TOR Published
TOR Published
TOR Published
Terms of Reference
1. BACKGROUND
Increasing the role of the private sector in the Uzbek economy is a key objective of the
reforms launched by the Government of Uzbekistan (“GoU”) in 2017. Introduction of
the private sector in delivery of infrastructure services through Public–Private
Partnerships (PPPs) is very important in this context. The European Bank for
Reconstruction and Development (“EBRD” or “Bank”) has engaged in helping the GoU
to put in place the necessary legal framework, which would induce and promote private
sector investment and financing from internal and external markets. In this pursuit, the
Bank is assisting the GoU in developing PPP legislation. It has also arranged several
workshops on PPPs, which attracted a lot of interest among Uzbek officials and private
companies.
In late 2019 the GoU, the related authorities in Uzbekistan (“Parties”) and the World
Bank (WB) formulated a pre-feasibility study to upgrade the 358km Tashkent – Andijan
Road linking the first and second populated cities. The objective of the study was to
identify an appropriate public–private partnership (PPP) model to realise such
upgrades to expressway standards. The study is currently ongoing in Uzbekistan and
the final report (“the TAR Report”) and its outcome (i.e. the GoU’s project decision) is
expected by the third quarter of 2020.
Following the Tashkent-Andijan Road, the GoU and the Parties envisioned upgrades
of an equally important road and requested the Bank to define the target project
(“Project”). The Project is expected to consist of the expansion and increase of capacity
of the existing road from the capital city to the crossroad of cultures (namely
Samarkand). This is a 300 km two-lane-per-direction road (the Tashkent – Samarkand
Road) connecting the first and third populated cities of Uzbekistan. However, the
Consultant will also assess the possibility of developing a new road with a new
alignment between the two cities.
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In September 2019, the Parties engaged the consultants (Spectrum Holding Ltd.,
Russia) in order to gain the understanding of the size and scope of the project and
formulate the necessary steps for upgrade or reconstruction of the Tashkent-
Samarkand Road and to review the legal / administrative framework in which the
project would be formulated. 1 The consultants submitted the final report (“the
Spectrum Report”) in December 2019, which enabled the Parties to understand the
issues associated with the project as well as key risks. This report is an early desktop
scoping study of the project and has not been formally approved by any party.
As the next step, the Parties now intend to hire a suitably qualified consultant
(“Consultant”) to conduct a pre-feasibility study and associated works (“Assignment”)
for further preparation of the Project.
The following is a technical snapshot of the Project based on the Spectrum Report:
Total length
New
of the Reconstructi
No. Section Region Constructio
Section on
n
(km)
M39 Tashkent –
Tashkent
1 Chinaz – Syr- 54 54 0
Region
Darya
М-34 Syr-Darya - Syr-Darya
2 42 4 38
Akaltyn Region
А-373: Akaltyn - Syr-Darya
3 28 28 0
Sardoba Region
М-39 Sardoba -
Syr-Darya
4 Gulzar / 44 34 10
Region
Pakhtachi
М-39 Gulzar /
5 Pakhtachi - Jizakkh Region 56 56 0
Gallaaral
М-39 Gallaaral -
6 Jizakkh Region 26 10 16
Karaultepa
М-39 Karaultepa Samarkand
7 46 25 21
- Samarkand Region
Table 1. Characteristics of the route sections
Length of the reconstruction and new construction sections are 211 km and 85 km,
respectively. The total length of the planned road amounts to 296 km.
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The planned highway along its entire length provides for passing along the existing direction,
including stretches running through settlements without any bypass roads, as well as
recommended city, town and settlement bypass roads. There are also stretches that require
bringing the geometric elements of the road to standard ones (including curve radius, elements
of transversal and longitudinal profiles, and drainage elements).
As to sections passing through settlements, the Project includes measures both to restrict
access (wire mesh fencing), to limit noise propagation (noise screens), and to provide
pedestrian and transport links between disparate territories, and measures aimed to ensure
traffic safety.
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The settlements along which bypass roads are proposed for the following segments:
At the stretch from Syr-Darya to Ak-Altyn (turning to M-34 and A-373), the road at its
entire length runs bypassing settlements, including the settlements of Syr-Darya,
Dekhkanabad, Chultukai, Bakht, Alisher Navoi.
