Debt Management Office
Request for Proposal for Legal Advisers for a Diaspora Bond to Be Issued In the International Capital Market by the Federal Republic of Nigeria
The Debt Management Office (DMO), on behalf of the Federal Republic of Nigeria (“FRN”) seeks to issue a Diaspora Bond (“Diaspora Bond or Transaction”) for an amount up to USD100 million to raise funds from Nigerians in Diaspora for the purpose of financing capital projects while also, providing an opportunity for the Diaspora to participate in the development of Nigeria.
For this purpose, the DMO wishes to appoint an international law firm and a Nigerian law firm to act as Joint Legal Advisers for the Offering. The Legal Advisers, will be appointed separately by the FRN, but will be required to work together to ensure a successful Offering.
The intention is to register the proposed Diaspora Bond with the United States of America’s Securities and Exchange Commission and the United Kingdom Listing Authority.
2.0 Scope of Work
The Joint Legal Advisers shall be expected to render the following services:
a) Provide legal advice to the DMO, in all areas as may be required, for the Offering;
b) Review all relevant Nigerian laws and regulations and the laws and regulations of other jurisdictions, to ensure full compliance with such laws and regulations in the packaging, execution and documentation of the Transaction;
c) Collaborate with other Transaction Parties in the design and general packaging of the Diaspora Bond;
d) Prepare the Offering Memorandum for the Diaspora Bond in accordance with relevant laws and regulations and market practice;
e) Process and secure all the approvals required for and completion of procedures for the registration of the Diaspora Bond with relevant authorities in the United States of America, United Kingdom and other jurisdictions as may be required;
f) Review all documents and agreements to be executed by the FRN with other Transaction Parties and regulators in connection with the Offering;
g) Work with the DMO as may be required in the selection of other Transaction Parties for the Offering including the preparation of Requests For Proposals and evaluation of Bidders; and,
h) Issue an Opinion confirming that the Transaction and its documentation are compliant with relevant international laws and regulations (for the international Legal Adviser) and the local Legal Adviser will be required to issue a similar Opinion in relation to Nigerian laws and regulations.
i) Ensure a smooth completion of all post-issuance legal and regulatory formalities.
j) Provide any other service that may be necessary for the successful issuance of the Diaspora Bond.
3.0 Requests for Proposal Procedures
Proposals must be prepared in the English Language and Bids are to be submitted separately by interested Bidders. Joint Bids would not be allowed. All Bidders are to further note the following:
a) The responses to this Request For Proposal should be submitted in two separate sealed envelopes each in seven (7) copies, as set out below:
1. The Technical Bid which should be submitted in hard copy.
2. The Financial Bid which should be submitted in hard copy.
b) Electronic submissions will not be accepted;
c) Bidders should ensure that their Bids are duly acknowledged by the DMO at the time of submission;
d) All Bids are to be submitted to the following address:
Debt Management Office,
First Floor, NDIC Building,
Plot 447/448, Constitution Avenue
Central Business District,
e) All Bids must be received by 12.00 noon (Nigeria Time) on September 26, 2013. The DMC reserves the right to reject any proposal not received by this time and in the form prescribed by this Request for Proposal;
f) The Technical Bids will be opened at 1.00 p.m. on September 26, 2013. In accordance with the provisions of the Public Procurement Act, 2007, Bidders are expected to be represented at the opening of Bids;
g) All Bidders will be notified within (2) working days of the Bid Opening through electronic or physical mails if their Bids were accepted for further evaluation or rejected;
h) Bidders whose Bids are accepted for further evaluation will be invited for Interviews at a date and venue to be advised by the DMO;
i) Bidders who are unsuccessful after the evaluation of their Technical Bids will be advised within two (2) working days of the evaluation;
j) The Financial Bids will be opened once a shortlist of prospective Legal Advisers has been compiled on the basis of the evaluation of the Technical Bids and the Interviews; and,
k) The Financial Bids of all the unsuccessful Bidders will be returned un-opened to their respective addresses.
4.0 Requirements for the Technical and Financial Bids Technical Bid
The Technical Bid should contain the following in the minimum:
a) Firm’s profile including registered address and contact email address;
b) Evidence of registration with relevant regulatory authorities in the Domestic market (for Nigerian law firms) and International Capital Market (for international law firms);
c) For international firms, a list of major cities in Europe and the United States of America in which they are present;
d) Verifiable track record over the past five (5) years:
i. International Firms
Information on instances in which they acted as Legal Adviser or in any other capacity for the issuance of a Diaspora Bond or similar product for a sovereign. Information on Eurobond Transactions in which the firm provided service may be useful;
ii. Nigerian Firms
Information on transactions in which they acted as Legal Advisers or in any other capacity in the domestic or international markets;
e) Information on any previous legal and other services rendered to the Government of Nigeria;
f) A schedule of all approvals, registrations, agreements and documents which in their opinion are required for the issuance of the proposed Diaspora Bond by Nigeria and the expected period for completing the issuance; and,
g) Information on how their firms will manage the Diaspora Bond issuance process if appointed, to ensure a timely completion.
Bidders should provide a quote for the Fees and any applicable Expenses that they would require to be paid for the service to be rendered as Legal Adviser for the Diaspora Bond. The quote, which should be in United States Dollars, in the case of the international firm and in Nigerian currency (Naira) for the local firm, will be subject to all applicable Nigerian taxes.
Bidders should note that:
a) The cost for any party that may be engaged by them towards the discharge of their function as Legal Adviser, shall be for their own account.
b) The actual Fee and Expenses to be paid may be subject to negotiation at the discretion of the FRN.
Prospective Bidders that require clarification on any part of this Request for Proposal may wish to direct requests to: firstname.lastname@example.org
a) Nothing in this advertisement shall be construed to be a commitment on the part of the DM0 to appoint Legal Advisers or to issue Diaspora Bonds; nor shall it entitle any Bidder to make any claim whatsoever and seek indemnity from the DM0 by virtue of the Bidder having responded to this Request For Proposal.
b) No costs associated with responding to this Request For Proposal or attending Interviews will be reimbursed.
c) The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Diaspora Bonds referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
Debt Management Office,
Plot 447/448, Constitution Avenue,
Central Business District,
P.M.B. 532 Garki, Abuja, Nigeria.