NOTICE AT-A-GLANCE

Project ID: P508948

Project Title: Digital Eswatini

Country: Eswatini

Notice No: OP00381465

Notice Type: Request for Expression of Interest

Notice Status: Published

Borrower Bid Reference: SZ-MICT-513264-CS-QCBS

Procurement Method: Quality And Cost-Based Selection

Language of Notice: English

Submission Deadline Date/Time: Oct 23, 2025 00:00

Published Date: 03-Oct-2025

Description: This contract is to hire consulting services (“the Services”) for a Firm to carry out a legal, financial, and commercial due diligence of the Eswatini Post and Telecommunications Corporation (EPTC) - a state-owned enterprise.

Details:

TERMS OF REFERENCE

Context. As part of the Digital Eswatini project, funds are expected to flow to EPTC towards aiding in business expansion and also financial stabilization. The necessary legal, financial, and commercial due diligence is expected to inform the financial support required and is key to understanding EPTC's readiness for possible restructuring, commercialization, or privatization efforts.

I. Scope of Work

A. Financial Due Diligence

▪ Conduct a detailed review of the last five years of audited financial statements, including: Income statements, Balance sheets, Cash flow statements, highlight any discrepancies, risks and risk mitigation measures in accounting procedures and practices.

▪ Perform a detailed liabilities assessment, with a deep dive on pension fund management. Outstanding debt and repayment terms, Contingent liabilities and offbalance-sheet obligations to be reviewed, and recommendations of addressing due liabilities to be provided.

▪ Evaluate financial controls, revenue collection processes, and expenditure management.

▪ Assess creditworthiness, including debt servicing capacity and access to future financing – debt, equity. MINISTRY OF INFORMATION, KINGDOM OF ESWATINI COMMUNICATIONS & TECHNOLOGY 2

B. Legal Due Diligence

▪ Review the legal structure and governance arrangements of EPTC, including its founding act, board composition, and management oversight.

▪ Assess compliance with applicable national laws and regulations, including those governing state-owned enterprises, telecoms, postal services, and labor.

▪ Review any ongoing or pending legal disputes or cases that may affect the financial stability or reputation of EPTC. ▪ Examine key contracts and agreements (e.g., with suppliers, vendors, unions, and government) including through engagement with clients

▪ Assess the organization’s legal rights, licenses, and obligations for all operating segments. ▪ Identify legal risks or impediments to potential restructuring, commercialization, or private investment.

C. Commercial Due Diligence

▪ Review and evaluate EPTC’s existing business plan, including strategic goals, revenue drivers, operational assumptions, and market positioning. Review to also cover evaluation of market trends, customer segmentation, competitive landscape, and pricing strategies proposed to confirm feasibility.

In specific,

o Analyze historical and projected revenue streams across core business segments (telecoms, internet services, postal, courier, etc.).

o Assess the viability and commercial potential of proposed initiatives, particularly the assessment of the scalability of current telecom operations, especially in underserved or rural areas and the commercialization of postal services and any other diversification or modernization strategies.

▪ Benchmark EPTC’s performance and strategy against comparable regional or international players.

▪ Identify risks and opportunities in current and planned commercial operations.

D. Develop a Financial Business Model.Including

▪ Key historical and projected financial metrics with scenario analysis under optimistic, neutral, and pessimistic cases, based on revenue growth, cost assumptions, capital investments, and policy changes. Outputs including forecasted income statements, balance sheets, cash flows, and key financial ratios under each scenario to be provided

▪ Analyze financial sustainability and implications for government policy under each scenario. (Government policy options to include options of partnerships such as via partial privatization, local IPO, others).

▪ Integrate risk mitigation strategies into each scenario.

II. Deliverables

III. Firm Qualifications

Technical Expertise

▪ Proven experience (at least five years of experience) in conducting due diligence assignments for telecom operators, preferably including state-owned enterprises or public utilities.

▪ Strong capability in financial analysis, including pensions and long-term liabilities.

▪ Demonstrated legal expertise in telecom sector regulations, corporate law, and public-sector governance.

▪ Experience in stakeholder engagement and presentation and ability to communicate complex findings to diverse government stakeholders

Team Composition

• Team Leader (1) with at least 10 years of experience in investment advisory, due diligence, or transaction support in the telecom or infrastructure sector.

• Commercial Analyst (1-2) with expertise in telecom market analysis and business planning.

• Financial Analyst with background in accounting, liabilities management, and credit assessment.

• Legal Advisor (1) licensed to practice and with demonstrated knowledge of regulatory and SOE governance frameworks. 4 Additional Criteria Experience in Sub-Saharan Africa or in the Southern Africa region specifically is preferred. Ability to work with confidential and sensitive government data with discretion and professionalism.

CONTACT INFORMATION

Organization/Department: Ministry of ICT

Name: Sakhile Dlamini

Address: Mhlambanyatsi Rd, Mbabane, Eswatini

City:

Province/State:

Postal Code:

Country: Eswatini

Phone: +268 7604 4813

Email: [email protected]

Website: