Financial Advisor Consultancy for Namibia National Electrification Fund

The EOI will lead to a Request for Proposal (RFP) for the scope of services detailed in Section 3 which will be shared with the shortlisted consultant.

BACKGROUND The Government of Namibia (GRN) through the Environmental Investment Fund (EIF) secured a project preparation grant from the World Bank to fund a financial advisory firm or relevant consortia (the Consultant) to advise on the setting up of the National Electrification Fund.

The grant-funded activity will also inform the preparation of the World Bank Accelerating Sustainable and Clean Energy Access Transformation (ASCENT) Namibia operation to support the electrification targets of the country.

SCOPE OF SERVICES The scope of work under this assignment will include the following main sub-tasks: Inception Report The Consultant will develop an inception report presenting (i) the assignment detailed methodology, (ii) the list of data and documentation required for the completion of the outputs, and (iii) a timeline of the expected completion of all tasks, all meetings and workshops required, as well as the approach to work with MIME (and any other relevant stakeholders) in validating scenarios, data and results.

Task 1: Review of the legal, institutional and regulatory framework related to the electrification sector and establishment of the fund The firm will provide support to GRN in identifying, evaluating, conducting a gap analysis and mapping out the legal, regulatory, institutional and financing frameworks necessary to ensure the successful establishment of the National Electrification Fund.

The firm will provide legal insights through the preparation of a comprehensive report on the electrification sector and realistic financing structures for the National Electrification Fund.

The document will encompass several key components: (i) summary of the electrification sector, offering an analysis of the financial and technical performance of the distributors of electricity; (ii) assessment of the existing tariff systems in each region and conceptualization of financing through sustainable debt instruments that rely on consumer receivables to the extent possible; (iii) summary of the legal and institutional framework necessary for the establishment of the National Electrification Fund (that encompass electricity access and clean cooking funds); and (iv) development of a Fund Manager selection and scoring matrix.

The hiring of the Fund Manager is expected by the completion of Task 1. All subsequent Tasks are expected to be completed in conjunction with the Fund Manager. The firm will conduct necessary stakeholder consultations to receive feedback.

Task 2: Construction of the preliminary fund portfolio model with the independent structures for grid and off grid /clean cooking financing The firm will develop and apply a Fund Investment Model to create portfolio scenarios, which will incorporate electrification scenarios, and leverage the geospatial least cost electrification plan, tariff scenarios, off-grid and clean cooking sector analysis, evaluation of O&M costs including a thorough analysis of the operation and maintenance costs associated with extending the grid network via the REDs, and will consider financing options.

Through this model, the firm will identify the funding gap for each electrification scenario and assess financing mechanisms that rely on blended capital from the public and private sectors, including contributions from DFIs.

Task 3: Design off-grid and clean cooking co-financing and incentive programs for private sector participation ( Optional to be confirmed by the client ) The construction of the off-grid and clean cooking portfolio will be supported by a separate detailed model that focuses on off-grid and clean cooking expansion, considering market sentiment in the region.

The firm will assess the existing off-grid solar and clean cooking markets by engaging with the independent operators. In parallel the firm will assess financial sector incentives for the local off-grid solar and clean cooking market (i.e. green microfinance, solar funds etc.) to design realistic off-grid co-financing and incentive programs that encourage private sector participation.

The firm will prepare a Report that will provide a detailed summary of the off-grid co-financing and incentive programs as well as procurement approach, while the underlying model will generate various scenarios that will be incorporated into the overall fund portfolio.

The financing scenarios will feed into the fund investment model, ensuring effective budgeting and maximizing the impact of the off-grid co-financing and incentive programs.

Task 4: Development of capital mobilization strategy and construction of the fund cash waterfall based on the investor risk appetite and various sector scenarios The firm will structure the fund and provide fund cash waterfall based on the ongoing fundraising efforts for the National Electrification Fund.

The sources of capital will include GRN electrification budget, concessional finance, and potentially institutional investor capital among others. The fund cash waterfall will be based on the seniority of the tranches and will incorporate investment return and risk profiles in line with the fundraising efforts.

The fund cash waterfall will be based on the fund investment model scenarios and essentially be delivered by the firm in the form of a consolidated model. The firm will develop a fund management strategy that includes a detailed plan to diversify and maximize funding sources.

