parties involved in making sure that all financing needed is available, prepare the contract with key performance indicators, and assist CEMAC in the signing of the contract. The consultancy work for all these studies should start by end of 2008.

VII.A Terms of Reference Phase1 – (Component A) Technical Assistance – Legal and regulatory documentation

VII.A.1 Technical Assistance/ Consultancy – Legal and regulatory documentation

The Transaction Advisor will:

- Propose amendments or new legislation in order to adapt the legal and regulatory framework in place to facilitate the establishment of the CAB Regional operator (e.g. establishment of a network; international capacity resale to national telecommunications operators). This could include draft license/ authorization, draft amendment of existing telecom Law, and draft amendment or new secondary legislation. - Prepare the text defining the status and structure to govern and manage CAB International. The legal work should include : ▪ The Legal status of the entity (Special Purpose Vehicle, GIE, MoU) – in coordination with the Expert Commission; ▪ The rights of all stakeholders (States, Private sector); ▪ The mechanisms to include new stakeholders in CAB International (additional states and private sector partners). The Public Private Partnership mechanisms should remain flexible and attractive for all stakeholders ; ▪ The mechanism to define wholesale and retail price for the sold bandwidth and a cap for the IRR (task to link with inputs provided by the consultant assigned for the “Management and Financial aspects”) ; ▪ Open Access and protection of the public interest mechanisms ; ▪ Standard interconnection offer for all operators willing to buy capacity to CAB International and/ or CAB National ; ▪ Financing mechanisms for CAB networks (e.g. CAB International will finance 50% of all new cables accessing capital cities of neighbouring countries or international global broadband routes connected); ▪ Management terms of the new structure (see below Installation, Maintenance & Maintenance contract) ; ▪ Dispute Resolution Mechanisms. - Negotiated agreement (contract) to buy or lease capacity from broadband bandwidth suppliers (CAMTEL and SUDATEL and any Nigerian operator if broadband capacity to buy or resale exist) including financial and technical terms for the future capacity to be bought or leased ; - « Standard » Interconnection Offer/ Contract between CAB International and the national operators (CAB National) [for the specific technical terms to be included

Annex 3 39

in the Contract, the consultant will get the inputs from the consultant working on “Technical Specifications”]. - Draft a management and maintenance contract [for the specific technical terms to be included in the Contract, the consultant will get the inputs from the consultant working on “Technical Specifications”]; - Shareholder’s contract for all CAB International Investors [task to link with inputs provided by the consultant assigned for the “Management and Financial aspects”)].

VII.A.2 - Organization

The Transaction Advisor will work with the Expert Commission and the Project Implementation Unit to be established by CEMAC.

The Transaction Advisor will closely work with the consultants selected for the 2 other studies : « Technical Specifications » et « Management and Financial Aspects » and will seek to coordinate in a coherent manner all tasks and deliverables. The Transaction Advisor in charge of the « Management and Financial Aspects » will coordinate overall preparatory works for the CAB in order to mobilize the needed financing for CAB implementation.

Governments and the CEMAC will assist the transaction Advisor and help him to gather all necessary information for this assignment.

The Transaction Advisor will indicate in his proposal sufficient man-month for proper execution of the project. The Transaction Advisor should clearly indicate the man-month to be spent on activities in different countries and home office. The estimated duration of phase1 is 17 man-month of work and should be completed within 10 months.

**** Phase1 and Phase2 should be completed within 10 months.

VII.A.3 – Reports and Language

The Transaction Advisor should prepare the following reports:

- An Initial/Take-off Report (outlining the work plan, identifying all activities in details and related deadlines and required deliverables, suggest deliverable outlines, assign the personnel by name and date period to each task);

- Legislative Report (identifying all legal and regulatory amendments needed for the establishment of the CAB);

- - CAB legal structure Report. The report will identify all options, recommend an appropriate structure and propose the draft legal status and manual for the new structure to operate and manage CAB;

- Report on required efforts to strengthen the CEMAC commission to enable it to manage the CAB project;

- Buy/ Lease capacity Report. The report will present all contractual aspects and propose a draft interconnection agreement describing the relationship between CAB International and third operators willing to be connected to CAB;

Annex 3 40

- An Operating, Management and Maintenance (O&M) Report identifying all contractual aspects and draft O&M contract;

- A monthly implementation note identifying progress and pending issues on the Project.

