OFFICIAL USE

TERMS OF REFERENCE

GCF GEFF Green SME Loan Facility consultant

1. BACKGROUND

Egypt is a resource-rich country. It is the largest non-OPEC oil producer in Africa and the second largest dry
natural gas producer on the continent. However, energy production in Egypt has been steadily declining since
2009 and in 2013 reached 82,821 ktoe. This is due to shortages in natural gas supply, and oil production being
unable to keep up with the energy demand. The shortages have led to electricity blackouts in Egypt as well as
decreasing exports.

There are a number of issues with the energy sector in Egypt:

 Prices: The past policy of low energy prices had a huge negative impact on the public budget, as well as
putting pressure on the government to deal with possible social unrest that might be triggered due to the
increase in energy prices now and in the future. This is mainly the case for electricity prices, which are set
at below the cost recovery level for many categories of consumers and for liquid petroleum gas (“LPG”).
Nevertheless the government is committed to increasing energy prices in the future, while keeping the
lifeline tariff for vulnerable customers;
 Climate change: Egypt is highly sensitive to the risk of climate change impact due to water scarcity.
Despite the availability of the Nile, Egypt has experienced water poverty for many years. At the same
time emissions of greenhouse gases (“GHG”) are expected to increase due to growth in the economy and
population;
 Sustainable Energy (“SE”) Potential: there is much scope for improving the efficiency of energy supply
and energy conservation, as well as the development of renewable energy (“RE”) sources. Egypt has
begun to exploit its RE energy potential only recently, concentrating on larger projects. Smaller RE
projects have received less attention. A Market Demand Study conducted by the European Bank for
Reconstruction and Development (the “EBRD”, the “Bank”) in Egypt has identified a vast potential for
RE and EE over the short and medium terms.

Barriers to investing in EE and climate adaptation projects exist at the level of local financial institutions,
strategic investors and project implementers, as well as in the legal/regulatory environment. Local financial
institutions are well placed to conduct client credit analysis, but are typically unfamiliar with appraising technical
projects including EE and RE projects and have no specific experience of marketing their capital for use in these
types of investments. Prospective borrowers tend to focus on core business activities and often do not have the
resources to identify and prepare bankable EE and/or RE projects. Individual projects can be difficult to appraise,
so effective implementation/financing mechanisms are rare. The current legal/regulatory system contains
provision to support EE and RE but lacks the necessary secondary regulations or enforcement necessary for
implementation.

The EBRD and the Green Climate Fund (GCF) are co-financing a GCF GEFF Egypt - Green SME Loan (“the
Loan” or “the Facility”, or “the Project”), that should address these barriers in the market in Egypt through
implementation of a USD 100 million facility in the form of a credit line to a Participating Financial Institution
(“PFI”) for on-lending to SME private sector borrowers for sustainable energy and resource efficiency
investments. The Project will follow the standard EBRD model for Green Economy Financing Facilities (GEFF)
and will be supported by a technical assistance grant, which will be used to support project implementation, PFI
and local expert capacity-building and increase awareness of sustainable energy and resource efficiency (SE/RE)

1
OFFICIAL USE
 OFFICIAL USE

potential. It is expected that the Green Climate Fund and EBRD’s Special Shareholders Fund (SSF)will be donors
for this assignment.

The EBRD expects engagement of one PFI in the Facility with expected restrictions on the Sub-project size and
ownership as presented below:

(a) The maximum individual Sub-loan amount and the maximum purchase price of each piece of equipment

Max individual Sub- Max individual

loan amount or Sub-loan amount or
maximum purchase maximum purchase
price of Equipment price of Equipment
for Investments in for investments in
Pre-approved Assessed Sub-
Technology projects
Sub-loans or Leases to Businesses USD 300k USD 5M
Sub-loans or Leases to Service USD 300k USD 5M
Providers
Sub-loans or Leases to Producers N/A USD 5M
Sub-loans or Leases to Vendors N/A USD 2M

(b) The maximum aggregate Sub-loan amounts and the maximum purchase price of each piece of Leased
Equipment per Beneficiary shall not exceed USD 5 million or the equivalent in another currency.

