Registration of a Special Purpose Vehicle (SPV) for Sioma Ngwezi Management Complex

Registration of a Special Purpose Vehicle (SPV) for Sioma Ngwezi Management Complex is available at WWF ZAMBIA COUNTRY OFFICE in Lusaka, Zambia. Review the job description, requirements, closing date and application details below.

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Terms of Reference (ToRs) Consultancy Services: Registration of a Special Purpose Vehicle (SPV) for Sioma Ngwezi Management Complex 1) Background The Department of National Parks & Wildlife (DNPW), Barotse Royal Establishment (BRE), Peace Parks Foundation (PPF), and World Wide Fund for Nature (WWF) have entered into a 20-year management partnership to restore wildlife populations, improve tourism potential, and strengthen community conservation and beneficiation within the Sioma Ngwezi Management Complex (SNMC). To operationalize this partnership, the parties seek to establish a Special Purpose Vehicle (SPV) as the management entity for SNMC. The SNMC is a vast ecosystem in south-western Zambia incorporating parts of the Zambezi and Kwando Rivers. It covers an area of approximately 11,500km2. It includes the Sioma Ngwezi National Park (5276 km2), a portion of the Lower West Zambezi Game Management Area (GMA) (5,100km2), Forestry Reserves (340km2) and open areas (1,200km2). It also incorporates the Ngonye Falls, the second largest waterfall on the Zambezi River. The operational scope be confined to the SNMC extent as shown in the annexed Map. The SPV will provide a robust vehicle for: Coordinated protected area and co-management functions with DNPW based on approved workplans by the Board of Directors as per collaborative management agreement; Investment readiness and transparent fiduciary management of funds; Inclusive governance reflecting state, traditional authority, and NGO partners; Community beneficiation and equitable participation in conservation-driven enterprises; Long-term sustainability of conservation outcomes and tourism development. 2) Objective of the Assignment To offer legal advice, design, draft, and register a legally compliant SPV (including Articles of Association and supporting corporate instruments) that: Aligns with Zambian law and regulations; Enables co-management with DNPW and recognizes customary rights via BRE; Provides for a Board of Directors comprising DNPW, BRE, PPF, and WWF; Embeds community beneficiation, accountability, and Environmental and Social Safeguards; Is bankable and fit-for-purpose to receive grants, investments, and revenue. 3) Legal & Policy Context (Indicative) The consultancy will ensure compliance with relevant Zambian frameworks, including but not limited to: Review of existing legal documents and registration Companies Act No. 10 of 2017 (Public/Private Companies; Company Limited by Guarantee vs. by Shares; beneficial ownership, directors’ duties); Patents and Companies Registration Agency (PACRA) registration processes; Wildlife Act No. 14 of 2015 (DNPW mandates and co-/collaborative management); Public-Private Partnership (PPP) Act (if any PPP structure is contemplated); Income Tax Act; ZRA registrations (TPIN, VAT if applicable); Anti-Money Laundering & KYC requirements; Data Protection Act (for handling personal data of communities/staff); Employment Code Act (HR and governance-related compliance); Environmental Management requirements where relevant. Note: The consultant should confirm all current statutes, amendments, and regulations and flag any additional compliance requirements applicable to the SPV’s activities in SNMC. 4) Scope of Work The consultant will work with the WWF Regional legal team to deliver end-to-end legal structuring and registration, including: 4.0 Legal advice Advise WWF Zambia, the BRE, PPF and DNPW on the most appropriate legal structure for the SNMC Foundation under Zambian law. Conduct a legal assessment of available registration options and recommend the most suitable vehicle for achieving the objectives of the Co-Management Agreement. Undertake a legal review of the Co-Management Agreement to identify provisions requiring implementation through subsidiary legal instruments Identify legal risks, ambiguities, inconsistencies, or gaps in the Agreement and provide recommendations for strengthening enforceability. Advise on the legal mechanisms through which DNPW can delegate management and development functions to the Foundation while retaining