AFDB1JP00001475

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PGCL.2 is seeking one (1) PPP/ Advisory Services Legal Consultant, who will work under the direct supervision of the Division Manager, Private Sector Operations (PGCL.2) and/or the PGCL.2 Legal Officer(s) designated by the latter. The Legal Consultant will be primarily responsible for providing her/ his support in respect of PPP and project finance transactions as well as advisory mandates but may also assist the Division Team in achieving its Work Program.

The Bank hereby invites individual consultants interested in applying for the consultancy to submit their proposals within the deadline mentioned above. Proposals must mention/ refer to “Selection of one Public-Private Partnership (PPP)/ Advisory Services Legal Consultant - Private Sector Operations Division, Legal Department (PGCL.2)” and include the following documentation:

(i) a short statement commenting on the consulting assignment, stating the consultant’s relevant experience and capacity to perform the services set out therein and confirming her/his availability for (at least) a 6-month period starting as from (indicatively) February 2027; and

(ii) a detailed Curriculum Vitae (CV).

NB: To participate in this Request for Proposals you need to be a national of one of the AfDB Member Countries (https://www.afdb.org/en/about-us/corporate-information/members/). It is expected that interested consultants shall already be registered or register in the Bank’s database for consultants.

This Request for Proposals does not constitute in any way an offer or an undertaking by the African Development Bank to retain any consultant who submits a proposal.

A. Key responsibilities:

 support in respect of PPP and project finance transactions as well as advisory mandates to be entered into with Regional Member Countries (RMCs) and/or public and private sector entities;
 assist the Division Team in achieving its Work Program (as described herein below under “B. Other responsibilities”).

B. Other responsibilities:

 conducting legal due diligence on proposed transactions including the review of, among others, project documents and agreements (e.g. development or construction contracts, supply agreements, concession agreements, joint-venture agreements etc.), constitutive documents of proposed borrowers/investee companies and funds (e.g. corporate documents, shareholders’ agreements, management agreements etc.) as well as legal and regulatory requirements;
 drafting and/or reviewing, negotiating and finalizing all legal documentation relevant to Bank’s lending and other investments, including (without limitation) term sheets, loan agreements, lines of credit agreements, common terms agreements, guarantee agreements, participation agreements etc., depending on the nature of the project and the type of investment from time to time concerned;
 advising on transaction structure and documentation for private equity investments by the Bank to ensure compliance with Bank’s policies and practice as well as applicable laws including drafting and/or reviewing shareholders’ agreements, partnership agreements, management agreements, co-investment agreements, subscription agreements etc.;
 advising on transaction structure and deal documentation for project finance, trade finance, corporate finance, etc.;
 liaising and collaborating with staff in private sector operations, finance, environmental and social complexes and regional centers to develop the appropriate terms and conditions of transactions, ensuring compliance with applicable rules, regulations and Bank’s policies;
 participating in project appraisal missions and reviewing project concept notes, project appraisal reports and advising as appropriate;
 drafting board resolutions and assisting in preparing projects for presentation to the Board of Directors;
 providing legal support for the implementation and monitoring of projects post-financial close including advising on waiver requests, consents and approvals and project work-outs amongst others;
 liaising with co-lenders/investors, partners and external counsel as appropriate;
 undertaking any other missions in the performance of the foregoing tasks;
 provide legal input in connection with the formulation of policy and guidelines in private sector operations; and
 performing such other assignments and duties in furtherance of the Department's mandate as may be assigned by the General Counsel, the PGCL.2 Manager and/or the PGCL.2 Legal Officer(s) designated by the latter.

The estimated duration of services is six (6) months, indicatively beginning in February 2027; at the discretion of the Bank and based on PGCL.2 needs, the consultancy assignment may be extended for up to six (6) months subject to, among others, internal approval(s), budget availability and satisfactory evaluation of the consultant’s performance.

The African Development Bank will provide overall oversight through the Private Sector Operations Division of the Legal Services Department (PGCL.2). The African Development Bank will support the consultant with internal coordination, access to systems and documentation.

The consultant will receive a monthly lump sum commensurate with his/her experience; no additional benefits will be paid. The consultant is responsible for her/his own health insurance as well as medical costs and accommodation costs during the consultancy. The Bank will cover full costs of any required missions in accordance with its rules governing consultant mission travel.

The consultancy will take place in Abidjan (Côte d’Ivoire) and will require regular full-time presence in the Bank’s offices; missions may also be required. The consultant shall take steps to obtain the visas or certificates of residence required to perform his/her duties and fulfill his/her obligations under the consultancy agreement; the Bank will assist the consultant in these tasks whenever necessary.