(c) The maximum sustainable energy-related component, to be determined by the FC, of the Investment Cost for
an Assisted Investment would not exceed the equivalent of USD 15 million.

(d) Only majority privately-owned companies are eligible.

The EBRD wishes to engage a facility consultant (the “Facility Consultant”, the “FC”) to provide technical
assistance to support the implementation of GCF GEFF Egypt Green SME Loan (the “Assignment”).

The GCF GEFF Egypt Green SME Loan shall build on the results of, and lessons learnt from, the Pilot
EgyptSEFF project with the National Bank of Egypt (“NBE”) which was a USD 30 million SEFF programme
signed in mid-December 2014 with duration of up to two years. The Pilot EgyptSEFF was used by NBE for on-
lending to private corporate and SME Beneficiaries for EE and RE projects. The Pilot EgyptSEFF also benefitted
from investment incentives to Borrowers and technical assistance financed by the EBRD Shareholder Special
Fund (“SSF”). More information about the Pilot EgyptSEFF is available from the following website:
http://www.egyptseff.org/en .

Specific eligibility criteria applicable under Green SME Loan for Sub-projects and Beneficiaries are described in
detail in the Policy Statement of the PFI, which will be annexed to the Loan Agreement between the EBRD and
the PFI. The eligibility criteria as specified in the Policy Statement will be made available to the Facility
consultant (FC) by the EBRD. The template of the Operations Manual will also be provided to the FC and the PFI
by the EBRD. This will describe the eligibility criteria as well as detailed Facility implementation guidelines to be
adapted by the FC. The FC shall assess Sub-projects and Beneficiaries against the eligibility criteria specified in
the Policy Statements. If the wording of the Policy Statement and the wording of any other relevant documents

OFFICIAL USE 2
 OFFICIAL USE

inclusive of these Terms of Reference (“TOR”) are in any way inconsistent, the wording in the Policy Statement1
will prevail. The FC will notify the PFI and the EBRD if any inconsistency between the documents exists so that
the EBRD may take appropriate action to address outstanding issues.

2. OBJECTIVE

The objective of this Assignment is to transfer strategic know-how and raise awareness about modern energy
performance and environmental standards to contribute to the creation of a demand-driven, self-sustaining market
for investments in high performance technologies and services supporting a green economy.

The specific objective is to support the effective implementation of the GCF GEFF Egypt Green SME Loan,
resulting in a portfolio of eligible Sub-projects.

3. SCOPE OF WORK

The consultant shall carry out the following tasks and activities:

3.1 Ensure successful Facility inception

In this context, the Consultant will be required to carry out the following tasks:

Project Office

 Establish and maintain full time Facility offices in Cairo, Egypt which will be equipped and staffed to
provide all necessary facilities, services (secretarial support, interpretation, translation services, etc.)
throughout the duration of the Assignment. The Consultant’s office staff shall co-ordinate responses to
enquiries of the PFI, the EBRD and other stakeholders and assist the prospective Sub-borrowers in their
enquiries (including maintaining an advisory telephone helpline, answering emails or other correspondence
and using the Facility website to address FAQs).

Facility Documents and Tools

 Adopt, maintain and update the operational tools, using the standard templates and forms provided by the
EBRD. Any changes should be explained, justified by the Consultant and submitted for approval by the
EBRD.
 Prepare a Quality Assurance Manual describing the roles, responsibilities and organisation of the team, the
policies and procedures in place to assure the provision of quality services and deliverables, the name of the
team member(s) authorised to approve deliverables, the mechanism to notify and rectify underperformance
of any member(s) of the team.
Inception Marketing and Awareness Raising Activities
 Prepare a marketing plan for the Facility
 Promote the Facility through marketing activities, including preparing, updating and disseminating marketing
materials that outline the structure of the Facility, organising workshops, regional seminars and other
promotional events.
1
The Policy Statement is being finalised by the EBRD, and will be made available to the first-ranked consultant during contract
negotiations. It will be attached as an annex to the Terms of Reference in the framework contract and subsequent call-offs.

