Appointment of a transaction advisor for the establishment of the independent transmission system operator (tso) soc limited

Closing date: 25 November 2026 at 22:00 (per tender record).

Deliverable target dates (from date of appointment):

• Deliverable 1 (Inception Report): within one month.
• Deliverable 2 (Report on Optimal Transaction Structure and Lender Engagement Strategy): eight weeks after inception report (three months from appointment).
• Deliverable 3 (Transaction-level Financial Model Report): not explicitly dated, but implied within the same period.
• Deliverable 4 (Creditor and Lender Consent Packs): eight weeks after Deliverable 1 (three months from appointment), with monthly updates thereafter.
• Deliverable 5 (Final integrated transaction report): one year from appointment.
• Deliverable 6 (Execution to close): eight weeks after Deliverable 5.
• Deliverable 7 (Post transaction support): four months after execution.

Target completion of TSO establishment: 31 December 2027.

No specific contact names, emails, or telephone numbers are provided in the document.

Procuring entity: Infrastructure Finance and Implementation Support Agency (IFISA), on behalf of National Treasury.

Reporting line: The Transaction Advisor will report to the Head of Asset and Liability Management at IFISA (name not provided).

Submission method: Not stated in the document.

Returnable documents:

• Pricing proposal must be submitted in a separate folder clearly marked "pricing proposal". Combining it with any other submission (resource matrix, CVs, transaction reference list, methodology) may lead to disqualification.
• Company profile referencing experience in similar transactions.
• CVs and evidence of qualifications and professional registration for all proposed team members.
• Proposed scope of work approach and methodology (maximum 50 pages, excluding CVs and qualifications).
• Project organogram, names of key personnel, roles and responsibilities, percentage allocation/availability of key resources.
• Completed transaction reference list using the Appendix B template, each with contactable references.
• CVs using the Appendix A template, showing proposed role, relevant experience, projects completed with scope and value, total years of professional experience, and contactable references.
• Copies of academic qualifications must be attached alongside each CV.
• All documents must be in English or translated/explained in English.
• No additional or missing documents will be requested or accepted after the tender closes.
• Soft copies must be in formats supported by Adobe Acrobat; bids that cannot be opened will not be evaluated.

Disqualification risks:

• Pricing proposal not submitted in a separate folder.
• Late submissions (not accepted).
• Attempts to influence bid evaluation or award decisions.
• Contacting IFISA or participants about the bid between submission and award.

Evaluation follows five steps:

• Step 1: Eligibility Criteria – mandatory administrative and statutory requirements. Must be met to proceed.
• Step 2: Functionality Criteria – technical capability and capacity. Minimum score: 70 out of 100. Bidders below this are non-responsive.
• Step 3: Price – reasonableness, clarification and negotiation.
• Step 4: Preference – 80/20 or 90/10 preference point system based on lowest acceptable bid (R50 million threshold).
• Step 5: Objective Criteria & Risk Analysis – due diligence on compliance, conflicts of interest, and risk appetite.

Eligibility criteria (Step 1):

• Company must submit at least two completed assignments, each with minimum enterprise/transaction/asset value of R50 billion, where the company led or advised on corporate restructuring, demerger, carve-out or unbundling, obtained lender consents, and developed scenario-based financial models.
• Key personnel must meet minimum qualifications and experience (see experience_qualifications).

Functionality criteria (Step 2) – maximum 100 points:

• Track record and institutional capability: 60 points
• Experience in complex, large-scale projects (R50 billion+): up to 50 points
• Experience in lender consents: up to 15 points (combined with above)
• Restructuring/unbundling experience in electricity sector, regulated utilities, SOEs: up to 10 points
• Methodology & approach: 20 points
• Approach to restructuring (legal, tax, lender, financing): up to 6 points
• Approach to Eskom debt portfolio and lender consents: up to 6 points
• Unbundling precedent and best practice: up to 3 points
• Quality of approach and method statement including risk management: up to 5 points
• Organogram and key personnel: 20 points
• Project organogram: up to 9 points
• Experience of personnel: up to 8 points
• Commitment to the assignment (resource allocation/availability): up to 3 points

Preference points (Step 4):

• If lowest acceptable bid is R50 million or below: 80/20 system (80 price, 20 B-BBEE).
• If above R50 million: 90/10 system (90 price, 10 B-BBEE).
• Bidders must submit a valid B-BBEE certificate; failure results in zero preference points.