its statutory responsibilities under the Zambia Wildlife Act. Assess legal liabilities associated with operational management of SNMC. 4.1. Structuring & Options Analysis Recommend optimal entity form (e.g., Company Limited by Guarantee for a non-profit conservation mandate vs Company Limited by Shares for mixed revenue and investment-readiness; or a hybrid/holding with subsidiary approach). Assess tax, governance, liability, fundraising, and donor compliance implications for each option. Advise on ownership/participation and Board of Directors configuration reflecting DNPW, BRE, PPF, WWF, and pathways for community representation/benefit-sharing. Define fiduciary controls (funds flow, internal controls, anti-fraud). 4.2. Constitutional & Corporate Documents Draft Memorandum & Articles of Association (M&As) aligned to objectives: conservation, tourism development, community beneficiation, and research/monitoring. Draft Shareholders’ Agreement (if by shares) or Founding/Member Agreement (if by guarantee), including reserved matters, quorum, voting thresholds, succession, and deadlock resolution. Draft Board Charters (Board of Directors and Board of Advisors), committee Terms of Reference (Audit & Risk; Investment & Partnerships; Conservation & Community Benefits; HR & Remuneration). Draft Conflict of Interest Policy, Code of Conduct, ESG & Safeguards Policy, Community Beneficiation Policy, Grievance Redress Mechanism, Anti-Corruption/AML Policy, Data Protection Policy, and Procurement Policy proportionate to risk and donor expectations. Draft Customary/land use interface clauses acknowledging BRE’s role and community rights, consistent with statutory frameworks. 4.3. Registration & Regulatory Filings Name reservation; preparation and filing with PACRA; Beneficial Ownership declarations; TPIN and relevant ZRA registrations (VAT, Withholding Tax where applicable); Bank account opening support (KYC and signatory frameworks); Liaison with authorities to complete registrations and obtain necessary certificates. 4.4. Governance, Operating, and Risk Framework Develop governance manuals (decision rights, meeting cadence, minutes, disclosure); Draft Delegations of Authority (DoA) and Signatory Matrices; Produce an Enterprise Risk Register and Compliance Matrix (laws, permits, donor standards); Create a Monitoring, Evaluation & Learning (MEL) linkage, embedding biodiversity, tourism, and community outcome metrics into constitutional documents and Board reporting cycles. 4.5. Transaction Readiness Template agreements for donor grants, service contracts, tourism concessions (high-level templates), research MoUs, and community benefit-sharing agreements; Guidance on IP/data ownership, brand use, and knowledge sharing. 4.6. Capacity Transfer Hold workshops with DNPW, BRE, PPF, and WWF to review drafts and finalize; Deliver a “Governance Induction Pack” for incoming Directors/Advisors. 4.7 Business Case and Financial Sustainability Analysis To ensure the long‑term viability and investment readiness of the Special Purpose Vehicle (SPV), the Consultant shall prepare a Business Case and Financial Sustainability Analysis for the Sioma Ngwezi Management Complex (SNMC). This analysis shall complement the legal and governance structuring work by demonstrating the SPV’s financial feasibility, investment potential and sustainability pathways. The Consultant shall undertake the following: 4.7.1 Market and Opportunity Assessment · Assess the market potential for tourism, conservation enterprises, nature‑based livelihoods, carbon finance, biodiversity credits, and other revenue‑generating opportunities relevant to SNMC. · Identify comparable regional and international conservation or protected‑area SPVs and extract lessons for SNMC. · Provide an overview of demand trends, competitive positioning, and strategic opportunities. 4.7.2 Revenue Model and Financial Projections · Identify all feasible revenue streams for the SPV (e.g., concessions, tourism fees, carbon or biodiversity assets, grants, co‑financing arrangements, data/research licensing, community enterprise participation). · Prepare 10–15‑year financial projections, including income statements, cost structures, capital expenditure, and cashflow forecasts. · Conduct scenario analysis (baseline, conservative, optimistic) and sensitivity analysis on key variables. 