*** All reports will be submitted for review to the Expert Commission. The consultants (Transaction Advisor) will have to speak French and submit all draft documents in French. The final reports should be submitted in French and English. 20 paper copies and one electronic copy will have to be delivered for all reports/notes.

Finally, the Transaction Advisor will participate to three (3) national workshops depending on actual progress of the set tasks (these workshops could be combined with field missions).

VII.A.4 - Consultant Profile

The consulting firm (Transaction Advisor) should be a legal firm with a proven international experience in the telecommunications sector and a very good knowledge of the establishment of legal and regulatory framework in the telecommunications sector in Africa and the CEMAC Region.

VII.B Terms of Reference Phase2 – (Component B) Technical Assistance – Management and Financial Aspects

VII.B.1 Technical Assistance/ Consultancy – Management and Financial Aspects

The Consultant (Transaction Advisor) will:

Assist all Management Units (Expert Commission and Project Implementation Unit) to manage and monitor the CAB Project on the behalf of the Government. To this effect, the consultant will coordinate the financial structure to put in place with the conclusions of the study on technical aspects and legal and regulatory framework, The Transaction Advisor will have to prepare recommendations on the proposed financial structure. The recommendations will define the financing needed for CAB (International and National), the sources of financing (Public Vs. Private) et the forecast return (debt and equity).

More specifically, the Transaction Advisor will:

▪ Provide a Financing plan and Project Capitalisation: Under this phase , the following activities will be carried out: 1. Confirmation of entities participating in the SPV; 2. Confirmation of the committed equity contributions from SPV members 3. Review pricing and capacity of the project , which would be used to determine the equity contribution structure; 4. Review SPV’s optimal external financing structure: Equity, quasi-equity, senior debt; 5. Identification of any equity funding gap within the SPV; 6. Identification of any overall funding gap within the project; 7. Quantification of sustainable external financing; 8. Review of external financing terms and conditions;

Annex 3 41

9. Recommendations on external financing and negotiation support with request to external financing conditions; 10. Conclusion and recommendation on optimal financing plan/project capitalisation

Under this phase, the following activities should be performed; 7. Review of project structure and recommended financing plan and project capitalisation-SPV, consortium; 8. Review the recommended project structure based on: a. Input provided by the feasibility study: including demand forecast, cost input, capital structure, pricing structure, rate of return. b. An analysis of the distribution of the margin on the value chain and incitative mechanisms (based on costs) to define wholesale and retail capacity tariffs capitalisation and financing plan; c. the recommended project structure, model, long term economic and financial performance; 9. Review in conjunction with the Legal Advisor, the construction and Maintenance Agreement (C1MA) from Business / commercial perspective of the SPV; 10. Review shareholder agreement, by-laws of SPV and associated documents; 11. Review cost-based pricing formula and commercial margin; 12. Analyse aspects of incorporation and pros and cons of various countries (tax regime, business climate, creditor and debtor rights, security, etc…)

▪ Provide Negotiation support: Under this phase, the following activities should be performed 7. Advise SPV members on the financial contracts associated with its borrowing including term sheets, security requirements, etc; 8. Assist in negotiations of financing and SPV documentation; 9. Define attractive and flexible rules for all stakeholders involved in the Public- Private Partnership (rights and commitments for all stakeholders); 10. Alongside legal advisors and in conjunction with DFIS, sponsor committee and regulators; 11. Draft a schedule of events for closing. 12. Draft directives for the preparation and negotiations of agreement (contract) to buy or lease capacity from broadband bandwidth suppliers

The recommendations will be submitted to the Expert Commission.

Following the acceptance of the recommendations, the consultant will assist the Project Implementation Unit (CEMAC), the Expert Commission and Governments to mobilize all the financings needed for CAB National and CAB International in its basic configuration (Cameroon, CAR, and Chad). The consultant will assist the parties involved in making sure that all financing needed is available. The consultant will have to prepare a Teaser and all transaction documents to attract potential CAB International Investors.