This will involve analyzing a pool of potential sourcing partners and providing recommendations on how the fund can leverage donor, investor, and facility offerings – including technical assistance and capacity building – for its own program. Task 4 will also involve developing a Facility Capitalization Process that can be utilized to approach and secure financing.

Task 5: Support operationalization of the National Electrification Fund by MIME including Stakeholder Consultations.

The firm will, in collaboration with the Fund Manager, develop an implementation plan for the fund in the following areas: (i) budgeting, (ii) portfolio management, (iii) procurement, (iv) disbursements, (v) monitoring and evaluation of projects, (vi) credit management and administration, and (vii) governance, which will include assessing the governance structure, policies, stakeholder involvement, accountability mechanisms, and risk management strategies to ensure effective institutional arrangements.

The implementation plan will also include the proposed structure for the Project Implementation Unit under the MIME that will monitor the establishment of the New Electrification Fund.

The Consultant will deliver capacity building needed to deliver on the key objectives described above including a detailed and scheduled handover of all developed models and all key documents prepared under Task 1 - 5 (to be defined at inception report).

The Consultant, in collaboration with the working group, will facilitate a program of stakeholder consultations involving all relevant government agencies to gather insights and feedback on the outputs of Tasks 1-5, ensuring a high level of buy-in for the final model and prepared documents. See attached detailed Terms of Reference (ToR).

INVITATION EIF hereby invites eligible consulting firms (“Consultants”) to submit Expressions of Interest (EOI) for the provision of the above-mentioned Services.

Interested, and registered Consultancy Firms should provide information demonstrating that they have the required technical capabilities, managerial capabilities, qualifications and relevant experience to perform the Services to be shortlisted for further engagement on the Accelerating Sustainable and Clean Energy Access Transformation (ASCENT) Project.

The information requested in the EOI shall be a pre-requisite to assess the firm’s capability to provide the services required and will be the basis for short-listing of the Consultant for an eventual invitation to submit proposal.

The attention of interested Consultants is drawn to the conditions that Procurement of contracts financed by the proceeds of the proposed World Bank (IBRD) grant will be conducted through the procedures as specified in the World Bank’s Procurement Regulations for IPF Borrowers February 2025 and is open to all eligible firms, subject to the approach to market, as defined in the Procurement Regulations.

ELIGIBILITY OF CONSULTANT The attention of interested Consultants is drawn to paragraph 3.20 to 3.23 of the World Bank’s Procurement Regulations for IPF Borrowers dated February 2025 setting forth the World Bank’s Policy on Eligibility.

CONFLICT OF INTEREST The attention of interested Consultants is drawn to paragraph 3.13, and 3.15 to 3.16 of the World Bank’s Procurement Regulations for IPF Borrowers dated February 2025 setting forth the World Bank’s Policy on Conflict of Interest. QUALIFICATIONS EIF invites eligible Consultants to indicate their interest in providing the Services.

Interested Consultants should provide information demonstrating that they have the required qualifications and relevant experience to perform the corresponding Services.

The Consultant must demonstrate experience in scope of work required, including proven experience in fund structuring, developing investment plans, financial modeling, capital mobilization, blended finance facility, energy access strategies, off-grid and clean cooking, and similar assignments in Africa or developing countries.

The consultant must demonstrate the following: Core Business : The firm (or lead firm in the consortium) must have been in continuous business for minimum of ten (10) years. Core Business : The firm’s core business must include financial advisory services, with at least five (5) years of demonstrable experience in providing such services.

The firm should demonstrate the institutional capacity to mobilize multidisciplinary expertise (e.g, Fund structuring and operationalization, financial modeling (excel and python), grid/off-grid/clean cooking, legal structuring, policy and regulatory advisory, project management and stakeholder engagement).

Relevant Institutional Experience : The firm or consortium must demonstrate substantial experience in undertaking financial advisory assignments advising fund structuring and operationalization, capital mobilization, and development of fund strategies. Energy expertise and demonstrated experience in off-grid solar and clean cooking co-financing and incentive programs are required.