4.7.3 Cost Structure and Sustainability Strategy · Estimate operational costs, staffing requirements, conservation management costs, community benefit-sharing obligations, and infrastructure maintenance needs. · Identify long-term funding gaps and propose strategies for achieving financial sustainability, including reserve policies and diversified income streams. 4.7.4 Capital Structure and Financing Strategy · Recommend an appropriate capital mobilisation strategy, including grants, concessional finance, blended finance instruments, guarantees, equity/quasi‑equity (if applicable), and revenue-based funding. · Develop a capital stack outlining roles of donors, government, private investors, and partners. · Prepare a high-level investor engagement pathway identifying potential partners (DFIs, philanthropic funders, impact investors, tourism operators). 4.7.5 Natural Capital and Impact Valuation · Provide a summary assessment of ecosystem services, biodiversity values, and climate‑related assets, highlighting opportunities for monetisation (e.g., PES, carbon, biodiversity units). · Articulate how conservation outcomes translate into economic, social, and investment value. 4.7.6 Risk Assessment · Identify key financial, operational, environmental, social, and market risks associated with the SPV’s revenue model and proposed activities. · Propose mitigation strategies and risk-sharing mechanisms aligned with the SPV’s governance structure. 4.7.7 Implementation Roadmap · Provide a prioritised roadmap for operationalising the SPV’s business model over the first 3–5 years, including sequencing of investments, partnerships, capacity requirements, and critical milestones. 5) Deliverables 1. Inception Report: Workplan, clarifications, confirmed structure and timelines. 2. Initial Legal advice report 3. Structuring Options Paper with recommended SPV form and rationale. 4. Draft 1 of M&As and associated corporate instruments (Section 4.2). 5. Draft 2 (Clean + Tracked) after partner review meetings. 6. Final M&As & Instruments (print-ready + editable). 7. PACRA Registration Pack filed, with Certificate of Incorporation and relevant extracts. 8. Regulatory Registration Pack: Beneficial Ownership filing, TPIN, VAT (if applicable), AML/KYC checklist, and bank account opening support documentation. 9. Governance Manual, Board & Committee Charters, DoA, Risk Register, Compliance Matrix. 10. Business Case Report (Clean + Tracked) including 10–15‑year financial model (Excel, fully editable),Capital structure and financing strategy. 11. Template Agreements (grants, concessions high-level, benefit-sharing, research MoUs). 12. Workshops (slides + attendance registers + minutes). 13. Handover: Governance Induction Pack (indexed folder with all policies, templates, checklists). 6) Methodology Document review (existing partnership agreement, MoUs/letters, SNMC plans, donor conditions); Key informant interviews (DNPW, BRE, PPF, WWF, local community reps); Iterative drafting with milestone reviews and a consolidation workshop; Filings and registrations with PACRA and relevant authorities; Finalization and capacity transfer. 7) Duration & Indicative Timeline Total duration: 8 to 15 weeks post-contract signature. Phase Activities Weeks Phase – Inception Activities – Kick-off, legal advice report, documents, plan, confirm structure Weeks – 1-3 Phase – Drafting I Activities – Options paper; Draft 1 M&As + core policies Weeks – 4-6 Phase – Review I Activities – Partner review sessions; Draft 2 Weeks – 7–8 Phase – Registration Activities – PACRA filings; regulatory registrations; bank KYC Weeks – 9–10 Phase – Finalization Activities – Charters, manuals, templates, induction pack; workshop Weeks – 11–13 Phase – Buffer Activities – Contingencies and final signoffs Weeks – 14–15 8) Team Qualifications Lead Legal Expert (Zambia-qualified): 8+ years corporate/commercial law, PACRA registrations, governance for conservation/PPP/nonprofit or blended finance entities. Governance Specialist: Experience in board design, policies, risk, AML/CFT. Conservation/Community Specialist: Understanding of protected area law, co-management, benefit-sharing, and customary institutions (BRE). Tax/Regulatory Advisor: ZRA registration, compliance, and donor requirements. Transaction/Investment Advisor: For concessioning and investment readiness. 