OFFICIAL USE 3
 OFFICIAL USE

 Organize a Facility launch event. All marketing materials must recognise the donor’s contribution in a form
required by the donor and agreed with the EBRD.
 Populate with content and maintain the Facility Website based on the website templates provided by the
EBRD

3.2 Ensure that the PFI is on boarded successfully

In this context, the Consultant will be required to carry out the following tasks:

Kick-off meeting and Action Plan

 Actively contribute to Kick-Off meetings organized by the EBRD.
 Support the PFI in developing an Action Plan that will include services tailored to its internal capacity and
strategic direction agreed between the PFI, the Facility Consultant and the EBRD to ensure a successful
launch and implementation of the Facility.
Policies & Procedures
 Assist the PFI in understanding Facility objectives and the EBRD policies, standards and criteria as well as
how the EBRD envisions and expects the Facility to be implemented.
 The Consultant is expected to be fully familiar with guidance material in the EBRD Environmental and
Social Risk Management Manual (E-Manual) available on the EBRD website http://www.ebrd.com/who-we-
are/our-values/environmental-emanual-risk.html and have participated in the EBRD – ERM Webinar:
Environmental and Social Management Systems - Best Practice for Financial Institutions, and in case of
construction also: http://www.ebrd.com/downloads/policies/environmental/construction/buidling.pdf
 Liaise with and assist the PFI to adapt the procedures, information and process workflows for
implementation of the Facility in accordance with the GEFF Operations Manual and the criteria in the Policy
Statement, as well as PFI’s internal systems of organisation and procedures.
Training & Capacity Building
 Deliver EBRD’s standard e-learning programme to build the PFI’s own in-house training capacity to
support green economy investments. The PFI shall be encouraged to make this training programme available
via their intranet systems.
 Provide guidance and appropriate face-to to face training sessions and materials for the PFI staff to ensure
dissemination of the Facility procedures to the branch network. Working closely with the PFI, conduct
regular capacity building activities and trainings of loan officers of the PFI in order to keep them informed
about the Facility, provide them with the relevant updates and procedures and generally assist them with
promoting the Facility and support Sub-borrowers to maximise number of Sub-loans. This should be done in
such a way to ensure continuity of knowledge and coverage, for the entire availability period of the Facility.
 Deliver a "Train the Trainer" programme to build the PFI’s own in-house training capacity in developing
opportunities for supporting green economy investments. The PFI shall be encouraged to make this training
programme available via their intranet systems. Furthermore, at the end of the consultancy services
assignment, this training shall remain available via the Facility website for a period of at least one year.
 Deliver on a Gender Action Plan and carry out capacity building
Product Development
 Support the PFI in the development of a green financial product that specifically targets the PFI client base
and at the request of the PFI. The Consultant shall support the PFI in analysing its client base and
customising tailored green financial products to address green economy investments in the long-term.

OFFICIAL USE 4
 OFFICIAL USE

 Contribute to the structuring of vendor-finance schemes to support uptake of the Facility Sub-loans.
Marketing & Project Origination
 Provide the PFI with marketing advice adapted to the needs of the PFI. Hold regular discussions with the
PFI regarding marketing strategy, providing support during press releases and seminars, producing joint
marketing materials such as leaflets and direct mailing.
 Organise dedicated marketing / project origination activities to be deployed with the PFI, These may
include, but shall not be limited to:
o presentations at round table meetings with the PFI, initially at headquarters level and then jointly with PFI
management in selected PFI’ branches (if applicable),
o distribution of guidance instructions to PFI loan officers to notify Sub-project opportunities,
o introduction / exploratory visits in co-operation with PFI branches to a number of potential Sub-projects
o conducting customer meeting together with loan officers.
o together with PFI officers engage with vendors, producers and service providers to support the
development of vendor finance schemes
The Consultant shall ensure that appropriate efforts are directed towards the various parties involved (i.e. the
PFI, the general population, manufacturers/producers/constructors/installers/distribution chains and shops).

