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

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 11,500km 2 . It includes the Sioma Ngwezi National Park (5276 km 2 ), a portion of the Lower West Zambezi Game Management Area (GMA) (5,100km 2 ), Forestry Reserves (340km 2 ) and open areas (1,200km 2 ). 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

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