Relevant Institutional Experience : The firm should demonstrate a track record of at least two (2) assignments of comparable scale, complexity, and scope to the services required under the EOI. Ideally these assignments should involve multilateral development banks and concessional financing, and must include experience in fund structuring, fund plan development and blended-finance instruments.

NOTE: The Qualifications and Experience of Key Experts shall not be included in the shortlisting criteria. Key Experts will not be evaluated at the shortlisting stage. Interested Consultants must provide information indicating that they are qualified to perform the Services by completing and submitting the Forms AF1 to AF3 together with other relevant documents.

Consultants are encouraged to submit as much evidential track record as possible for ranking purposes. Consultants may associate with other firms to enhance their qualifications but should indicate clearly whether the association is in the form of a joint venture and/or a sub-consultancy.

In the case of a joint venture, all the partners in the joint venture shall be jointly and severally liable for the entire contract, if selected. Where a consortium is proposed, clear roles and responsibilities of each partner must be provided, along with evidence of prior collaboration or effective consortium management.

APPROACH TO MARKET AND SELECTION METHOD The approach to market for the procurement of the Consultant will be Open International, and so this EOI will be advertised INTERNATIONALLY and is open to any firm, whether local or international, provided that the Consultancy Firm meet the shortlisting criteria set out in Section 7: Qualifications discussed above.

The Consultant will be selected in accordance with the Consultant Qualification Selection (CQS) method set out in the World Bank Procurement Regulations for IPF Borrowers.

From the firms that have submitted an EoI, the EIF will select the firm with the best qualifications and relevant experience and invites it to submit its technical and financial Proposals for negotiations., as per paragraph 7.11 of the World Bank Procurement Regulations for IPF Borrowers, therefore Consultants are encouraged to submit as much evidential track record as possible for ranking purposes.

Only shortlisted Consultant will be approached directly by EIF to submit proposals for the services required in the RFP phase. Any Consultants that are unable to complete the EOI Submission Requirements or do not provide all the relevant information required for shortlisting, may not be substantially responsive and may lead to non-shortlisting of its EOI submission.

CORRESPONDENCE All correspondences and further information requests related to this EOI shall be made in English. Any clarification sought by any firm in respect of the EOI shall be addressed in writing, as per the Clarifications schedule indicated below. Clarifications will be open until last date of clarifications set for 14 November 2025.

The clarifications should be addressed to: Miss Tjirimejo Mbaha Procurement Management Unit, 1st Floor 8933 Heinitzburg Heights, c/o Heinitzburg & Dr Theo-Ben Gurirab Streets, Klein Windhoek Email: nghp.procurement@eif.org.na The office hours are: 08:00 – 17:00 (Namibian Time) on Monday – Friday.

SUBMISSION OF EXPRESSION OF INTEREST The EOI document shall be prepared and submitted in the English language and can be submitted and received in ELECTRONIC FORMAT on or before 21 November 2025 at 17:00 (Namibian Time). Submission must be in an electronic copy of a single PDF file and emailed to: nghp.procurement@eif.org.na.

The file is to be titled “ SC/EOI/EIF-03/2025: Consultancy Service for Financial Advisor for Namibia National Electrification Fund . Yours sincerely, David Hamukwaya MANAGER: PROCUREMENT SECTION 2: SUBMISSION FORMS The completed Standard Forms and specific information requested hereafter shall be submitted as Expression of Interest and evaluated for shortlisting purposes.

AF1 – DECLARATION AND UNDERTAKING [ Location, Date ] [To be completed on Company Letterhead] To: Procurement Management Unit Attn: David Hamukwaya P.O.

Box 28157 Auas Valley, Windhoek 8933 Heinitzburg Heights, c/o Heinitzburg & Dr Theo-Ben Gurirab Streets, Klein Windhoek Tel: +264 61 431 7733 Fax: (061) 240 339 E-mail: nghp.procurement@eif.org.na To whom it may concern, RE: DECLARATION AND UNDERTAKING We, the undersigned, are hereby submitting our Expression of Interest for the Consultancy Service for Financial Advisor for Namibia National Electrification Fund , in accordance with this Expression of Interest [SC/EOI/EIF- 03/2025], dated 7 November 2025.

