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Government of Jamaica Policy Framework and Procedures Manual for the Privatisation of Government Assets October 2012 (Revised December 2017)

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Privatisation expenses funded by the Privatisation Escrow Account are to be recovered from sales proceeds and deposited to the Privatisation Escrow Account

7.0.3 PROJECT PREPARATION FACILITY

An alternate source of funding for privatisation costs is the Project Preparation Facility (PPF). The PPF is funded from the World Bank under the Foundations for Competitiveness and Growth Project. The PPF will finance studies and technical assistance needed to bring large projects such as infrastructure and social sector public-private partnerships, divestments and other strategic investments to commercial and financial close. The PPF is a revolving facility, where the costs for the studies related to commercially viable transactions are ultimately borne by the successful bidders of the investment projects.

Eligible activities that will be supported include:

1. Consultant services required to prepare and bring approved projects to the market

2. Pre-feasibility and feasibility studies, including: a. Market Analysis b. Demand forecasts c. Technical designs and specifications d. Environmental and social impact analyses, and any other required

safeguard policy or other studies to protect the public interest e. Preparation of detailed cost estimates and financing plans f. Assessment of the need for direct government support in case the

project is not viable on its own g. Analysis of project delivery options

3. Preparation and analysis of financial models or cash flow projections 4. Valuation reports 5. Business Plan development 6. Transaction management services

8.0 PRIVATISATION FEES

Privatisation Fees - Remuneration for Privatisation Agency

The Privatisation Agency will charge a Privatisation fee for the services provided to the GOJ in support of the Privatisation transactions. The MDA is required to execute a Privatisation Services Agreement upon appointment of an Enterprise Team where the Privatisation Agency provides privatisation support including Transaction Management or Secretariat Services. The Privatisation Agency may charge a flat fee, a commission based fee or a combination thereof.

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APPENDIX 1: Terms of References

A. PRIVATISATION AGENCY

Terms of Reference The terms of reference for the Privatisation Agency are as follows:  To be responsible for the complete reporting of privatisation

activities to the Cabinet;  To prepare, for the approval of the Cabinet, an annual plan for the

divestment of companies and equity interests;  To monitor progress against this plan and report on progress to

the Cabinet;  To prepare, for the approval of the Cabinet, procedures and rules

governing the conduct of privatisations, in line with this policy;  To ensure that privatisations are conducted in accordance with

the approved procedures and rules, and to report to the Cabinet on any instances in which the procedures and rules are not followed;

 To assist with conducting or commissioning the necessary studies and analyses which will offer government the opportunity to make informed decisions;

 To carry out privatisation activities wholly or jointly with other government agencies and offer consultancy services when required;

 To co-ordinate and support the work of the Enterprise Teams;

 To co-ordinate requests for funding from international agencies as these relate to privatisation activities;

 To compile and archive all information on GOJ privatisations;

 To manage the privatisation escrow account on behalf of the GOJ.

The Privatisation Agency supports the work of the Enterprise Team by: • Co-ordinating communication between all the parties involved in

the privatisation; • Ensuring that the Enterprise Team conducts the privatisation in a

manner consistent with this policy, and with approved rules and procedures;

• Providing secretarial and administrative support – draft minutes, agendas, prepare meeting notes, schedule and host meetings of the Enterprise Team, etc;

• Being a centralised point of contact for information on the Privatisation transaction;

• Providing technical advice via internal archives and/or external consultants (where necessary); The external consultant provides guidance, training, process support & technical advice as needed;

I

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II

• Monitoring the performance of the external consultants, if applicable;

• Monitoring budgetary allocations; • Planning & preparing status reports; • Writing research papers and providing background information; • Maintaining records and documents (e.g. legal, other documents for

the privatisation); • Coordinating external communications with stakeholders; • Engaging any consultant required to provide services to facilitate

the privatisation; • Providing Data Room facilities; • Recommending members for the Enterprise Team. • Assist in the preparation of OR prepare advertisements for the

Project and monitor the preparation and review of the Information Memorandum and Request for Proposals for the transaction/Project;

• Monitor the preparation and review of the Contractual Agreements, including but not limited to Sales Agreements and Concession Agreements;