9) Evaluation Criteria (for Proposal Assessment) Technical Approach & Understanding (30%): Alignment to objectives, legal context, risks, and outputs. Relevant Experience (25%): Zambia corporate law; conservation or public-interest entities; successful PACRA registrations; donor-governed entities. Team Qualifications (20%): CVs, bar admissions, references. Workplan & Timeline (10%): Feasibility and realism. Financial Proposal (15%): Value for money, transparency of fees and disbursements. 10) Reporting & Management Client/Contracting Authority: WWF Zambia. Technical Oversight: A small Steering Group (Representatives from DNPW, BRE, PPF, WWF). Primary Contact: Teddy Mukula. Meetings: Bi-weekly progress check-ins; ad-hoc as needed. Submission format: Editable (Word), clean PDFs, and all source files. 11) Ethics, Conflict of Interest, and Confidentiality Declare all conflicts of interest; recusal protocols in charters. Maintain confidentiality of all documents and data. Comply with anti-corruption, AML/CFT, and data protection laws. Respect customary norms and Free, Prior and Informed Consent (FPIC) principles in community-related clauses. 12) Intellectual Property & Data Ownership All outputs (drafts, templates, workflows) to be owned by the SPV/Client; the consultant retains no IP or publication rights without written consent. 13) Financials & Payment Schedule Fixed-fee contract with capped reimbursables (statutory fees, certified copies, courier). Indicative payment milestones: 20% on Inception Report approval; 30% on delivery of Draft 1 (M&As + key policies); 30% upon PACRA Certificate of Incorporation + regulatory registrations; 20% on final deliverables and handover. 14) Proposal Submission Technical Proposal: Understanding, methodology, workplan, team, relevant experience, three references. Financial Proposal: Fee breakdown by task and person-days, reimbursables. Compliance Documents: Firm’s registration, tax compliance, proof of bar admissions (where applicable). Track record in registration of conservation organisation’s Deadline: 14th Sept 2026 Submission Email/Portal: zcoprocurement@wwfzam.org Validity: 90 days. Annex A: Outline – Articles of Association (tailored for SNMC SPV) Name, Registered Office & Objects Conservation and restoration of wildlife in SNMC; tourism development; community beneficiation; research and monitoring; fundraising and investment. Company Type Option 1: Company Limited by Guarantee (CLG)—suited to non-profit mandate; can receive grants; stronger mission lock. Option 2: Company Limited by Shares (CLS)—suited to investment and revenue projects; consider golden share or special voting rights to protect mission. Option 3: Hybrid—CLG parent with CLS subsidiary for commercial activities. Members & Liability Admission/exit; liability limited to guarantee (CLG) or unpaid shares (CLS). Community-linked membership or advisory role via BRE-recommended mechanisms. Board of Directors (refer to Agreement) Advisory only (non-fiduciary) with seats for DNPW, BRE, PPF, WWF. Mandate: strategic guidance, conservation outcomes oversight, community benefits, and donor alignment. Meeting cadence; quorum; documentation of advice. Committees Audit & Risk; Conservation & Community Benefits; Investment & Partnerships; HR & Remuneration. Meetings & Voting Notice periods, quorum, majority thresholds, special resolutions, written resolutions, virtual meetings. Conflicts of Interest & Ethics Declarations, recusal, related-party transactions, gifts & hospitality. Financial Management Banking mandates, signatories, budgeting, audits, internal controls, reserves policy, asset lock (if CLG), distribution restrictions. Community Beneficiation Policies for benefit-sharing, grievance redress, inclusion of women and youth, transparency reporting. Reporting & MEL Annual report, audited financials, conservation KPIs, tourism KPIs, community outcomes. Company Secretary & Records Statutory registers, BO filings, minutes, document retention. Amendments & Dissolution Supermajority for changes to objects; asset transfer to like-minded entity upon winding up. Annex C: Governance Framework (Board & Committees) Board of Directors (advisory) – Core Responsibilities Strategy approval; annual plans and budgets; co-management performance oversight; risk and compliance; CEO/Manager appointment and performance. Provide strategic advice, review conservation and community outcomes, advise on partnerships and donor alignment; non-binding recommendations recorded in minutes. Key Committees Audit & Risk: Financial statements, internal controls, external audit, risk register. Conservation & Community