Annex 3 42

For this purpose, the consultant will have to assist all parties identified above during their discussion and negotiations with (i) international and regional financial institutions (Donors) and the local governments for CAB National; and (ii) international, regional and national financial institutions, important private sector investors from the Region and Telecom operators for CAB International.

VII.B.2 Organization

The Transaction Advisor will work with the Expert Commission and the Project Implementation Unit to be established by CEMAC.

The Transaction Advisor will closely work with the consultants selected for « Legal and Regulatory documentation » as well as the consultant in charge of the two other studies: « Technical Specifications, an Environmental » and will seek to coordinate in a coherent manner all tasks and deliverables. The Transaction Advisor in charge of the « Management and Financial Aspects » will coordinate overall preparatory works for the CAB in order to mobilize the needed financing for CAB implementation.

Governments and the CEMAC will assist the Transaction Advsior and help him to gather all necessary information for this assignment.

The Transaction Advisor will indicate in his proposal sufficient man-month for proper execution of the project. The Transaction Advisor should clearly indicate the man-month to be spent on activities in different countries and home office. The estimated duration of phase2 is 26 man-month of work and should be completed within 7 months.

**** Phase1 and Phase2 should be completed within 10 months.

VII.B.3 – Reports and Language

The Transaction Advisor should prepare the following reports: ▪ An Initial/Take-off Report (outlining the work plan, identifying all activities in details and related deadlines and required deliverables, suggest deliverable outlines, assign the personnel by name and date period to each task);

▪ A Project Information Memorandum (PIM) which will explain the project to potential lenders. It includes but is not limited to such topics as the experience of the sponsors, the identity and experience of the major project participants, including contractors, operators, suppliers, and off-take purchasers; information on host governments; summaries of project contracts; project risks and risk mitigation solutions, proposed financing terms; construction budget; financial projections and financial information about project sponsors and other participants; Corporate Governance structure; Marketing strategy;

▪ A CAB Option Report. The report will identify all options and recommendations for the proposed financial structure. The report will present the results of the financial/economic analysis and the sensitivity analysis. The result of the analysis of distribution of the margin on the value chain and the incentive mechanism to define wholesale/retail prices will also be presented.

Annex 3 43

▪ Draft and final bidding documents to mobilize CAB Financial International Investors;

▪ A monthly implementation note identifying progress and pending issues on the Project.

*** All reports will be submitted for review to the Expert Commission. The Transaction Advisor will have to speak French and submit all draft documents in French. The final reports should be submitted in French and English. 20 paper copies and one electronic copy will have to be delivered for all reports/notes.

Finally, the Transaction Advisor will participate to three (3) national workshops and to the investors’ forum. Depending on actual progress of the set tasks (these workshops could be combined with field missions and will have to organize two international investors conference to attract the financing needed.

VII.B.4 - Consultant Profile The consulting firm (Transaction Advisor) should be an Investment Bank and a Telecom specialized firm with an important proven international experience in mobilizing funds for International telecommunications sector projects.

VIII - Timetable and Administrative Arrangements (for Phase1 Phase2) *** The work involved in this consultancy assignment (phase1 & phase2) is expected to be completed within 10 months from the date of signing the contract between CEMAC Secretariat and the consultant. The CEMAC Secretariat in consultation with AfDB and the Consultant will work out the actual programming of the execution of the study. For the Consulting Firm payment, the following payment is envisaged. This will further be confirmed during negotiation with the selected firm.

Payment Indicative Timing Deliverable Schedule 10% and up to Contract Signature Signed contract 20% (against a bank guaranty) Inception Report (component A & Contract Signature + 1 month 10% B) Draft Final Report (legal and Contract Signature + 4 regulatory documentation, CAB 25% months legal structure and CAB financial structure) Contract Signature + 5 Draft bidding documents to 10% months mobilize CAB financial investors Contract Signature + 7 Stakeholder workshops & 10% months promotional campaign Report on bid assessment, and Contract Signature + 9 Signing transaction contract with 25% months selected private partner Final Report + Signature of the Contract Signature + 10 10% (success contract with the selected Private months fee) Operator

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*** The remuneration structure for the consultant firm (Phase1 + Phase2 --- Component A& B) includes a fixed fee and success fee. The success fee accounts for approximately 10% of the total amount of the services delivered as agreed in Annex3. The Success Fee will be paid only when the transaction is completed, upon signature of the contract with the selected Operator.