• Assist with the preparation of Terms of Reference for Consultants and conduct the tender process to engage external consultants, as required;

• Facilitate potential investors’ due diligence on the Project as required;

• Assist with the preparation of Cabinet Submissions; • Assist with the identification of funding for the Project on a best

efforts basis;

B. ENTERPRISE TEAM

Responsibilities of Enterprise Team The responsibilities of the Enterprise Team are as follows:  recommend an appropriate privatisation strategy and framework

for the privatisation transaction, to include specific privatisation objectives (which must be aligned with GOJ’s general privatisation objectives), modality and appropriate evaluation criteria for prospective investment proposals;

 adequately represent the position of the relevant agency or ministry regarding the entity to be privatised;

 facilitate the Privatisation Agency’s access to the information required on the entity and the progress of the privatisation;

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4

APPENDIX 2: OPERATIONAL GUIDELINES FOR THE PRIVATISATION OF GOJ ASSETS

OPERATIONAL GUIDELINES LEVEL 1 LEVEL 2 LEVEL 3

A S

S E

T S

All Strategic Assets or Assets which are either valued or for which revenues are anticipated in excess of US$50M

Assets which are either valued or for which revenues are anticipated within the range of US$5M -US$50M

Assets which are either valued or for which revenues are anticipated less than US$5M

G U

ID E

L IN

E S

1. Cabinet Approvals:  To privatise

(addition to list)Approval of

privatisation strategy and modality

Approval of preferred bidder

Final negotiated privatisation terms and conditions

2. Ministerial Approvals:  Appointment of

Enterprise Teams 3. Transaction to be

executed by the Enterprise Team with Secretariat support from Privatisation Agency.

4. Privatisation Agency Board and /or relevant Ministry or Agency to approve strategy and modality prior to submission to Cabinet.

5. Reporting: Monthly reporting to Cabinet through the Privatisation Agency

6. Modality (Strategic

1. Cabinet Approvals:  To privatise (addition

to list)Final negotiated

privatisation terms and conditions

2. Cabinet Approvals for: Approval of the privatisation strategy or modality

Approval of the preferred bidder

3. Ministerial Approvals:

Appointment of Enterprise Teams

4. Transaction to be executed by the Enterprise Team with Secretariat support from Privatisation Agency.

5. Reporting: Quarterly reporting to Cabinet through the Privatisation Agency

6. Modality: Not specified

1. Cabinet Approvals:  To privatise (addition

to list) 2. Cabinet Approvals:

Final Negotiated Terms

3. Ministerial Approvals:  Appointment of

Enterprise TeamsApproval of

strategy/modalityApproval of Preferred

Bidder 4. Process to be managed

by Ministry/Agency and monitored by the Privatisation Agency

5. Reporting: Quarterly reporting to Cabinet through the Privatisation Agency

6. Modality: Not Specified

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Page 2 of 4

So I welcome this divestment of the Caymanas Track Limited and applaud Supreme Ventures

Limited for engaging in this development partnership which will result in greater efficiencies,

improved operations and will lead to a greater contribution to the coffers of the Government.

We must also note the process to getting here today has been one that is transparent and open;

there has been no ‘cloak and dagger’ approach to this divestment. During the transaction

technical consultants, Ernst and Young Services Limited, and legal consultants Dunn Cox which

provided support to the DBJ, the Enterprise Team were contracted by the Government of

Jamaica so that we could explore all possibilities that would lead us to this very point of Signing

today.

The CTL privatisation opportunity was advertised locally and internationally and on the

completion of the evaluation consistent with our procurement guidelines Supreme Ventures

Limited emerged as the Preferred Bidder, and we must publicly recognise the work of the

negotiating team in the process.

The government intends to execute its affairs; which are the affairs of the people, in a spirit of

openness and transparency. And it is clear that this process that was followed remained true to

that.

I want to say something on the benefits that the divestment will bring; the Minister of Finance

mentioned them. This divestment will allow for a positive annual cash flow of approximately

$42M, (which Minister Shaw mentioned) to the operations of the Jamaica Racing Commission.

And this $42 million approximately and it could be more will be used towards improved

regulation and importantly towards developmental projects. This therefore means that as a result

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