3.3. Support the Sub-project Lifecycle

Sub-project Eligibility Determination

 Ensure that eligibility is determined in line with the Policy Statement Annex A Technical Eligibility Criteria
and the Project Assessment Guidelines annexed to the GEFF Operations Manual; and that Sub-loans are
processed according to the Facility procedures as provided in the GEFF Operations Manual as per below:
o Pre-approved Technologies (items from the Technology Selector - the Facility specific sub-set
of the Global Technology Selector). Sub-loans for Technology Selector (“TS”) based items can
be approved by the PFI without further need for an Assessment by the Consultant. Any doubts
about whether a Sub-project is automatically eligible shall be clarified through an Assessment of
Eligibility.
The Consultant is however responsible for:
1. Regular maintenance and monitoring of the product database covered by the Facility
(regular interaction with the TS system for activities including but not limited to
screening of products to eliminate products or vendors that are not available on the
market any more). This includes but not limited to the following:
 Maintaining the current list of technologies
 Regularly uploading new products into the product database covered by the
Facility according to the Minimum Performance Criteria agreed in the Global TS
 Accepting/rejecting/amending entries in the system
 Ensuring and confirming requests received by vendors
 Reviewing and correcting entries (including language corrections)
 Suggesting assessment methodologies for new equipment (not in the TS) to the
Global TS Quality Officer and confirming it with the EBRD.
 Confirming periodic updates of the products in the system with the vendors.

OFFICIAL USE 5
 OFFICIAL USE

2. Frequent contacts (telephone, personal meetings, etc.) with new and existing
vendors/producers in order to maintain and increase the number of products on the
Technology Selector, but also to promote the Facility through vendors/producers who are
a crucial stakeholder for the Facility
3. Interaction with the Global TS Quality Officer to coordinate activities (including queries
related to the TS) and avoid duplication of efforts
4. Timely response to vendor queries (in the TS platform, phone calls, emails, etc.)
5. Encouraging vendors to input products in the TS system, and if necessary helping them
with registration and uploads
6. Support to vendors/producers in marketing activities that are relevant for the Facility such
as: organisation of or participation in vendor/producer events (e.g. fairs, conferences),
preparation of marketing materials such as leaflets, posters, stickers, etc. (if necessary)
7. Providing trainings for vendors/producers.
o Assessment of Eligibility: If a proposed Sub-project is not considered to be a Pre-approved Technologies
project, the Consultant is required to assess its eligibility in line with the Project Assessment Guidelines.
To evidence the eligibility of Assessed Sub-projects, the Consultant shall first prepare a Preliminary
Assessment Report (PAR). Depending on the Sub-project requirement the Consultant may recommend a
further more detailed assessment of the Sub-project proposal e.g. to enhance Sub-project performance,
originate further eligible opportunities and prioritise investment recommendations, or the PFI may request
specific support from the Consultant to support a more detailed environmental and social risk assessment
in order to confirm compliance with the EBRD’s Environmental and Social Policy. For this purpose the
Consultant shall perform either a Simplified Assessment or a Full Assessment of the Sub-project
depending on the Sub-project requirements and prepare a Simplified Assessment Report – SAR or a Full
Assessment Report - FAR. If required, additional information may be requested from the prospective Sub-
borrower before the Sub-project approval is granted.
o The SAR/PAR may be complemented by additional information available to the Consultant in support of
the results presented in the report.

