Sustainability and Future Ownership Structure at African Agricultural Technology Foundation

Qualibasic Seed Company

QBS was operationalized by the AATF in 2017, with grant funding from the Bill & Melinda Gates Foundation, to offer a commercially sustainable foundation seed supply solution to seed companies in Sub-Saharan Africa. The solution will ensure the subsequent production of quality certified seed by operating a centralised system that manages foundation seed production, quality control and storage, in a highly effective and efficient way. QBS benefits from economies of scale and applies rigorous processes to its foundation seed production, based on similar models in other parts of the world such as the USA and India. This specialised and highly focused foundation seed supply model has helped these countries not only address critical quality aspects but also to ensure high productivity. In addition, this model of doing business saves seed companies cost and seed production failure risks and builds a good reputation among end users. QBS has its headquarters in Nairobi and is also registered in Zambia and South Africa where it has operations and staff.

At present, all the shares are held by AATF. It is anticipated that up to 35% of the shares will be held by AATF, strategic incubating partners such as CIMMYT and management in terms of a long-term incentive scheme, with the remaining 65% by strategic shareholders (not yet determined).

PURPOSE AND APPROACH OF THE CONSULTANCY

General Objective

The main purpose of this consultancy is to develop a framework for an optimal company ownership model and capitalization structure for QBS to become independent, sustainable and adequately capitalised by 2022.

Specific Objectives of the consultancy

• Develop a framework for an optimal shareholding and governance structure for QBS to attract appropriate strategic shareholders, which must include criteria and basis for identification of such shareholders
• Determine other potential needs from future shareholders
• Using the framework, assess and profile the potential investors / strategic shareholders, which may include seed companies, social impact investors and others
• Model the optimal ownership and governance structure of QBS to attract new investors.
• Develop a transitionary plan of ensuring shift towards the optimal structure, including any incentives to potential investors / strategic shareholders

Key questions

Below are some key questions to be addressed:

• What are the key parameters for, and how can we ensure sustainability and profitability by the end of incubation timelines?
• What are the right investors and strategic shareholders for QBS business for future sustainability; and how do you position QBS to be attractive to them?
• What is the best type of capital structure suitable going forward?
• What type of a capital structure would ensure buy-in and support from seed companies, recognise risks undertaken by incubating partners and incentivise key management?
• What is the optimal ownership structure in terms of percentages of shareholding of the different investors, including incubating partners and management?
• How does QBS start to transition to the optimum structure in the next 3 years?

SCOPE OF WORK

The consultant in consultation with AATF, QBS and BMGF will be expected to undertake the following tasks:

• Conduct desk review of QBS documents and other relevant documents.
• Develop the Framework Model for an optimal shareholding and governance structure for QBS to attract appropriate strategic shareholders, which must include criteria and basis for identification of such shareholders
• Ensure that the model is supported by QBS cashflow and capital model with variables relating to investors and shareholder structure
• Interview relevant key stakeholders agreed by AATF/QBS/BMGF
• Conduct desk review and selected interviews of potential investors
• Present draft model and modelling report of the optimal ownership and capital structure for QBS for discussion.

· Submit to AATF the final framework model and sustainability report on optimal ownership, capital and governance structure for QBS. The plan to attract new investors should be included in the final report.

EXPECTED OUTPUTS

• A draft ownership model, governance and capital structure including sustainability aspects
• A final report on optimal ownership model, capital and governance structure, a plan to attract new investors, general conclusions and recommendations

EXPECTED PROFILES OF THE CONSULTANT(S)

• The consultant(s) should have 10+ years private sector experience relevant to the scope of work in this document
• Demonstrated expertise and experience in financial modelling
• Demonstrated vast knowledge of the African seed sector
• Experience of start-up companies, company valuations, capitalization structures and ownership transitions
• High degree of independence, flexibility and ability to meet strict deadlines.

APPLICATION CRITERIA

Interested consultants should submit detailed technical and financial proposals (not more than 5 pages) covering:

• Capacity statement
• Demonstrated understanding of the terms of reference
• Proposed methodology to be used in undertaking the assignment
• A detailed work plan (time and activity schedule)
• A detailed financial proposal

The proposal should be accompanied by the below as annexes:

• Profile and CV of the consultant(s)
• Samples of two most recent related works (and/or references for the same with contact details of the referees.

TIMELINE AND ESTIMATED CONSULTING DAYS

This consulting assignment is expected to begin by end of January 2019 and to be completed no later than April 30, 2019. It is estimated that the number of consulting days would be 30 and that there is no travel needed to interview stakeholders. These will be done virtually. There will be travel needed to meet the project team from AATF and QBS for inception and final report presentation depending on the location of the consultant.

EVALUATION AND AWARD OF THE CONSULTANCY

AATF will evaluate the proposals and award the assignment based on technical and financial feasibility. AATF reserves the right to accept or reject any proposal received without giving reasons and is not bound to accept the lowest or the highest bidder.