Sardoba.
Gallaaral.
Bulungur.
At the stretch from Uraitep to Samarkand (interchange in Jambai), the road runs
around all settlements at its entire length.
In addition, on the Project will include a link road approximately 19 km in length connecting
the City of Syrdaria on the Tashkent to Samarkand alignment to the city of Bakht, lying to the
south of the alignment.
2. Objectives
Most importantly, this study will provide the GoU and the Parties with a selection of possible
alignments (limited to bypasses), so that they will be able to compare and select the project
alignment on economic, fiscal, financial, environmental and social development grounds. The
study will further make them available the project’s suitability for a PPP scheme and issues
for consideration in order to materialise the project as PPP.
The study will also help the GoU and the Parties to prepare themselves for the next steps –
i.e. a full-fledged feasibility study.
As part of the assignment, the Consultant with the support of the Bank will provide detailed
explanation on the EBRD Policy for the Financing of Private Parties to Concessions (BDS15-
233 (F)) as well as the EBRD Environmental and Social Policy (2019).
The Consultant will hire international and national resettlement experts to assess the Project’s
needs for land acquisition and resettlement and presents results of the assessment to the
GoU. The scope and expected deliverables of this assessment are provided in Appendix 1.
In the reports prepared by the Consultant, the Consultant will refer to the above policies
wherever is appropriate. In case that the government counterpart or readers of the reports
enquire about the policies, the Consultant with the guidance of the Bank staff will provide the
government counterpart or readers of the reports with clarifications.
3. Scope of Services
The Assignment will be performed as per the best international practice and the Uzbek Law
and will encompass main tasks as specified below.
For the time and cost efficiency of carrying out the Assignment, the Consultant should review
the Spectrum Report and the TAR Report and will make the maximum use of available data,
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road condition surveys, technical studies, documents and traffic model available from the
Ministry of Transport and other ministries and government agencies, as well as data from other
studies recently conducted in Uzbekistan. The Consultant will be free to accept assumptions
it considered valid from previous studies and change those it does not agree or do not consider
valid. The assumptions should be subject to Consultant’s review prior to being accepted.
Previous project experience in Uzbekistan (and /or Central Asia and CIS countries) would be
an advantage to all the experts.
All experts must be independent and free from conflicts of interest in the responsibilities
accorded to them.
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Moving to next phase of the engagement will require approval by the OL. This will take into
consideration the level of information available and the access to the site and the country it in
the next phase by the group of consultants.
The Topographic Survey will be planned and conducted in conjunction with the Geotechnical
Study and Socio-economic survey.
The Consultant will submit a survey plan to the Parties and the Operation Leader (“OL”) for
approval.
1) Topographic Survey
The objective of the Topographic Survey is to establish topographic features and conditions
of the Tashkent – Samarkand road, thereby enabling the Consultant to propose the alignment
options with the estimated project costs (CAPEX and OPEX for each option).
(i) the methodology (review of the existing information,2 to what extent the existing reports
and maps can be used for the survey, plan to use of terrestrial survey and/or aerial
photographs, etc.) and respective justification;
(iii) expected deliverables (e.g. maps, videos, topographic descriptions by section, findings
and recommendations, etc.);
(i) enhance the geographic data and observations provided by Spectrum and;
(ii) establish detailed descriptions for the route and influence area, which will be used for the
alignment options and thus the project cost estimate.
2existing maps (if any), existing videos (e.g. taken by Spectrum), aerial photographs, satellite images,
etc.
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(i) collect, review and analyse the relevant information materials available including the
Spectrum Report and the TAR Report;
(ii) discuss with the relevant officials and experts to substantiate and enhance the descriptions
on soil characteristics, landforms, climate, hydrology and fluvial processes, and culture, which
could influence the road construction, operation and maintenance;
(v) assess the seismicity of the project area and identify any faulty zone, in particular touching
on or crossing the existing road;
(v) assess major drainage and rainfall distribution along the existing road;
(vii) assess the structure of the major tunnels and bridges on the existing road;
(viii) identify the risks associated with earthwork, drainage, and slope erosion and draw
mitigation measures and relevant recommendations for ground improvements, embankment
protection, culvert, overpass and underpass design and structure; and
(ix) contribute to the alignment option study and the cost estimate for the project.
