Access Co-Development Fund 2015 Application Guidelines April 2015 INSIDE About Access------------------------------------------------ 3 About Eren--------------------------------------------------- 3 About Access Co- Development Fund------------------- 4 Forward------------------------------------------------------ 5 Objective----------------------------------------------------- 6 The Proposition--------------------------------------------- 6 Eligibility----------------------------------------------------- 7 ACF Structure----------------------------------------------- 7 Project Selection Process---------------------------------- 8 Evaluation Criteria------------------------------------------ 8 Submission--------------------------------------------------- 9 Clarifications------------------------------------------------- 9 Terms & Conditions----------------------------------------- 9 PAGE 02 ABOUT ACCESS Access is a developer, owner and operator of power and water assets focused on emerging markets. Access Infra Africa is a fully owned subsidiary of Access dedicated to developing affordable and sustainable power projects across the African continent. Access Infra Africa is actively developing projects in over 15 countries with over 500 million US Dollars of assets under development. Access Infra Africa core expertise are: - Development of early stage projects taking them from concept to commercial operations; - Rigorously applying well developed processes and procedures to ensure the bankability of development assets; and - Innovative debt and equity structures ensuring the fastest route to financial close and long term sustainability of the asset For more information please visit www.access-power.com ABOUT EREN As a long-term IPP, EREN develops, builds, owns and operates renewable energy projects in countries where renewable energy represents an economically viable response to growing energy demands. Through partnerships established with local developers, EREN has accumulated a portfolio of over 400 MW of renewable energy assets in operation or under construction, and over 1,500 MW of assets under development in less than three years. EREN is a subsidiary of EREN Groupe, the first group dedicated to natural resource efficiency, founded by PârisMouratoglou and David Corchia. EREN is a strategic investor in Access. For more information visit www.eren-groupe.com PAGE 03 ABOUT ACCESS CODEVELOPMENT FUND Access Infra Africa has designed the Access Co-Development Fund (“ACF”) to serve as a platform to bridge the gap between local power project developers/ originators and the experience/funding required to bring such projects to life. To achieve its objectives, Access Infra Africa through the ACF will form several development partnerships with selected developers/originators and co-develop the power projects, bringing them to financial close in the shortest time possible. Thereafter Access Infra Africa and its partners will continue to own and operate the asset. PAGE 04 FORWARD Africa’s power sector and wider economy could be transformed by the billions of dollars of financing available for Africa. However, this funding cannot have an impact without wellresourced and experienced developers willing to take early-stage project risk and turn good concepts into bankable projects. As such, investment in the early stage development of power projects forms the cornerstone for the realization of Africa’s growth potential. The Access Co-development Fund (ACF) aims to deploy 5 million US dollars to co-develop up to 5 power projects. The projects will be selected and shortlisted through an application process launched on April 1, 2015. The shortlisted applicants will be invited to Dubai to take part in the final round of screening which will take place in conjunction with the Africa Energy Forum 2015. The selected project developers/originators will enter into a Joint Development Agreement with Access Infra Africa, pursuant to which Access will inject equity in the project alongside the developer/originator and provide: - Technical support; - Financial structuring; - Development process management; and - Fund all third-party development costs related to the project (such as feasibility studies, grid studies, environmental and social impact assessments, due diligence fees). Reda El Chaar Executive Chairman, Access PAGE 05 OBJECTIVE This document provides information on the Access CoDevelopment Fund (ACF), the project application steps, and selection process and criteria. THE PROPOSITION ACF is a platform that aims to bridge the gap between local power project developers/originators and the experience/funding required to bring such projects to fruition. ACF will form several development partnerships with selected developers/originators and co-develop the projects bringing them to financial close at the shortest time possible. Thereafter, Access Infra Africa and its partners will continue to own and operate the asset. Under this inaugural deployment, ACF will seek to deploy up to 5 million US dollars to co-develop up to 5 power projects. The projects will be selected following the application process outlined in this document. The selected project developers/originators will benefit from: -T he necessary technical, legal and financial expertise required to bring a project to financial close - Funding of all third party development costs related to the project (such as feasibility studies, grid studies, environmental and social impact assessments, due diligence fees, etc.…) - A clear route to exit the project at financial close PAGE 06 ELIGIBILITY Projects owners applying for the Access Co-Development Fund should meet the following minimum requirements. Projects must be; (i) Located within the African continent (ii) Utilizing commercially-proven power generation technologies (iii) Based on renewable energy (including hydro) or hybrid power generation technologies ACF STRUCTURE ACF provides funding and technical assistance to early stage developers to enable the co-development of power projects in Africa. The funding and technical assistance will be made available pursuant to a Joint Development Agreement will be executed with the applicant. The key terms of the Joint Development Agreement are as follows: (i) ACF shall fund all third party development costs to bring the project to financial close. The development budget shall be presented by the applicant in the application form. (ii) ACF provides technical, financial and legal resources towards the project in accordance with the following table: Responsibilities of ACF Manage the development process in accordance with industry best practices Manage the development process in accordance with industry best practices Provide in house technical, financial and legal support throughout the development process Secure project financing for the project Responsibilities of the Applicant Manage the interface between the project and all local authorities Lead the process for the acquisition of the required local permits and licenses On the ground management of the various project consultants including environmental consultants and technical consultants Secure the land rights and associated easements At financial close inject or arrange to inject the required equity (iii) At financial close the applicant will receive a development success fee (to be determined by the international panel of experts) depending on the business case of each project. (iv) The applicant shall have the right to convert all or part of the development success fee into equity in the project. PAGE 07 PROJECT SELECTION PROCESS The selection process shall be carried out in two stages, as follows: Stage 1 – Applicant Shortlisting The applicant shall fill in the Project Proposal Form (the “Form”) in accordance with the requirements of the Form. The Form (along with supporting documents) shall be submitted in accordance with the Submission section of this document. The applicants will be ranked in accordance with the selection criteria highlighted in this document. ACF will shortlist up to 5 applicants for Stage 2 Stage 2 – Panel Evaluation The shortlisted applicants will be invited to present in person the projects to an international panel of experts during the Africa Energy Forum on 11 June 2015 in Dubai, United Arab Emirates. The Panel shall be made up of senior representatives from Access, development institutions, and international financing institutions. ACF will then notify its decision to enter into Joint Development Agreement with up to 5 selected applicants. EVALUATION CRITERIA The applications submitted as part of Stage 1 shall be evaluated based on the following criteria (as per the application form): Technical Aspects: 20% Commercial Aspects: 50% Environmental & Social Aspects: 30% The highest scoring applications will then be invited to Africa Energy Forum 2015 (11 June 2015) in Dubai, United Arab Emirates for the final selection stage (Stage 2). PAGE 08 SUBMISSION Application Forms (along with any supporting attachments) shall be submitted in electronic format to the following e-mail address: ACF@access-power.com All applications shall be submitted on or before 20th of May 2015 at 11:00 AM Dubai Time CLARIFICATIONS Questions and comments can be directed to ACF@access-power.com TERMS & CONDITIONS Access may at its discretion decide to accept or reject any or all of the applications. www.access-power.com PAGE 09