Lake Victoria Transport PPP Due Diligence
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Draft Due Diligence Report Lake Victoria Transport PPP Due Diligence 17th of October 2017 confidential Lake Victoria Transport PPP Due Diligence | 17th of October 2017 Maritime & Transport Business Solutions address Wijnhaven 3-E P.O. BOX 601 3000 AP Rotterdam The Netherlands telephone +31 (0)10 286 59 40 e-mail [email protected] internet www.mtbs.nl document title Lake Victoria Transport PPP Due Diligence document status Final date 17th of October 2017 project name Lake Victoria Transport PPP Due Diligence MTBS reference 825937 client World Bank client reference 7180912 COPYRIGHT NOTICE AND CONFIDENTIALITY This report is for the sole use of the Client and is not to be copied or distributed outside of the Client organisation. The report contains confidential information that should not be made publicly available. Publication might harm the interests of individual parties. DISCLAIMER This document is intended only for use by the Client. It may contain confidential or privileged information. Maritime & Transport Business Solutions B.V. (MTBS) makes no representations or warranties about the accuracy or suitability of this document and its information for any purpose. Errors and omissions may occur. Therefore, MTBS disclaims any warranty, whether express or implied, as to any matter relating to this service and all information provided, including but not limited to the fitness for any particular purpose. In no event shall MTBS be liable for any indirect, special, incidental, or consequential damages arising out of any use of reliance of any information contained herein. Nor does MTBS assume any responsibility for failure or delay in updating or removing the information contained herein. confidential Lake Victoria Transport PPP Due Diligence | 17th of October 2017 Index Preface I 1 Project Context 3 1.1 Project Region 6 1.2 Regional Transport System Overview 7 1.3 Central Corridor 8 1.4 Northern Corridor 11 1.5 Lake Transport System 16 2 Trade & Market 30 2.1 Trade Overview 32 2.2 Market Overview 34 3 Demand Forecast 45 3.1 Cargo Demand 49 3.2 Passenger Demand 57 4 Development Options & Cost Estimates 76 4.1 Service Routes & Fleet 79 4.2 Landing Site Development 91 5 Tariff Assessment 132 5.1 Introduction 133 5.2 Ferry vessel operations 133 5.3 Freight vessel operations 139 6 Initial Environmental, Social and Climate Change Assessment 140 7 Legal Due Diligence 141 7.1 Review of Legal and Institutional Frameworks 143 7.2 Country Competitiveness Benchmark 149 7.3 PPP Implementation Experience & Capacity 150 7.4 Key Legal and Contractual Issues and Mitigation Measures 155 7.5 PPP Performance Monitoring 156 8 Project Business Case 159 8.1 Introduction 162 8.2 General assumptions 162 8.3 Area A - Freight vessel operations 164 8.4 Area B - Ferry services 167 8.5 Area C - Port Bell & Jinja Operations 172 9 Economic Social Cost Benefit Analysis 175 9.1 Introduction 177 9.2 Methodology Applied in this ESCBA 177 9.3 Main assumptions 180 9.4 Area A - Freight vessel operations 185 9.5 Area B - Ferry services 193 9.6 Area C - Port Bell & Jinja Pier operations 198 10 PPP Structures 202 10.1 Introduction to PPP Structures 203 10.2 PPP Structure Selection 207 confidential Lake Victoria Transport PPP Due Diligence | 17th of October 2017 11 Value for Money Analysis 214 11.1 Introduction 214 11.2 Area A - Freight vessel operations 214 11.3 Area B - Ferry services 216 11.4 Area C - Port Bell & Jinja Pier Operations 219 12 Way Forward 222 Influence Areas 224 Sea Port Descriptions 228 Description of Lake Ports 231 Forecast Methodology 237 Methodology of Landing Site Shortlisting 252 Ferry Passenger Survey Results 253 Preliminary ESIA 258 confidential Lake Victoria Transport PPP Due Diligence | 17th of October 2017 Preface In October of 2016, the World Bank Group (WBG) and Maritime & Transport Business Solutions (MTBS / the Consultant) signed the Contract for the provision of Consultancy Services towards the development of a Due Diligence Study concerning Private Sector Participation in the Lake Victoria Transport Program (selection # 1218163). The primary objective of the assignment, as articulated in the Terms of Reference (ToR), is to undertake the necessary due diligence to confirm relevance of progressing to the transaction stage and, when confirmed, to recommend on the alternatives and best option for a potential transaction for the involvement of the private sector in each one of the three following areas (the “Three Areas”): • The operation of freight and passenger vessels on Lake Victoria on point to point services between ports across the Lake (“Influence Area A”). • The development and operation of stage passenger and ferry services, and required landing sites, on scheduled services to