(i) assess the environmental and ecological impacts, short-term, long-term and cumulative
impacts, at each of construction and operation phases, for each alignment options, and
formulate mitigation measures and estimate the costs for such mitigation measures; and
(ii) develop the preliminary Resettlement Plan based on the latest project alignment. The
detailed scope for the preparation of the draft Resettlement Plan is provided in Appendix 1.
(i) identify any protected or restricted access zones along the road footprint, both existing and
proposed, which may have implications on the final road design, including, but not limited to:
natural reserves and protected zones of national and international importance (e.g. National
Parks and Reserves; Important Biodiversity Areas; Key Biodiversity Areas; RAMSAR sites,
UNESCO heritage sites etc.); sanitary-protection zones (SPZ), buffer safety zones and right-
of-way (ROW) encroachments of the existing or planned facilities, where the established
clearance zone/distance should be maintained and within which the construction is prohibited
or is subject to separate approvals (e.g. water bodies, industrial enterprises, power lines,
underground and above ground pipelines, schools, kindergartens, hospitals etc.);
(ii) evaluate and describe the topography and geographic characteristics by region, and list
the conservation areas and the distance from the proposed alignments;
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(iii) to the extent possible assess the potential impact of road construction and operation in
each conservation area with particular focus on project-specific features such as land
reclamation in the mountains, discharge and disposal of waste from construction sites into the
rivers, protection of natural water flow and ecosystem in the rivers, impact of possible tunnel
excavation and blasting on natural habitat, noise and vibration in suburban areas;
(iv) assess the potential impact of the large bridge and tunnel construction on the natural
habitat, the flow of the water and water usage by the neighbouring villagers, and the
ecosystem of the project areas; and
(v) review the appropriateness of the proposed mitigation measures and estimate associated
costs to the extent possible;
(vi) Compile and analyse corridor level socio-economic data (population, employment,
industry), prepare a social and economic analysis of past, existing socio-economic growth of
the corridor;
(vii) follow the guidance attached in Appendix 1 related to the EBRD Performance
Requirement (PR) 5 for Land Acquisition, Involuntary Resettlement and Economic
Displacement,3 conduct a preliminary assessment for potential involuntary resettlement and
land acquisition along the proposed alignments, and quantify costs associated with land
acquisition and involuntary resettlement for different alignment scenarios.
4) Traffic Survey
The Consultant will collect traffic flow data and transport information in order to describe and
analyse traffic characteristics, establish an adequately reliable traffic forecast for the project
and estimate the possible economic savings in time and distance due to the project road.
(i) the volume of traffic flows on the existing road by vehicle type;
(ii) the origin and destination (O&D) of passenger and commodity flow;
(iii) the axle load spectrum (a preliminary bearing capacity survey on existing road and bridges
to identify current conditions of the road and develop appropriate technical solutions
accordingly for making precise CAPEX projections); and
The Consultant can suggest any other element for the data to be collected. For example, an
alternative to O/D surveys could be to use the Mobile Phone Network Data (MND) for various
models and this proves to be cheaper than the Roadside Surveys by intercept method and
yields months’ worth of data with millions of through and internal trips. The MND will provide
a large set of information on vehicular flow and movements to process matrices by all time
periods and develop trip matrices by vehicle type and by trip purpose by approximation
3
https://www.ebrd.com/who-we-are/our-values/environmental-and-social-policy/performance-
requirements.html
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method. The Consultant will explore if the mobile phone network operators in Uzbekistan with
the assistance and involvement of the Ministry of Transport / Ministry of Internal Affairs could
release the raw data, which then will be anonymised and processed to yield comprehensive
matrices.
If not, traffic surveys will be conducted on adequate number of locations at various sections
(including intersection / junction locations) along the existing road; and, if considered
necessary, on connecting major roads in the project catchment area.
The Consultant shall propose the methodology of traffic amendments in case of the
breakdown of the Project into several sections.
(ii) sampling methods to be used (e.g. manual count, motion sensor, wave radar detector,
video camera, potable axle load pad, etc.);
(iii) specific tasks and manning schedule including locations, times (e.g. two consecutive days,
one day twice in the same week, etc.) and duration of count (e.g. 24 hours);
(iv) supervision plan (e.g. with the assistance of policy for stop and ask O&D, etc.);
The Consultant will use the outcome of the Traffic Count Report for their average annual daily
traffic (AADT) estimation in traffic forecast.
