Proposed Consultancy Contract CBvs met SovX Partners re HoldCo

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Proposed Consultancy Contract CBvS Met SovX Partners Re HoldCo

<= Forwarded Message ———-

From: “AmWed Jethu” ajethu@sovxpartners.com
Date: Sun, May 5, 2019 at 8:47 PM +0800

Subject: Proposed Consultancy Contract CBvS Met SovX Partners Re HoldCo
To: “President* President@cbvs.sr

Aan:
De Governor van de Centrale Bank van Suriname
Drs. Robert Van Trikt MSc, RA


Treft: Sed s vS met Sov’

Geachte Governor, Beste Robert,

Teneerste stel ik het bijzonder op prijs dat je vertrouwen in mij hebt en dat je mij als adviseur wil aantrekken inzake de oprichting van de HoldCo.

Voor alle duidelijkheid, mijn bedrijf SovX Partners (www.sovxpartners.com) gaat dit project op zich nemen.

Aangezien wij zaken doen met Sovereign Wealth Funds in het Midden-Oosten, was…


From: War + Koen «g -_

Oote: Vs. & 2099 wt –
tas dale 1236S6 AM GMT-8

Subject: Proposed Consultancy Contract CBvS Met SovX Partners Re Mond
weet Seeder Sites *


De Cowermer ean de Cevtrale Bank van Suriname
Cee. Redtvert View Trtkt MSc, RA

Geachte Governor, Beste Robert,

Teneerste stel ik het bijzonder op prijs dat je vertrouwen in mij hebt en dat je mij als adviseur wil aantrekken inzake de oprichting van de HoldCo.

Voor alle duidelijkheid, mijn bedrijf SovX Partners (www.sovxpartners.com) gaat dit project op zich nemen.

Aangezien wij zaken doen met Sovereign Wealth Funds in het Midden-Oosten, was…


AGREEMENT

The undersigned:

The Central Bank of Suriname, legal entity, with its registered office and principal place of business located at Waterkant 20 in Paramaribo (Suriname), duly represented in this matter by its Governor, Mr. Robert van Trikt, hereinafter referred to as the “Bank”

and
SOVX PARTNERS DMCC, located at Unit 410, DMCC Business Centre, Level 1, Gemplex 3, Dubai UAE, duly represented in this matter by its Director Mr. Amwidhker Jethu-Ramkrishan, hereinafter referred to as “SOVX”

Upon considering that:

The Central Bank of Suriname is requiring consultancy and capital raise services relating to the establishment of the Suriname Strategic Holding Company (“HoldCo”) and its Investment Committee, the parties hereby agree as follows:


Article 1

SOVX PARTNERS will complete the following Projects:

  • Project A: Advice on the Establishment of The Suriname Strategic Holding Company (SSHC)
  • Project B: Advice on the Establishment of the Investment Committee for the SSHC
  • Project C: Investor education roadshow for the Republic of Suriname and the HoldCo in the USA, EU, Middle East, UK, Africa, and Asia. Investors include global DFI’s and Natural Resources investors.
  • Project D: “Best Effort’ Capital Raise and Business Development for the Suriname Strategic Holding Company

The detailed Terms of Reference for each individual Project are outlined in the accompanying additional Terms of Reference document.

SOVX PARTNERS will submit recommendations to the Governor based on verbal and written instructions.


Article 2

The Central Bank of Suriname will be responsible for:

a) The costs of business class airline tickets. If, while completing the Projects, it is required to visit international destinations outside Suriname, in addition to the costs of business class airline tickets, the costs of accommodation will also be covered by the Central Bank of Suriname;

b) Payment of yearly remuneration for the amount of US$ 500,000 per contract year, payable on a quarterly basis. In addition, a success fee will be payable on all capital successfully raised by SovX Partners, for the HoldCo or the Government of Suriname and its related entities. This success fee is 2% for debt/quasi-debt finance and 5% for equity finance. After termination of this contract, a 2-year survival fee (2% for debt/quasi-debt finance and 5% for equity finance) will be payable in case of successful capital raise from investors introduced by SovX Partners.

Payment instructions are:

  • Bankname: Standard Chartered Bank UAE
  • Branche: Al Mankhool Road, Bur Dubai
  • Country: United Arab Emirates
  • Accountname: Amwidhker Jethu-Ramkrishan
  • US$ Accountnumber: 18209993601
  • iBAN: AE-45-044-00001 1820993601
  • SWIFT: SCBLAEAD XXX

Article 3

This agreement is entered into for the period from June 2019 until June 2021. In June 2020, the parties shall enter into good faith negotiations with a view to extending the appointment of SovX Partners.
Agreed upon and drawn up in duplicate.