3.4. Ensure the correct tracking, monitoring and reporting of the Facility data

 Record all information related to financed Sub-projects in the EBRD Management Information System (MIS)
database. The MIS database will provide for Facility progress tracking as well as a centralised filing system
for uploading of deliverables. The consultant shall maintain tracking, monitoring and reporting in MIS and
ensure the use of standard forms and accurate data. The MIS will provide the necessary information on Sub-
projects, generate reports to the EBRD and reconcile the records of the PFI and the EBRD.
 Collaborate closely with the PFI to monitor the progress and implementation of the Facility; arrange with the
PFI for the efficient transmission of documents, forms, and acceptance or rejection decisions.
 Maintain and when necessary update appropriate communication protocols with the PFI to track the
implementation of Sub-projects, including but not limited to information on Sub-loans disbursement.

3.5 Implement a Gender and Social Inclusion Action Plan

 Based on the EBRD’s gender baseline assessment, collect data at the beginning and the end of the Facility to
monitor progress

OFFICIAL USE 6
 OFFICIAL USE

 Develop a Facility-specific Gender Action Plan that will outline specific gender mainstreaming activities as
part of the Facility
 Provide technical support and carry out capacity building activities for PFIs and sub-borrowers
 Develop communications and educational materials and conduct meetings to reach out to target sector clients
and build the demand-side among women entrepreneurs
 Identify barriers women entrepreneurs may face in accessing finance and potential policy dialogue activities
that would be helpful in removing those barriers
 Deliver Progress and final report that will outline lessons learned regarding gender and climate finance

3.6 Conduct verification of the implemented projects

The FC will conduct ex-post monitoring site visits to all complex (Assisted) Sub-projects, and to a randomly
selected sample of at least 10% and up to 20% of the Pre-approved Technology based Sub-projects, to verify
proper implementation. All other Pre-approved Technology based Sub-projects will be verified as completed on
the basis of a desk-based document review, confirming delivery and installation of the Pre-approved Technology
based investment.

4. IMPLEMENTATION ARRANGEMENTS

It is anticipated that the overall duration of the Assignment will be three years. The Consultant will be contracted
for an initial limited period (to be determined) with the possibility of an extension until the end of the Assignment
subject to the successful uptake of the Facility, satisfactory performance of the Consultant and availability of
Donor funding.

The Consultant will safely keep all materials, tools, records and reports. At the end of the Assignment the
Consultant will transfer all records and operational tools to the EBRD.

The Consultant will report to the Operation Leader at the EBRD and will submit all reports and deliverables for
approval through the MIS. The EBRD will monitor the activities of the Consultant and the PFI.

The Consultant will be available for any meetings organised by the EBRD and will discuss and evaluate any area
of concern with the execution of work under the Assignment or for any matter related to the Facility.

The Consultant will maintain an operational base in Cairo, Egypt and a network of regional offices (locations and
team structure to be agreed) if needed, which will be equipped and staffed to provide all necessary facilities,
services (secretarial support, interpretation, translation) throughout the duration of the Assignment. The
Consultant will be responsible for local travel and facilities required in other cities. All drafts and documents that
should be validated by the EBRD should be provided in English; however local communication and materials
should be ensured in local languages as necessary.

The Consultant will assist the prospective Sub-borrowers in their applications (maintaining a telephone helpline,
answering emails or other correspondence and using website to address FAQs).

5. DELIVERABLES

OFFICIAL USE 7
 OFFICIAL USE

Task Deliverable Deadline

Inception Report incl.
[8] weeks from start
Implementation Plan
[Calculation methodology to
facilitate automated energy and
GHG savings for Standard [[10] weeks from start]
residential factors in MIS based
Reporting
on loan amounts]
Progress Report including GCF
reporting requirements and Monthly
Donor Visibility measures
Within 30 days of the end of
Final Report
the assignment
Preliminary Assessment Report
(PAR) / Simplified Assessment
Throughout the assignment
Sub-project Eligibility Report (SAR) / Full Assessment
Determination Report (FAR)
Vendor-finance schemes and
Throughout the assignment
green financial products
Product Development Generic Marketing Plan [10] weeks from start
Facility Website [18] weeks from start
Marketing materials: brochure,
flyer, Facility presentation, [18] weeks from start
Marketing activities
[promotional video]
[x number of] Case studies Monthly
Facility Kick-off Meeting [4] weeks from start
Events Launch Event [18] weeks from start
Awards Ceremony At least [1] year from start
[x number of] Promotional Throughout the assignment
events
Generic Training Plan [10] weeks from start
Capacity building and training Generic Training Material [10] weeks from start
PFI Specific Training Materials, Throughout the assignment
Presentations, Training Plans
[Train the trainer program] [Throughout the assignment]
Generic Operations Manual 10 weeks from start
including Quality Assurance
Manual
Operational tools PFI Operations Manual Throughout the assignment
Updated Technology Selector Throughout the assignment
and website
[Procedure and the
tools/templates to
(i) track and enter Sub-loans [[18] weeks from start]
into MIS extended by the
PFI [based on Technology
Selector] and calculate
achieved savings