For each alignment to be proposed, estimate CAPEX and OPEX to implement the
Project including associated infrastructure to expressway standards. CAPEX
estimates shall include land acquisition and reallocation costs. CAPEX and OPEX
estimates should be also based on local data (where available) and benchmarked with
international and regional peers.
Intermodal analysis. The Consultant shall perform an intermodal analysis by preparing
a modal split for the Tashkent-Samarkand Corridor including (a) air and (b) rail
transportation. The Consultant shall provide assessment of elasticity of prices for each
mode of transportation.
Traffic forecast. The Consultant shall prepare a traffic forecast for each option (the
whole Project, split into several sections etc.) based on the data and information
collected through the surveys, interviews, literature reviews, macro and micro forecast
and outlooks, and intermodal analysis.
The traffic forecast will be subdivided by freight and passenger into traffic diverted from other
roads, traffic diverted from railway and air, and generated (or induced) traffic. Diverted traffic
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will include transit traffic, of which the Consultant shall estimate the proportion. The Consultant
will estimate the main commodities and passenger groups (leisure or business) to be carried
in the project road.
(ii) a 40-year traffic model including each vehicle type and class as per the relevant vehicle
classification for the assumed road capacity; and
(iii) with capacity of (a) scenario analysis; and (b) sensitivity analysis. The Consultant will make
clear the source of the data and information, and the ground for assumption and justification.
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Identify potential regulatory constraints in developing the road (e.g. whether tolling is
allowed, licencing versus leasing of land for the road etc.).
Determine options to finance the Project utilizing toll (with or without government
financial support), availability-based concessions, with or without charging tolls, with
or without government support in terms of capital grants or guarantees.
Based on TAR Report, identify and analyse options for an appropriate PPP structure
(or conventional approach, if a concession is not feasible), along with a list of notable
associated risks, including land acquisition, developer and lender.
Prepare high-level risk matrix and mitigation plan based on international standards.
Based on the TAR Report, the Consultant will opine on the market of potential
sponsors, contractors, operators, and senior lenders that have the right combination
of experience, technical and financial capacity and interest in Uzbekistan to deliver the
Project. The Consultant will comment if there is a market of local contractors able to
undertake the construction works with the requirements and guarantees that finance
under Project Finance will require.
Assess with the market the viability of an Alliance model under which an investor
undertakes the project in phases together with the government prioritising those
segments of roads more feasible and minimise public contribution.
Based on the TAR Report, the Consultant will opine on the adequate tolling systems
shall be proposed that will maximize revenue streams given technical, affordability,
willingness to pay and social constraints. Consideration shall also be given to other
revenue generating options, including the development of road-side facilities and land.
3.5 Task 4: Assistance to the GoU for actions to Prepare for Feasibility Study
Review the necessary processes and procedures, and the requirements for the GoU
and the Parties to go ahead with the Project – particularly for the selected procurement
model in Section 3.3.
Prepare the project implementation plan for GoU and the Parties.
Opine on the need of a reference or concept design for the road and the cost of it
before procurement of the road.
Prepare a Project Development Routemap following the UK methodology 4 or an
alternative with similar level of outcomes. In particular, the Consultant will make an
assessment on the delivery capability of the Uzbeks authorities.
Draft terms of reference (“ToR”) for a full feasibility study with indicative budget
estimates for the full feasibility study.
4
https:// www.gov.uk/government/publications/improving-infrastructure-delivery-project-initiation-
routemap
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It is expected that the engagement will start when the Consultant has access to the
country and to public officials. Due to the national and/or international control measures
for infection prevention against COVID-19 there might be some interruptions to travel
and communication. The Consultant will follow health and safety regulations and
guidelines on travel conditions and restrictions imposed by the relevant governments.
It will closely work with the Operation Leader to ensure that the required tasks are
successfully completed and best outcomes achieved.
The OL will endeavour to arrange the support from the EBRD Resident Offices
whenever it is considered necessary and requested by the Consultant; and to ensure
the Consultant’s compliance with the EBRD’s instructions and guidance with regard to
COVID 19.
The Consultant shall be responsible for all logistical arrangements and travel costs of its
international and local experts.