Benefits: Biodiversity targets, anti-poaching, HWC mitigation, benefit-sharing, FPIC adherence. Investment & Partnerships: Concessions, eco-tourism ventures, donor agreements, PPP screening. HR & Remuneration: Policies, senior remuneration, diversity, safeguarding. Annex E: Workplan & Milestones Week 1-3: Inception meeting; stakeholder interviews; confirm entity form. Week 4–6: Draft options paper; draft M&As (v1); policies (v1). Week 7-8: Review session; produce Draft 2. Week 9–10: PACRA filings; BO, TPIN, VAT (if applicable). Week 11–13: Charters, DoA, risk & compliance; templates (grants/concessions/benefit-sharing). Week 14–15: Final workshop; induction pack; handover. Practical Notes & Recommendations (for decision at kick-off) Entity choice: If the SNMC mandate is primarily conservation and grant-funded, a Company Limited by Guarantee (CLG) with an operating subsidiary for commercial activities often balances mission lock with revenue flexibility. Advisory vs Fiduciary roles: Keep Board of Advisors non-fiduciary (DNPW, BRE, PPF, WWF) to avoid conflict with public mandates and donor policies, while ensuring robust advisory influence through reserved consultation clauses in the Articles. Community voice: Institutionalize community benefits through the Conservation & Community Benefits Committee, GRM, transparent benefit-sharing rules, and periodic community forums endorsed by BRE. Safeguards: Include asset lock, anti-corruption, AML, and data protection provisions to meet donor due diligence and protect the mission across leadership changes. Co-management: Ensure the Articles explicitly reference cooperation with DNPW and the Co-Management Agreement as a governing instrument, with clear reporting and performance indicators (e.g., patrol coverage, carcass ratio trends, tourism bed-nights, household benefits). Beyond registering the SPV, the partners may consider complementary long‑term financing mechanisms—namely Project Finance for Permanence (PFP) and a Conservation Trust Fund (CTF). A PFP structure can secure multi‑year funding tied to clear policy and performance milestones, while a CTF can provide stable, professionally managed financing for the SPV and community programmes. Together, these instruments can strengthen financial resilience, reduce annual funding volatility, and ensure sustained support for SNMC’s conservation and community objectives

Requirements

requirements; Data Protection Act (for handling personal data of communities/staff); Employment Code Act (HR and governance-related compliance); Environmental Management requirements where relevant. Note: The consultant should confirm all current statutes, amendments, and regulations and flag any additional compliance requirements applicable to the SPV’s activities in SNMC. 4) Scope of Work The consultant will work with the WWF Regional legal team to deliver end-to-end legal structuring and registration, including: 4.0 Legal advice Advise WWF Zambia, the BRE, PPF and DNPW on the most appropriate legal structure for the SNMC Foundation under Zambian law. Conduct a legal assessment of available registration options and recommend the most suitable vehicle for achieving the objectives of the Co-Management Agreement. Undertake a legal review of the Co-Management Agreement to identify provisions requiring implementation through subsidiary legal instruments Identify legal risks, ambiguities, inconsistencies, or gaps in the Agreement and provide recommendations for strengthening enforceability. Advise on the legal mechanisms through which DNPW can delegate management and development functions to the Foundation while retaining its statutory responsibilities under the Zambia Wildlife Act. Assess legal liabilities associated with operational management of SNMC. 4.1. Structuring & Options Analysis Recommend optimal entity form (e.g., Company Limited by Guarantee for a non-profit conservation mandate vs Company Limited by Shares for mixed revenue and investment-readiness; or a hybrid/holding with subsidiary approach). Assess tax, governance, liability, fundraising, and donor compliance implications for each option. Advise on ownership/participation and Board of Directors configuration reflecting DNPW, BRE, PPF, WWF, and pathways for community representation/benefit-sharing. Define fiduciary controls (funds flow, internal controls, anti-fraud). 4.2. Constitutional & Corporate Doc

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