OFFICIAL USE 8
 OFFICIAL USE

conduct spot-checks on a [Throughout the assignment]

sample portfolio]2

Facility-specific Gender and In the beginning of the

Social Inclusion Action Plan assignment

Marketing and awareness raising Throughout the assignment

Delivery of the Gender and materials
Social Inclusion Action Plan
Progress report
Final report At the end of the assignment

6. DONOR REQUIREMENTS

The Consultant will ensure that all reports, documentation, marketing, and publicity materials produced in relation
to the project and exchanged between the consultant and the client should have clear references to the support of
the EBRD and its donors. The form of such references must be agreed with the EBRD.

The Consultant shall collect evidence of donor's visibility, such as media coverage, official notices and press
releases, reports and publications referring to the project. The Consultant’s reports, particularly the final report,
shall detail the ways in which the donor's visibility requirements were adhered to.

7. KEY EXPERT PROFILES

The Consultant’s expert team is expected to include key experts as follows:

Project Manager, with:

 preferably 15 years’ experience in project management;
 international technical experience in SME EE and/or RE (as well as resource efficiency) including related
EE and RE financing schemes;
 expertise in project implementation planning;
 fluent spoken and written English is essential; and
 knowledge of Arabic would be an advantage.

Financial/Economic Expert(s), with:

 preferably 10 years’ experience as corporate finance expert, bank loan officer or economist with
specialisation in financial analysis (including capital investment appraisal),
 expertise in financial structuring of cash flow-based lending projects;
 fluent spoken and written Arabic and English are essential for the expert(s) serving as PFI relationship
managers; and

Lead Engineer, with:

 preferably 15 years’ international project experience, including overseeing the work of a team of
engineers;
 experience of explaining engineering measures in financial terms;

2
Only relevant sub-projects with no incentives

OFFICIAL USE 9
 OFFICIAL USE

 fluent spoken and written English and Arabic is essential;

Pool of Local Engineers, with:

 knowledge of regulations applicable to SMEs in Egypt as well as best practice in EU including building
construction (energy performance, building design, health and safety, etc.)
 knowledge of regulations applicable to Egypt as well as best practice in EU for equipment used in SMEs
and buildings (white goods, solar water heaters, PV, heating/cooling, water efficiency, etc.)
 experience in developing sustainable energy and resource efficiency projects, including: (i) conducting
energy/resource audits, (ii) assessment of project investment plan including its risks and mitigation
strategy, (iii) commercially based sustainable energy and resource efficiency projects financing, and (iv)
calculation of energy/resource savings and greenhouse gas emission reduction for such projects;
 fluent spoken and written Arabic is essential; and
 knowledge of English would be an advantage.

Communications and Marketing Experts, with:

 preferably 10 years’ experience in developing marketing strategy and marketing tools;
 preferably 10 years’ experience in carrying out successful marketing projects in a business-to-business
marketing context;
 experience in working with corporate clients and/or banks on marketing their products;
 fluent spoken and written Arabic and English is essential; and

Gender Expert with:

 preferably 8 years of experience in the field of gender and economics, and a proven record of experience
conducting gender assessments
 fluent spoken and written English is essential
 good knowledge of Arabic would be an advantage

OFFICIAL USE 10