CENTRAL BANK OF SURINAME
SOVX PARTNERS

The Governor | Director
Mr. Robert van Trikt | A. Jethu-Ramkrishan


TERMS OF REFERENCE

PROJECT A:

Date: June 2019 – Jun 2020

  1. BackgroundIn the current market conditions, it is essential to structure the appropriate borrowing vehicles. A state holding company (“HoldCo”) or asset-management company can hold Surinamese Government Stakes. More stakes could increase the growth financing base to support economic growth and employment in Suriname. The HoldCo can be a subsidiary of The Centrale Bank of Suriname. A Temasek-style Suriname HoldCo will achieve better corporate governance, performance control, and strategic direction for these stakes. Another example is Norges Bank Investment Management (NBIM), the asset management unit of the Norwegian Central Bank (Norges Bank). The HoldCo will embody the profit-maximizing and value-creating objectives of a private company while ensuring that substantial government ownership of strategic assets is maintained. The HoldCo could raise secured funding subject to market conditions. A law firm and a tax-advisor will be required for the implementation. SovX will provide the CBvS with important advice on the establishment of the HoldCo. Given SovX’s knowledge of the international investor base and Suriname’s requirements, we are ideally positioned to assist the CBvS in this matter. We believe this exercise will be essential and will support CBvS’ policies as a transparent and reputable Central Bank. SovX will safeguard the interests of the Government of Suriname. SovX will act as a conduit between CBvS and international institutional investors and at the same time protect Suriname’s interests. SovX will closely cooperate with the CBvS. Positioning of the Government of Suriname’s and the HoldCo towards investors is an important building block to ensure a good outcome for Suriname.
  2. Objectives
    The objectives of our engagement are:
    1. To review the available Government stakes
    2. To propose and provide advice for the establishment of the most optimal HoldCo structure
    3. Propose (in JV with Law/Tax Firm) the Legal/Tax Code for the Holding and its Subsidiaries
    4. Understand the Policy and Regulatory Framework, Procedures, and Financial Regulation
    5. Divestiture/Privatization and Financial Transfers to and from the State
    Advice on the Establishment of The Suriname Strategic Holding Company (SSHC)
  3. Methods & Process
    The following methods will be used to prepare the analysis and advice:
    1. Sourcing publicly available information on existing HoldCo structures.
    2. Review and global scan of current HoldCo structures.
    3. Analysis of comparables.
    4. Advise on selection of law firm and tax specialist.
  4. Outputs/Deliverables
    The following outputs/outcomes can be expected:
    1. To outline concrete pragmatic steps to establish an appropriate HoldCo structure.
    2. CBvS will get a better understanding of inherent risks in collateralized borrowing structures and asset-liability management.
    3. The Government will exit the direct management of stakes in situations of underperforming assets for a profit-driven and commercial approach.
    4. The Government will focus instead on its proper role as a policymaker/regulator, avoiding conflicts of interest and ensuring good governance.

PROJECT B:

Date: June 2019 – Jun 2020

  1. Background
    The same reasoning as described for the SSHC holds for the establishment of the Investment Committee for the SSHC. A small group of experienced investment professionals should be able to quickly assess and implement sound investment decisions. The right group with knowledge of the local market, aligned interests, and expertise, will be able to achieve success for the SSHC. By putting together a group of internationally experienced investment professionals, the CBvS will be able to tap into best practices.
  2. Objectives
    The objectives of our engagement are:
    1. To review the available Government stakes.
    2. To propose and provide advice for the establishment of the most optimal Investment Committee structure.
    3. Provide advisory on the optimal composition of the Investment Committee with respect to international and local members.
    4. Review and develop a clear charter for the Investment Committee’s mandate, reporting structure, and objectives.
    5. Identify appropriate Performance Measurement tools.
  3. Methods & Process
    The following methods will be used to prepare the analysis and advice:
    1. Sourcing publicly available information on existing investment committees.
    2. Review and global scan of current investment committee structures.
    3. Analysis of comparables.
    4. Propose (in JV with Law/Tax Firm) the Legal/Tax Code for the Investment Committee.
  4. Outputs/Deliverables
    The following outputs/outcomes can be expected:
    1. To outline concrete pragmatic steps to establish an appropriate Investment Committee structure.
    2. CBvS will get a better understanding of governance structures.
    3. The Government will focus instead on its proper role as a policymaker/regulator, avoiding conflicts of interest and ensuring good governance.
    4. Investment Committee members will focus on investment objectives and investment discipline.