Deliverables
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Draft Report for the Alignment Eng & Rus GoU, 15 weeks
Option Study EBRD
Task 2-3. Draft Report for the Feasibility and PPP Structures
Equipment handling
If considered necessary, the Consultant will be allowed to (i) hire a short-term office; (ii) hire
car and drivers; (iii) procure equipment such as scanner, printer, laptop associated internet
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Disposal of purchased equipment: in case of procuring equipment listed above (iii), the
Consultant shall purchase on behalf of the Counterpart and will turn the purchased equipment
over to the Counterpart upon the completion of the field services by requesting the Counterpart
to sign the turnover certificate. The Consultant will send the signed certificate to the OL.
Donor Visibility
Given the assignment is proposed to be funded through the EBRD’s donor funded technical
cooperation programme; the Consultant will be required to support the client to ensure visibility
of these resources. Support on these visibility aspects can be obtained from the Bank’s
Communications Department. Measures could include but are not limited to:
All documents produced by the Consultant should mention donor support and bear the
logo of the donor, when appropriate;
Donor support to the project should be acknowledged in any public communication
(press releases, launch of facilities);
Local representatives of donors should be invited to any public event organised to
promote the project (press conferences, inaugurations, possibly stakeholder
participation programmes).
Please contact Lucia Sconosciuto (email: [email protected]; tel: +44 20 7338 8155) for
further information. Some donor visibility guidelines can also be provided by the Bank to
Consultants at the start of an assignment.
3.6 Contact
The Consultant will report on all aspects of the Assignment to the EBRD and will notify the
Operation Leader immediately of any potential or occurring material change during the
services.
Associate Director, Sector Specialist at SI3P PPP Advisory Unit, Sustainable Infrastructure
Group, Banking Department
5 HDM4 is the latest version of Highway Development and Maintenance Management System software, of which
development was supported by the World Bank, UK DFID and Asian Development Bank in the 1990s. The software helps
with economic analysis.
6 ‘Shopping’ would normally be appropriate. For larger amounts and more diverse equipment, the Consultant should use a
procurement agent.
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RESETTLEMENT PLAN
Scope of works
o Develop an preliminary Resettlement Plan that describes: (i) anticipated scale and
significance of land acquisition and resettlement impacts, including an estimate
number of DPs, inventory of affected assets, preliminary valuation; (ii) roles,
responsibilities, and commitments of the Grantor and the Consortium; (iii) indicative
implementation timeframe; and (iv) required resources or estimate budget for
compensating all DPs and affected assets as per national legislation and EBRD: ESP
2014: PR5.
2. The Consultant will carry out a desk review, analyze the national legislation, and define
key gaps between requirements of the national laws and EBRD ESP 2014: PR5. Based on
the results of the legal review and gap analysis, the Consultant will develop a Risk Sharing
Mechanism for PR5 that will specify roles and commitments of the Grantor and the Consortium
in closing all the gaps with PR5 to ensure the Project is in compliance with EBRD ESP 2014:
PR5.
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3. Conduct an inventory of all affected land and non-land assets and gather sample-
based socio-economic information on the affected parties. Based on the results of the social
impact assessment surveys, the Consultant will commission the sample-based valuation of
impacts/assets and prepare an estimate budget for the preliminary Resettlement Plan. The
estimate budget should be detailed and specify the financial gap that may need to be closed
by the Consortium to ensure the Project is structured to conform with EBRD: ESP 2014: PR5.
Consultation meetings
4. Direct consultation with the Grantor representatives and affected parties will be
undertaken to gather feedback from the affected communities, state agencies, and other
stakeholders. The consultation meetings with the state agencies will focus on discussing the
principles of the PR5 risk sharing mechanism, including the entitlement matrix. The Consultant
will be expected to identify key gaps and propose gap-bridging measures which are
implementable by the Grantor or/and the Consortium. The consultations with the selected
affected communities will be carried out in key locations along the proposed road to discuss
the preliminary Resettlement Plan.. The minutes of all meetings need to be attached to the
Resettlement Plan as annexes.
5. The advanced draft of the Resettlement Plan will include an enumeration of all land
acquisition and resettlement impacts, policy analysis and description of gaps, entitlement
matrix reflecting a PR5 risk sharing mechanism, valuation methodology, results of consultation
meetings, and the estimated budget. Please see the proposed outline for the Resettlement
Plan in the annex below for further details.