connect the islands to the mainland within Uganda, on routes currently operated by MoWT or not serviced (“Influence Area B”). • The operation of the inland ports of Port Bell and Jinja in Uganda, under a ‘landlord’ arrangement (“Influence Area C”). These three areas are shortly elaborated on in Appendix I. Furthermore, the report is structured as follows: • Section 1 provides a contextual framework for the assignment, outlining the current situation and any identified developments of the overall EAC transport system and specifically for the Lake Victoria transport system. • Section 2 provides a discussion of Uganda’s trade profile and further details commodity groups that provide opportunities for Lake Victoria transport. • Section 3 comprises demand forecasts for both cargo (Influence Area A and C) and passenger (Influence Area B) flows on Lake Victoria. • Section 4 identifies and assesses potential technical implementation options for each of the Influence Areas, in line with the traffic projections. Following selection of preferred implementation options, cost estimates and further technical elaborations are provided. • Section 5 comprises a tariff benchmark, which is aimed at identifying feasible and optimal tariffs for the Lake Victoria cargo and passenger projects outlined in earlier sections. • Section 6 comprises an initial Environmental and Social Impact Assessment (ESIA), which is aimed at identifying key environmental and social risks concerned with the development projects outlined in earlier sections. • Section 7 covers a Legal Due Diligence, consisting of a review of (i) the relevant legal framework for implementing the envisioned projects; (ii) Uganda’s general experience with implementing PPP projects; and (iii) contracts of current operational ferry PPP projects in Uganda. • Section 8 comprises the project-level business case, assessing the project-level feasibility and bankability of the envisioned projects for each of the three influence areas. Assessment of the feasibility and bankability is based on financial metrics such as a Net Present Value (NPV), Internal Rate of Return (IRR), and payback period. • Following the project business case, the economic performance of the envisioned projects is assessed and presented in section 9. • Section 10 comprises an elaboration of potential Public-Private Partnership (PPP) structures for each of the three influence areas. From the identified options, a preferred PPP option is subsequently selected for each of the influence areas. • Based on the PPP structures selected in Section 10, Section 11 presents a Value for Money (VfM) analysis. The VfM compares the financial performance of the project as implemented through a PPP structure or through traditional public procurement (Public Sector Comparator). • Section 12 comprises a high-level implementation plan for the identified projects, providing an overview of steps that need to be taken, key stakeholders of each of the steps, milestones, timelines, and potential risks. confidential Lake Victoria Transport PPP Due Diligence | 17th of October 2017 Page I In order to harmonize the report structure with the activities as outlined in the ToR, a matching matrix is provided below. ToR Number Item Report Section Technical DD (i) a Market sounding – past experience 1.5; 6.3 (i) b Market sounding – Willingness of local / international firms to invest Part of market sounding report (i) c Market sounding – Identification of existing operators 1.5 (ii) a Traffic & Demand Study – Review of existing throughput data and models 3.1; 2.3 (ii)b Traffic & Demand Study – Surveys / RSI 3.2 (ii)c Traffic & Demand Study – Tariff Benchmark 5.2; 5.3 (ii)d Traffic & Demand Study – Base-year Mode Choice Model 3.1 (ii)e Traffic & Demand Study – Long term traffic passenger & cargo demand forecast 3.1; 3.2 (ii)f Traffic & Demand Study – Type & number of vessels to be used 4.1 (ii)g Traffic & Demand Study – Tariff Structure 5.2; 5.3 (iii)a Infra / Equipment – Development options 4.2 (iii)b Infra / Equipment – navigational aids and port craft 4.2 (iii)c Infra / Equipment – port backup area 4.2 (iii)d Infra / Equipment – submerged breakwaters 4.2 (iii)e Infra / Equipment – firefighting / sanitary arrangements / water / waste 4.2 (iii)f Infra / Equipment – review of Port Bell / Jinja development plans 4.2 (iii)g Infra / Equipment – landing site identification 3.2; 4.2 (iii)h Infra / Equipment – CAPEX / OPEX 4.2 (iv)a Initial Environmental, Social & Climate Change Assessment – ESIA 6; Appendix VII (iv)b Initial Environmental, Social & Climate Change Assessment – Climate Resilience Study 6; Appendix VII (v) Ferry Operations Management KPIs 7.5 (vi) Preferred Approach and PPP Options 10 (vii) Timeline / Phasing of Developments (+ identification of required studies) 12 Financial DD F1 Financial