PROJECT C:

Date: June 2019 – Jun 2020

  1. Background
    The establishment of a strategic holding company, and a focused investment committee will have the positive effect of signaling Suriname’s commitment to better corporate governance, transparency, and economic growth. The activities of these institutions must be brought to the attention of potential investors. A roadshow will serve as a platform to showcase the opportunities Suriname offers to global investors. The results of the roadshow will be important for the HoldCo’s success.
  2. Objectives
    The objectives of our engagement are:
    1. To create a roadmap for the roadshow.
    2. To prepare the presentation material to provide sufficient information to potential investors.
    3. To facilitate meetings with relevant parties.
  3. Methods & Process
    The following methods will be used to prepare the analysis and advice:
    1. Gather information from international investment institutions.
    2. Preparation of suitable presentation materials.
    3. Implement the roadshow according to the agreed roadmap.
  4. Outputs/Deliverables
    The following outputs/outcomes can be expected:
    1. Presentation materials to be used during the roadshow.
    2. Meetings facilitated with interested parties.
    3. Concrete opportunities identified for collaboration with investors.

PROJECT D:

Date: June 2019 – Jun 2020

  1. Background
    Given that the international investor base requires strong corporate governance and transparency before committing funds, it is vital for the CBvS and the SSHC to project the right message. Without established and respected corporate governance, Suriname risks being sidelined when it comes to accessing international funds. The HoldCo will embody the profit-maximizing and value-creating objectives of a private company while ensuring that substantial government ownership of strategic assets is maintained.
  2. Objectives
    The objectives of our engagement are:
    1. To establish a roadmap for the fundraising campaign.
    2. To assess and evaluate current stakeholder relationships.
    3. To identify potential investors that fit the profile of our engagement.
    4. To develop a compelling investment thesis that meets international standards.
    5. To assist the CBvS and the SSHC in fundraising meetings with relevant stakeholders.
  3. Methods & Process
    The following methods will be used to prepare the analysis and advice:
    1. Collecting data from previous successful capital raises in emerging markets.
    2. Prepare a “pitch deck” to present to investors.
    3. Conduct follow-ups and meetings with potential investors.
  4. Outputs/Deliverables
    The following outputs/outcomes can be expected:
    1. A comprehensive report outlining key strategies to improve stakeholder relationships.
    2. A robust pitch deck to be used in fundraising efforts.
    3. A list of potential investors aligned with the government’s economic objectives.

TERMS OF REFERENCE

Company
Date: June 2019 – Jun 2020

1. Background

Suriname is embarking on an ambitious yet prudent development path, and the new initiatives and reforms need to be researched and supported. The HoldCo can be used as a growth financing vehicle, but finding reputable investors/lenders might be challenging. It will be critical for the Republic of Suriname to communicate its economic conditions and growth story to the global market in a way that will maximize investor interest. A long-term business development strategy is necessary. The HoldCo will allow the GoS to enhance the value of mostly underperforming operating assets and Greenfield assets.

PROJECT D: Capital Raise and Business Development for the Suriname Strategic Holding

2. Objectives

The objectives of this engagement are:

  1. To raise capital (equity/mezz/debt) for the HoldCo on a “best efforts” basis.
  2. Assist CBvS in the essential follow-up to optimize cost-benefit for the Government of Suriname.
  3. Develop a business development strategy to market HoldCo.
  4. Assist the CBvS to open up new financing sources, particularly with global investment banks, DFIs, private debt, and private equity firms.
  5. Support CBvS with risk management tools.

3. Methods & Process

The following methods will be used:

  1. SovX will use all its analytical tools and wide network of contacts to successfully support CBvS in its new financial initiatives.
  2. Highly targeted and confidential approach to potential investors who continually seek special/unique Emerging Markets opportunities.
  3. SovX Partners approaches key individuals within the respective organizations in order to evaluate potential interest.

4. Outputs/Deliverables

The following outputs/outcomes can be expected from this engagement:

  1. SovX will introduce CBvS to targeted high-profile investors.
  2. Develop and articulate a compelling argument for the HoldCo, highlighting CBvS strengths, reputation, and capabilities.
  3. Liaise between CBvS and potential investors to ensure all parties see “eye-to-eye.”
  4. Increase communication with global investors, investment banks, DFIs, private debt and private equity firms, and other capital providers.
  5. Assist HoldCo in successfully reaching the closing of growth financing transactions.

If this letter correctly sets out the terms of SOVX PARTNER’s appointment as advisor to the Central Bank of Suriname for the period Jun 2019 – Jun 2021, please sign and return the enclosed copy of this letter (marked strictly private and confidential to the attention of Mrs. S. Tewarie, Head of Legal Department) to the following address:
127 Pier House, 31 Cheyne Walk, London SW3 5HN, United Kingdom
or scan and email to apathania(@sovxpa.co).

We are pleased to have been asked to undertake this work and look forward to working with you.