The department (IFISA, on behalf of National Treasury) requires a Transaction Advisor to provide integrated financial, legal and tax advisory services to support the establishment of a fully independent, state-owned Transmission System Operator (TSO) SOC Limited.

Scope of work includes:

• Review the Eskom Restructuring Task Team (ERTT) proposal and supporting documentation.
• Advise on tax-efficient execution of asset transfers, covering de-grouping tax, VAT, capital gains tax, dividends tax, securities transfer tax, transfer duty, company income tax, and carbon tax; propose legislative changes if needed.
• Advise on legal mechanisms for transferring assets, liabilities, and contracts to successor entities.
• Advise on structures to mitigate lender consent risks.
• Confirm transaction perimeter (assets, liabilities, contracts, employees) for each entity.
• Confirm opening capital structure, allocation of existing debt and government guarantees, treatment of intercompany balances and cost allocation.
• Prepare a transaction-level financial model reflecting the proposed structure and fiscal/balance sheet implications.
• Undertake confirmatory due diligence and validate the independent valuation of NTCSA.
• Draft transaction documentation: transfer agreements, shareholder and inter-company agreements (transmission use-of-system, power purchase, shared services, transitional services), board and shareholder resolutions, subordinate legislation or licence applications.
• Support applications for regulatory approvals, competition clearances, and tax rulings.
• Identify all consents, waivers, and amendments required from lenders, bondholders, guaranteed creditors, and major counterparties; support negotiations.
• Develop and facilitate lender and rating agency engagement strategy, including creditor and lender consent packs.
• Advise on securing cost-effective financing for Eskom, TSO, and the fiscus.
• If required, advise on minority equity investors to reduce fiscal impact.
• Identify execution risks, conditions precedent, and interdependencies; develop a step-by-step implementation plan for legal separation of NTCSA from Eskom.
• Support execution through to legal effective date, including conditions precedent, signing and closing.
• Advise on staff, asset, and contract transfers; identify risks and propose mitigations.
• Advise on conflicts of interest and recommend dispute resolution mechanisms.
• Provide follow-up advice during a transitional period of up to four months.

Key deliverables (Table 1):

• Deliverable 1: Inception Report – within one month of appointment.
• Deliverable 2: Report on Optimal Transaction Structure and Lender Engagement Strategy – eight weeks after inception report.
• Deliverable 3: Transaction-level Financial Model Report.
• Deliverable 4: Creditor and Lender Consent Packs and ongoing support.
• Deliverable 5: Full suite of transaction documentation – one year from appointment.
• Deliverable 6: Execution to close – eight weeks after Deliverable 5.
• Deliverable 7: Post transaction support – four months after execution.

Energy sector scope excludes fuel and gas sub-sectors; covers electricity generation, transmission, and distribution only.

Bidders must submit a proposed scope of work approach and methodology necessary to achieve project objectives and tasks identified in the ToR. The methodology and approach proposal must not exceed 50 pages (excluding CVs and qualifications).

The methodology should address:

• Legal mechanism of transaction structuring
• Tax considerations
• Lender considerations
• Financing
• Approach to identifying, managing, and securing lender consents across Eskom's debt portfolio
• Unbundling precedent and best practice in electricity sector, regulated utilities, and SOEs
• Quality of approach and method statement including risk management: understanding of scope, project plan and milestones, dependencies and critical path, resource allocation, governance/reporting/review points, project risk register, and dispute-resolution mechanism.

Bidders may suggest additional tasks or components if warranted, and these should be stated and delineated in the proposal.

Key personnel requirements (Table 2):

Lead Transaction Advisor:

• Minimum postgraduate degree (NQF Level 8) in accounting, finance, economics, commerce, law, business management, or quantitative degree.
• May be registered as CA, CFA, or equivalent; or possess MCom in Finance, MBA (Finance), LLM or equivalent postgraduate degree (NQF Level 9) in Corporate/Commercial/Tax/Banking/Public Law.
• Minimum 15 years leading comparable corporate restructuring, demerger, carve-out or unbundling transactions in South Africa and internationally.
• Must have led at least three major restructuring transactions; at least one involving public entities or regulated utilities (preferably electricity sector); at least two exceeding R50 billion each.