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A. Summary
1. provide a concise statement of project scope, key survey findings, entitlement matrix,
and commitments from the Grantor and the Consortium; and
B. Policy Framework
1. describe all Uzbekistan law and regulations applicable to land acquisition for the
Project;
2. identify gaps between land acquisition related laws applicable for the Project and
EBRD ESP 2014: PR5 requirements;
3. describe how the gaps will be addressed – and how the PR5 risk sharing principles
will be implemented;
4. outline the principles and methodologies used for determining valuations and
compensation rates at replacement cost for assets, incomes, and livelihoods; and
5. set out the compensation and assistance eligibility criteria and how and when
compensation and assistance will be provided.
3. define displaced person’s entitlements and eligibility, and describe all assistance
measures (in a matrix by category), including relocation of housing/settlements,
different measures for identified vulnerable groups, and legal arrangements to
regularize tenure;
c. any data on sale and purchase prices for similar land in immediately adjacent
area; and
5. summarize the process for land acquisition and resettlement as per the national
legislation (both legally defined and commonly practiced procedures).
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1. defines displaced persons’ entitlements and eligibility, and describes all resettlement
assistance measures (includes an entitlement matrix);
2. specifies all assistance to vulnerable groups, including women, and other special
groups; and
3. describe the mechanisms to receive and facilitate the resolution of the concerns and
grievances of affected community member; and
F. Commitments
1. specify the roles and commitments of the Grantor and the Consortium to effectively
implement the PR5 risk sharing mechanism and Resettlement Plan under the
existing legislation;
3. summarize all future commitments made by the Grantor regarding Project related
land acquisition and resettlement with regards to compliance with EBRD’s safeguard
polices.
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The Consultant must ensure that the financial model and analysis is accurate, structured,
flexible and transparent, and in line with the specific requirements laid out in the Terms of
Reference. The use of the FAST financial modelling standard (http://www.fast-standard.org)
is preferred, however not obligatory.
The Consultant is expected to present a financial model for the Project that fulfils the
following non-exhaustive conditions:
Accuracy
Terms The model accurately matches all financial and operational
assumptions presented in the available DD information.
The model accurately matches all terms proposed to date in the
Term Sheet, including, but not limited to:
- Facility size, tenor, grace, interest, tranching, currency;
- Financial covenants as contractually defined.
Historical The model includes the last 3 years of (audited) historical financial
statements (not applicable if a green field).
Projections Projections for the running year are in accordance with latest
available estimates / interim results.
Currency Summary table is in the loan currency or as agreed.
Impact of forex variations over time on Financial Statements has
been modelled correctly.
Balance Sheet The model Balance Sheet is balanced under any variation of
inputs.
Accounting Financial Statements is modelled correctly as per IFRS (or local
Standards GAAP if agreed).
Summary Sheet The first output sheet of the model is the Summary Sheet set up in
line with the below instructions.
Check sheet The model includes a separate check sheet, where all model
calculation checks are summarised and presented on an
aggregate basis.
Structure and Flexibility
Columns/ All sheets maintain a consistent column structure and time ruler
time ruler throughout the model.
Sheet order Sheets are arranged so that calculation order flows from left to
right.
Inputs All inputs are separated in a specifically denominated sheet, with
no inputs (hard coded) outside them. The input sheet links through
the model, enabling a fully integrated, flexible model.
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Summary Sheet:
The model includes a clear, consistent one page summary to facilitate the understanding of
the financial aspects and drivers of a loan or investment as well as the degree of
vulnerability to identified risks.
The Summary Sheet is to be included as the first sheet in the model in the format shown
below.
The Summary Sheet shall include:
3 years of historic information (none if a green field / PPP);
At least the first five years of projected performance (or until beginning of principal
repayment, or the life of the loan if it fits on one page);
Key assumptions / drivers;
Related to a particular input can be precisely written;
Ratios (covenanted and others with standard definitions);
Breakeven Sensitivities (e.g. DSCR=1 or as agreed);
Income statement;
Balance sheet;
Cash Flow;
Any additional assumptions, sensitivities, and ratios if considered essential should be
included and fitted on the page.
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