Yours faithfully,
Agreed and accepted by
SOVX PARTNERS DMCC.
Centrale Bank van Suriname
Name on date—/—/—-, place

Authorised Signatory
Authorised Signatory


APPENDIX I

TERMS AND CONDITIONS

1. Consultancy

1.1 The CBvS appoints SovX Partners DMCC to provide, and SovX Partners DMCC agrees to provide, the Consultancy Services described in the Engagement letter and Terms of Reference in this Agreement.

1.2 In providing services to the CBvS, SovX Partners DMCC will supply advice, data, and materials in conformity with the highest professional standards.

1.3 In connection with SOVX PARTNERS DMCC engagement pursuant to the terms of the TORs and in connection with the proposed Projects, the CBvS will not make any claim against SOVX PARTNERS DMCC or its connected persons (each an “Indemnified Party”) to recover any loss or damage which it may suffer by reason of or arising out of anything done or omitted by the Indemnified Party.

1.4 SovX Partners DMCC will not be restricted to providing services for the CBvS, and nothing in this Agreement will prevent SovX Partners DMCC from providing services to anyone else.

2. Information & Location

2.1 In order to ensure the projects are completed within the stipulated timeframe, CBvS should allow access to available documents, essential information, and previous transaction details, which are relevant to the Projects. SovX Partners DMCC will supply the consultancy services to such places as the CBvS may reasonably specify. Whenever SovX Partners DMCC’s staff work on CBvS premises, SovX Partners DMCC will ensure their compliance with the CBvS’s rules and procedures.

2.2 All information provided by CBvS to SovX Partners DMCC will be treated with the strictest confidentiality and will not be shared with third parties without permission from CBvS, with the exception of information that was already known to SovX Partners DMCC prior to this agreement or information that, as a result of legal rulings, has become public information.

3. Remuneration and Expenses

3.1 CBvS will pay SovX Partners DMCC a fee as specified in the Contract Note.

3.2 CBvS will reimburse all of SovX Partners DMCC’s reasonable travelling, hotel, and other out-of-pocket expenses properly incurred in the performance of duties under this Agreement.

4. Change to Initial Project Requirements/Additional Requirements

4.1 CBvS acknowledges that as a result of changes to the initial requirements, the time schedule of the Project might be influenced.

4.2 If these changes are material and substantial, SovX Partners DMCC will treat these as an additional mandate with a separate fee structure.

5. Documents, Announcements, and Intellectual Property

5.1 SOVX PARTNERS DMCC retains the right to refuse to approve, issue, or arrange for the issue of a particular document or announcement.

5.2 CBvS will accept full responsibility for the contents of the document or announcement, and SOVX PARTNERS DMCC cannot be held responsible for possible claims.

5.3 Any software, training material, techniques, or instruments used in preparation of the reports will remain the property of SovX Partners DMCC.

6. Representations

In consideration of and in connection with the Projects, CBvS represents and confirms to SOVX PARTNERS DMCC the following:

a) It has the power to execute, deliver, and perform its obligations under this engagement letter and has taken all necessary action to authorize such execution, delivery, and performance.

b) Its obligations under this letter constitute its legal, valid, and binding obligations enforceable in accordance with its terms.

c) It has not sought and has not received any tax, legal, accounting, or regulatory advice from SOVX PARTNERS DMCC and has not relied on any advice from SOVX PARTNERS DMCC. SOVX PARTNERS DMCC shall have no liability whatsoever in respect of such matters.

7. Relationship between the Parties

7.1 The relationship of SovX Partners DMCC to the CBvS will be that of independent contractor, and at no time will SovX Partners DMCC hold himself or herself out as being an employee of the CBvS.

8. Assignment of Interest

SovX Partners DMCC may not sub-license, assign, transfer, mortgage, or part with this Agreement or any of his or her rights, duties, or obligations under this Agreement without prior written consent from the CBvS; but SovX Partners DMCC is free to employ such secretarial and other assistance as the SovX Partners DMCC may consider necessary in order to provide the consultancy services required of SovX Partners DMCC under this Agreement. SovX Partners DMCC will procure and enforce the written agreement of such employees to comply with the terms of this Agreement.

9. Term and Termination

9.1 This Agreement will continue in effect until terminated by either party serving not less than thirty months’ written notice on the other.

10. Miscellaneous

10.1 This Agreement cancels and is in substitution for all previous letters and oral and written agreements relating to the subject matter of this Agreement between the CBvS or any of its officers and SovX Partners DMCC, all of which shall be deemed to have been terminated by mutual consent.

10.4 This Agreement shall be governed by English Law. The English Courts shall have exclusive jurisdiction to deal with any dispute that may arise out of or in connection with this Agreement.

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