Corporate Restructuring Lead:

• Registered CA or CFA, or Masters in Finance/MBA (Finance) or similar NQF Level 9 qualification.
• Minimum 15 years leading corporate finance for restructuring, demerger, carve-out or unbundling transactions in South Africa and/or internationally.
• Must have led at least three major restructuring transactions; at least one exceeding R20 billion.

Debt and Capital Markets Lead:

• Minimum postgraduate degree (NQF Level 8) in accounting, finance, economics, commerce, business management, or quantitative degree.
• Minimum 15 years leading debt and capital markets, lender engagement, and securing consents for restructuring transactions in South Africa and internationally.
• Must have at least three restructuring transactions where lender consents were obtained; at least one exceeding R20 billion.

Tax Structuring Specialist:

• Minimum postgraduate degree (NQF Level 8) in accounting, finance, economics, commerce, law, business management, or similar.
• Preferably CA or equivalent professional registration, or registered tax practitioner/adviser.
• Minimum 10 years in corporate tax structuring, including de-grouping/rollover relief transactions in South Africa.

Financial Modelling Specialist:

• Minimum postgraduate degree (NQF Level 8) in accounting, finance, economics, commerce, law, business management, or quantitative degree.
• Preferably CA, CFA, or Masters in Finance/MBA (Finance).
• Minimum 10 years building transaction-level models for infrastructure, electricity sector, or regulated utility entities.

Valuation Specialist:

• Minimum postgraduate degree (NQF Level 8) in accounting, finance, economics, commerce, law, business management, or quantitative degree.
• Preferably CA, CFA, or Masters in Finance/MBA (Finance).
• Minimum 10 years valuing companies as part of corporate restructuring, demerger, carve-out, or unbundling.

Legal and Regulatory Specialist:

• Minimum LLB or equivalent postgraduate degree (NQF Level 8 or above) in Corporate, Commercial, Tax, Banking, or Public Law.
• Minimum 10 years advising on corporate restructurings in South Africa and drafting transfer, shareholder, and inter-company agreements.
• Knowledge of UK and US law governing Eskom loan and bond agreements is preferable.

Note: Financial Modelling Specialist and Valuation Specialist may be consolidated into one resource if the individual has the required experience and qualifications for both roles.

Only one proposed key personnel per position is acceptable. All proposed team members must have appropriate qualifications, professional registration (where applicable), and demonstrable experience. Copies of academic qualifications must be attached alongside each CV.

Pricing must be submitted on a lump sum basis, broken down by stages and per deliverable, using Table 5 of the ToR.

A comprehensive rate card covering all resource categories must be included.

For each deliverable, bidders must submit: resource(s), rate per resource, hours required, and total cost.

All prices and rates must include associated disbursements and exclude VAT. The total tendered amount must include 15% VAT.

No price escalation is permitted; bidders must account for discounts and inflation in their pricing. All rates agreed with IFISA are fixed and final.

A Contingency Sum of 10% must be priced in the Pricing Schedule. The contingency may only be used with prior written approval of the Employer, and no work may proceed without such approval.

Any instructed work not covered by the Pricing Schedule requires a detailed written quotation approved by the Employer before proceeding.

The pricing offer is binding upon acceptance by IFISA, but IFISA reserves the right to negotiate the price with the preferred bidder.

Pricing format:

• Fixed-price contract, but pricing must be proposed on a lump sum basis, broken down by stages and per deliverable.
• A comprehensive rate card covering all resource categories must be included.
• For each deliverable, bidders must submit: resource(s), rate per resource, hours required, and total cost.

Price inclusions:

• All prices and rates must include associated disbursements and exclude VAT.
• The total tendered amount must include 15% VAT.
• No price escalation permitted; bidders must account for discounts and inflation in their pricing.
• All rates agreed with IFISA are fixed and final.

Contingency:

• A Contingency Sum of 10% must be priced in the Pricing Schedule.
• The contingency may only be used for purposes defined by the Employer and only with prior written approval.
• No work against the contingency may proceed without such approval.
• Any instructed work not covered by the Pricing Schedule requires a detailed written quotation approved by the Employer before proceeding.