We hereby declare that all the information and statements made in this Expression of Interest are true and accept that any misinterpretation contained in it may lead to not being shortlisted or disqualification within any later stage.

We hereby declare that our company, and our staff, partners and associates do not have and are not aware of any actual or potential Conflicts of Interest which may arise through this Expression of Interest, (Please refer to the definition of Conflict of Interest in Section 3.13, and 3.15 to 3.16 as well as Annex IV [ Fraud and Corruption ] of the World Bank’s Procurement Regulations for IPF Borrowers (February 2025) (Procurement Regulations).

As the Consultant, we acknowledge that we have not previously been involved in the compilation or review of the EIF bidding documents, technical specifications and/or feasibility study for the Accelerating Sustainable and Clean Energy Access Transformation (ASCENT) and are eligible to participate.

We acknowledge the submission of the following information is appended to this declaration: Please clearly acknowledge the attachment of the following information by explicitly writing “YES” or “NO” in the relevant boxes.: Yes / No Our company profile providing information of our core business and years in business, relevant experience, technical and managerial capability as well as all other supporting documents.

We further acknowledge that the Scope of Services for the Consultancy Services may be updated, amended, or incorporated with any information forthcoming as part of the EOI submissions received or as a result of this EOI process.

The following person(s) have been nominated on behalf of the Consultant to be the contact person(s) (please complete in print or block letters): Title and Name Contact Number Email address Yours sincerely, On behalf of Consultant: Authorized Signature [In full and initials]: Name and Title of Signatory: Name of Company: Address: Company Stamp: AF2 – GENERAL INFORMATION [ Location, Date ] All consultancy firms and each partner of a Joint Venture (JV) applying for the Expression of Interest are requested to complete the information in this form.

Nationality information (if applicable) should be provided for all owners or Consultants who are partnerships/associates or individually owned firms. In case of a Joint Venture (JV), the firm designated to be the Lead Partner should be clearly spelt out.

1 Name of firm 2 Head office address 3 Telephone Contact 4 Fax E- mail 5 Place of incorporation / registration Year of incorporation / registration Nationality of owners (If applicable) 1 Name Nationality 1 2 3 4 5 1 To be completed by all owners of partnerships/associates or individually owned firms.

AF3 – EXPERIENCE RECORD [ Location, Date ] [To be completed on Company Letterhead] Name of Consultant or partner of a joint venture ……………………………………………………………………………………………………………… To enable evaluation of requirements of Section 7: Qualifications, and shortlisting, the Consultant shall be required to fill in this Form (AF3) On the next page, using the format of this Form (AF3), the Consultant is requested to provide information on each previous completed project of a similar nature and complexity.

The similar nature and complexity shall be aligned as per each respective package qualification requirements of Section 7: Qualifications. The Consultant is required to explicitly mention for each reference project if they undertook it by themselves or were in a joint venture with another firm.

Consultants must enclose testimonials, certificates, and publicity material with their applications with the aim of aiding the evaluation of qualifications. Consultants are encouraged to submit as much evidential track record as possible for ranking purposes.

DETAILS OF PROJECTS/CONTRACTS OF SIMILAR NATURE AND COMPLEXITY [ Location, Date ] [To be completed on Company Letterhead] Name of Consultant or partner of a Joint Venture (JV)/Consortium/Association ………………………………………………………………………………………………………………..

[Use a separate sheet for each reference project/contract] 1 Project/Contract Number: Name of project/contract: Country: 2 Name of employer: 3 Employer address: 4 Brief description of services provided and special features relevant to the contract based on which the Consultant wishes to be short-listed.

5 Contract role (check one) Sole party Management Consultant Sub-consultant Partner in a joint venture 6 Name of associate Consultants (if any): 7 Date Award: 8 Date of Completion: 9 Contract/subcontract duration (years and months) years months 10 Contract Value: I hereby certify that the information contained in this Form AF3 is a true and accurate representation of the services performed by [insert Consultant’s name].

Name ……………………………………………………………………….. In the Capacity of ……………………………………………………………………….. Signature ……………………………………………………………………….. Date ……………………………………………………………………….. Agency: Environmental Investment Fund of Namibia Procurement method: Consultant Qualification Selection Notice type: Request for Expression of Interest Status: Published Value: 450000.0 USD