IX. Responsibilities

IX.1 Responsibility of CEMAC CEMAC will provide office space and required logistics. Each of the three CEMAC countries shall designate one counterpart staff to serve as a liaison with the Consultant. The counterpart staff shall facilitate on best efforts basis the liaison with the various agencies to be contacted in conducting the study. The Consultant shall be, however, fully responsible for collecting data and information from these agencies

IX.2 Responsibility of the Consultant The Consultant will be entirely responsible for carrying out the study. He shall supply specialists, support staff and logistics necessary for the good execution of the work. The Consultant must coordinate his work with all other study groups or Consultants engaged in work that could affect the conclusions of the study.

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Annex4: Main conclusions of the initial feasibility study on the Central Africa Backbone

1. Background

1.1 Central Africa is today heavily and exclusively relying upon satellites to manage its long distance and international telecommunications. In 2003, a certain number of parties decided to explore the joint planning of an international network made up of suitable on-ward terrestrial fiber connections connected to undersea optical fiber cable system in the African Western Coast (SAT3) that would link several Central African countries and provide the region with a digital broadband access to the global fiber network. The planned broadband backbone would use the fiber optic infrastructure laid along the oil pipeline between Kribi (Cameroon) and Doba (Chad). The oil consortium has allocated a significant portion of the capacity of fiber optic cable (12 fibers) through two agreements with the respective governments.

1.2 As the next steps and in the perspective, several parties and countries agreed to carry out a feasibility study that will develop and analyze the configurations, verify and determine the commercial and financial viability of the Central African Broadband network (CAB) using the Chad-Cameroon fiber laid and access to SAT3 and SEA ME WE 3. The study looked at the system / technical parameters, available capacities, operational and maintenance record and economical, cost effective considerations. Alternative configurations of the Central African Backbone were looked at other possibilities for national and international connection (linking fiber optic backbone laid in Nigeria and Sudan).

1.3 The feasibility study financed by PPIAF was carried out by Axiom Consulting from August 2006 to March 2007. Technical counterparts included (i) National Committees at the country-level for Cameroon, CAR and Chad composed of Ministry of Posts and Telecommunications, Regulatory Agencies for Telecommunications Services and Telecom operators), and ; (ii) WBG Technical staffs.

1.4 Findings and recommendations were presented and adopted by all National Committees in March 2007 in N’Djamena.

2. Findings and Recommendations

2.1 Infrastructure to deploy – Six (6) pairs of fiber optic cables (10Gbit/s) should be installed between Komé-N'Djaména (Chad route), Meidougou-Bangui (RCA route), Yaoundé- Douala (Cameroon Route to submarine cable); N'Djaména- Dikwa (Nigeria Option), N'Djaména-Adré (Sudan Option).

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Dikwa N’Djamena

Central African Backbone Guelendeng TCHAD – Basic Configuration Bongor

SAT-3 / WASC (submarine) Kélo Fiber optic from oil pipeline Doba Moundou Infrastructure to build Komé CAMEROUN Kagopal Mbéré Bessao REPUBLIQUE Nana CENTRAFRICAINE NIGERIA Gangui Meidougou Bozoum Garouaï Mabélé Boula Bouar Bossemptélé Kouisson Bossembele Goyoum Baguila Vange Nanga Eboko Belabo Carnot Douala Obala Nkondjok Nkoteng Bangui Yaoundé Edea Ngoumou • CAB Network - 2660 km Lolodorf • Existing Infrastructure - 1000 km Kribi SAT-3 / WASC • Infrastructure to build - 1660 km

2.2 Like the East-African Cable, the project is a Public-Private Partnership4:  CAB International : The private sector will own, manage and maintain through a SPV two (2) f.o. pairs (10Gbit/s) dedicated to the international traffic. Only few access point will be equipped to collect international traffic : Douala, Yaoundé, Meidougou, N' Djamena and Bangui (Dikwa and Adré if we include these options);  CAB National (s): The Government(s), the national operators will own and manage four (4) f.o. pairs for the national backbone to route the national traffic. Many access points of the backbone will be equipped to distribute national traffic.