Payment and negotiation:

• Pricing offer is binding upon acceptance by IFISA.
• IFISA reserves the right to negotiate the pricing offer with the preferred bidder.
• Costs of preparing proposals and negotiating the contract are not reimbursable.

Preference point system:

• If lowest acceptable bid is R50 million or below: 80/20 system (80 price, 20 B-BBEE).
• If above R50 million: 90/10 system (90 price, 10 B-BBEE).

Mandatory compliance:

• Fully compliant and registered with the National Treasury Central Supplier Database (CSD).
• Valid Tax Compliance Status Pin issued by SARS.
• Bidders must not be listed on the Register of Tender Defaulters (Prevention and Combating of Corrupt Activities Act, 2004).
• Bidders must not have been convicted of fraud or corruption, nor removed from a contract with any organ of state for non-performance.
• Bidders must complete the Compulsory Enterprise Questionnaire and disclose any conflicts of interest.

B-BBEE requirements:

• A valid B-BBEE certificate issued by a SANAS-accredited verification agency is required to claim preference points. The certificate must display the SANAS logo and accreditation description.
• Failure to submit a valid certificate results in zero preference points.
• For Joint Ventures: a consolidated B-BBEE certificate prepared specifically for the JV must be submitted.
• EMEs and QSEs with at least 51% Black ownership may submit a sworn affidavit confirming annual turnover and level of Black ownership.

Professional indemnity:

• The service provider must confirm professional indemnity cover for the active duration of the assignment.

Subcontracting:

• Subcontracting or consortium formation is allowed if clearly defined in the proposal, with roles, responsibilities, and reporting lines.
• The service provider is responsible for due diligence of subcontractors and liable for their non-performance.
• No separate contract between IFISA and subcontractors; signed agreements between parties must be attached to the proposal.

No specific environmental requirements are stated. The scope excludes fuel and gas sub-sectors, focusing solely on electricity generation, transmission, and distribution.

Contract type: Services agreement with IFISA, terms specified at contracting stage.

Reporting: The service provider reports to the indicated IFISA representative and must present progress reports within stipulated timeframes.

Professional indemnity: Must be confirmed for the active duration of the assignment.

Invoicing and payment: Approval and payment of invoices and deliverables will follow IFISA's standard processes for similar services.

Key personnel: The professionals allocated to the assignment must remain on the assignment unless IFISA grants written permission to change them, which will only be given in exceptional circumstances.

Intellectual property: IP developed during the assignment vests in IFISA.

Confidentiality: The services agreement will include protection of confidential information based on IFISA's standard terms.

Costs: Costs of preparing proposals and negotiating the contract are not reimbursable.

Award: IFISA is not obligated to accept any proposal and reserves the right to negotiate the price with the preferred bidder.

Conflict of interest: The service provider is precluded from undertaking any work or providing services to any bidding consortium, members of such consortium, or the private party, or any eventual project resulting from these services.

Late bids: IFISA will not accept any late bid submissions.

Contact restriction: Bidders may not contact IFISA or any participant regarding their bid from submission until award. Any attempt to influence evaluation or award will result in rejection.

Document formats: Soft copies must be in formats supported by Adobe Acrobat; bids that cannot be opened will not be evaluated.

Addenda: IFISA reserves the right to change information or issue addenda before closing time.

Additional evaluation criteria (Step 5: Objective Criteria & Risk Analysis):

• The bidder or any director/shareholder must not be listed on the Register of Tender Defaulters (Prevention and Combating of Corrupt Activities Act, 2004).
• The bidder must complete the Compulsory Enterprise Questionnaire and disclose any conflicts of interest that may impact performance or compromise the tender process.
• The bidder must not have been convicted of fraud or corruption, nor removed from a contract with any organ of state for non-performance.
• The decision to award will be based on best commercial offer and value for money principles.

Subcontracting:

• Subcontracting or consortium formation is allowed if clearly defined in the proposal, with roles, responsibilities, and reporting lines.
• The service provider is responsible for due diligence of subcontractors and liable for their non-performance.
• No separate contract between IFISA and subcontractors; signed agreements between parties must be attached to the proposal.