4 [CAB International is somehow similar to EASSY and CAB National(s) to RCIP]

Annex 5 47

Feasibility Study – Network recommendations N’Djamena

Guelendeng Bongor Kélo Moundou Doba Komé Kagopal Bessao Mbéré Meidougou Nana Gangui

Mabélé Garoua Boulaï Goyoum Bozoum Belabo SAT-3 Yaoundé Nanga Nkoteng Eboko Bouar Obala Kouisson Baguila Edea Nkondjok Bosembele Douala Carnot Bossembele Vange Bangui

Access to CAB International CAB International – Managed by a SPV (2 pairs of fiber optic cable) CAB Chad owned by Gov/ la SOTEL (4 pairs of f.o.) CAB CAR owned by Gov/ SOCATEL (4 pairs of f.o.) CAB Cameroon owned by Gov/ CAMTEL (4 pairs of f.o.)

2.3 The main difference with a submarine cable is the use of the same infrastructure to carry the national or the international traffic (however, CAB International and CAB National uses different pairs of f.o. laid).

5.5 Installation and Maintenance of the six (6) pairs of f.o. cables will be carried by CAB International (management contract with a specialized private firm). CAB International will also managed the international traffic for all countries involved in the CAB (CAMTEL, Cameroun will managed directly all international traffic originated from Cameroon using SAT3 connection).

5.6 The proposed operational structure mitigates risks identified at identification. While all national/incumbent operators are not effectively involved in the installation, management and maintenance of the f.o. cable for international traffic (pre-condition to capture traffic from any private operator), they would benefit significantly from the project: (i) CAMTEL will get significant revenues at no additional cost from the capacity sold to use its international submarine f.o cable SAT3 (even with a "reasonable" negotiated capacity price to access SAT3 - $2000/Mbit/s per month, CAMTEL's could increase by 100% its revenues depending on the configuration & scenario); (ii) SOTEL and SOCATEL will own (or partly own) a state-of-the-art national backbone from the Project (network they would have never be able to acquire or establish if overall investment cost were not shared between CAB International and CAB Nationals).

5.7 Investment levels : The CAB cost has been split between the CAB International and CAB Nationals to reflect the shared use of the infrastructure. For the Basic Configuration/ Minimal configuration (Cameroon, CAR, Chad), the total investment requirement is about

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$41m. CAB International investment share amounts to $21m5; CAB Chad amounts to $11m and CAB CAR amounts to $10m The investment levels of selected few options are (i) Connection to Nigeria is about $2m; (ii) Connection to Sudan is about 18m. [Please note that (i) CAB National Investments could increase if Governments decide to extend their national backbone to collect additional traffic beyond the direct route to the capital city; (ii) specific reforms or programs could be developed to boost network usage and therefore improve project sustainability; (iii) several other Central African countries – within and outside CEMAC - have mentioned their interest to join the initiative].

5.8 Impact  The feasibility study confirms the commercial and financial viability of CAB International (owned and managed by the private sector) for all configurations studied (IRR fluctuates between 20 to 40%);  Impact on International Capacity cost fluctuates between -30% to -60% the first year depending on the scenario (Improve regional and international competitiveness of landlocked countries);  Accelerated Income generation for the cities to be served by the Backbone (new businesses, lower transaction costs);  This will reduce isolation and migration of the population;  Increased national security – In CAR, the government acknowledge that telecom networks have increased national security (strengthen presence of the Public Administration; reduce influence of specific local groups/rebels, better communication between cities, ethnic groups, and with the Diaspora).

3. Governments’ Commitments.

3.1 Governments and stakeholders have already demonstrated their strong interest and commitment to this project/ program:

 N’Djaména April 19-20, 2007 – Meeting on project recommendation and implementation - Telecom Ministers from CAR, Cameroon, Chad but also Sudan, DRC, Nigeria;

 N’Djamena April 25, 2007 – CEMAC Head of States Meeting – Resolution adopted to support Project implementation;

 The Government of Chad has already earmarked $6m for Telecom investments in Chad that could be used for counterpart financing (for the basic configuration and additional options);

 CEMAC Secretariat, The World Bank and the AFD are been following closely project developments. CEMAC is ready to assist with project implementation after the adoption of the resolution by the Head of States.

5 All CAB International investment (this translates to about 50% of the overall project investment will come from the private sector).

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Annex5: Africa Backbone

LaLa DorsaleDorsale TransafricaineTransafricaine

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Annex6: Connect Africa Summit Goals

To reinforce the need to accelerate the implementation of the WSIS targets, the Summit program was framed around five goals, which reflect the challenges and opportunities in the Africa region. These Goals were endorsed earlier by Ministers and experts from African administrations:

- Goal 1: Interconnect all African capitals and major cities with ICT broadband infrastructure and strengthen connectivity to the rest of the world by 2012.

- Goal 2: Connect African villages to broadband ICT services by 2015 and implement shared access initiatives such as community Tele-Centers and village phones.

- Goal 3: Adopt key regulatory measures that promote affordable, widespread access to a full range of broadband ICT services, including technology and service neutral licensing/authorization practices, allocating spectrum for multiple, competitive broadband wireless service providers, creating national Internet Exchange Points (IXPs) and implementing competition in the provision of international Internet connectivity.

- Goal 4: Support the development of a critical mass of ICT skills required by the knowledge economy, notably through the establishment of a network of ICT Centers of excellence in each sub-region of Africa and ICT capacity-building and training centers in each country, with the aim of achieving a broad network of inter-linked physical and virtual centers, while ensuring coordination between academia and industry by 2015.

- Goal 5: Adopt a national e-strategy, including a cyber-security framework, and deploy at least one flagship e-government service as well as e-education, ecommerce and e-health services using accessible technologies in each country in Africa by 2012, with the aim of making multiple e-government and other eservices widely available by 2015.

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Annex7: Terms of Reference for the Project Coordinator

Attributes

The Project Coordinator shall work under the supervision of the CEMAC Project Manager to oversee the work of the Consultants carrying out the Legal and Financial study.

He/She will: • Under the supervision of the Project Manager, be responsible for day to day activities on the study, coordinating project activities, preparing reports, reporting to CEMAC Project Manager and the NEPAD-IPPF and FAPA, liaising with the focal points and the Consultants. • Assure the planning, coordination and the preparation of workshops and meetings as may be required throughout the duration of the study. • The Project Coordinator shall also be required to assist CEMAC throughout the procurement process, and in particular in bid evaluation and contract negotiations • Assure the coordination of meetings/consultation of the Consultants (Transaction advisor) with the relevant regional and national institutions • Establish and consolidate relations with the national institution representatives of telecoms and ICT in order to facilitate the work of the consultant

General Qualifications and Experience • M.Sc. degree in IT/Network Engineering, Telecommunications, Electronics, Computer Science or in Science Connected domain. A B.Sc with a relevant combination of academic qualifications and experience in the related areas may be accepted in lieu of the advanced university degree. • MBA degree (even though not required) will be an advantage. • Experience in project management • Not less than five years experience in telecoms/network engineering and Architecture development • A good knowledge of technologies, telecommunications and ICT market and a good perception of the future evolution • A good knowledge of the policy and regulation of telecoms and ICT services • Experience in procurement required; experience with AfDB procurement rules highly desirable • A good knowledge of the activities of the CEMAC will be an advantage

Adequacy

• Experience of at least two study projects in telecoms/network engineering and deployment. • An experienced engineer with expertise in the fields of information technology. • The engineer will have a detailed knowledge of network deployment technology. • The engineer will supervise the team to carry out the CEMAC feasibility assessment

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Language proficiency and experience in the Central African countries • Fluency in French • Relevant experience in African countries.

Estimated Person months: 12

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