Privatisation & Public Private Partnership Review 2012/13

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1 Privatisation & Public Private Partnership Review 2012/13 PPP Front Cover.indd 1 21/06/ :17

2 Prospects and trends in Middle East PPP and infrastructure transactions by Nick Collins and Mark Godfrey, Latham & Watkins LLP Over the last five years or so there has been widespread expectation that public private partnership (PPP) projects would take off in earnest across the Middle East and North Africa (MENA) region in a range of infrastructure sectors. Demand for infrastructure investment has never been higher in the MENA region 1 and it seemed inevitable that increasing use of private sector expertise and financing would become a critical component in the armoury of MENA governments as they, like many other governments around the world, seek to close the infrastructure gap affecting their countries. Many commentators believed that the PPP procurement model was destined not just to be the next big thing for infrastructure development in the MENA region but would also permanently transform the way in which MENA governments would procure the development, financing, construction and operation of public infrastructure (both civil and social). However, despite the idea of PPPs as an infrastructure delivery model becoming quite fashionable among MENA governments, the past five years have not witnessed the expected boom in PPP projects. This article explores where the regional PPP market currently is and looks ahead to anticipate where the market may move from here. Where are we now? Some significant success stories In some sectors (e.g. power and water, wastewater, etc.) and in various MENA jurisdictions (including the UAE, Saudi Arabia, Qatar and Oman) a PPP type approach has generated significant transaction volumes over the past decade or so and led to widespread positive commentary about the effectiveness of the chosen procurement models. Scepticism about PPP in some quarters Other than the above, the track record of successful PPP projects has been quite limited. A number of high-profile pathfinder projects which were being tendered on a PPP basis have not been successful and have either been abandoned completely, procured by more conventional direct procurement methods, substantially de-scoped or have been subject to substantial delays (or a combination of the above). As a result, questions have been asked in some quarters about whether PPP will gain wide-spread acceptance, especially in those jurisdictions with significant natural resource and mineral wealth to fall back on. The impact of the Arab Spring The Arab Spring has created stronger incentives for MENA governments to spend money on infrastructure projects. However, on-going political upheaval in some of the affected countries (e.g. Egypt) has led to delays in implementing such development plans in the short term. 2 The impact of the global financial crisis Most governments have become more cautious in their spending plans as a result of the global financial crisis, reduced liquidity in the international debt markets and the corresponding pressure on government budgets. As a result, many regional governments have undertaken root and branch spending reviews, implemented cuts in public spending (whether openly or not) and have delayed the procurement of large-value public procurements. Governments have re-evaluated their strategic plans and spending priorities to draw distinctions between those infrastructure projects which remain critical and those which are now classified as nice to haves. As part of that process, governments have been paying closer attention to the expected whole life costs of prospective PPP projects, the accuracy and suitability of the required deliverables and whether procuring the project on a PPP basis would actually yield value for money and achieve other government objectives. Nevertheless, well-structured projects with robust risk allocation continue to attract financing proving that liquidity remains available for model projects despite the global financial crisis. Undiminished demand for infrastructure investment As noted above, regional demand for infrastructure investment remains undiminished and, if anything, has probably grown following the Arab Spring. 27

3 Enormous infrastructure and economic diversification challenges remain and the volume of potential projects continues to be high throughout the MENA region. What could be learned from the experiences in more mature PPP jurisdictions? MENA governments have a fabulous opportunity to learn from (and hopefully avoid) some of the early mistakes made by governments in more mature PPP jurisdictions. Some of the set-backs that have affected a number of high-profile regional PPP deals will likely also translate into valuable lessons being learned about what does and what does not work in PPP transactions for relevant governments in the MENA region. On the basis of those lessons learned governments will be able to adapt their PPP strategies and procurement processes to increase the likelihood of success on future projects. So what lessons can be learned from experiences in more mature PPP jurisdictions and some of the set-backs experienced to date in the MENA region? Take time to get the procurement structure and the contractual arrangements right Governments often are advised to adopt regimes that have worked elsewhere in the world (e.g. the UK, Canada, etc.). This usually happens under the banner of being best international practice. However, adopting private sector investment procurement regimes that have worked elsewhere may not always serve the best interests of host governments, may represent a poor deal for those governments and may not deliver the required results. The national need and the individual circumstances of the host government and the host market should be the determining drivers in the structuring of the PPP regime. Governments should be wary of a one-size-fits-all approach and take the time, in consultation with their advisers, to ask themselves the questions why do we want/need to implement a PPP programme and what do we want to get out of that programme? The answers to these questions should determine the structure of the national PPP programme. Robust legal and regulatory framework Before embarking on a PPP programme governments should, in conjunction with their advisers, review the existing legislative and regulatory framework and make any changes necessary to assist the implementation of the proposed PPP programme. Decisions will need to be taken as to whether a PPP law is required to provide comfort to sponsors and lenders on the legality and enforceability of the proposed PPP arrangements as well as to demonstrate cross-sectorial support for government PPP policies. Use a central PPP unit Those governments that have established a central PPP unit have historically had better results in successfully procuring PPP projects than those that have not. A central PPP unit will act as a controlling mind and can play an important role in ensuring that the demands of different industry sectors do not lead to an inconsistent approach to risk allocation being adopted across different industry sectors. The communication of a consistent message to the private sector will also be important for building credibility for a nation s PPP programme. A PPP unit will also have a crucial role to play in ensuring that there is a realistic pipeline of viable PPP deals which can be tendered and in determining which project is most appropriate for the pathfinder project. The choice of pathfinder project is critical for ensuring there is substantial interest in the proposed PPP programme from its launch as well as helping to develop a track record of successful PPP projects. Build internal capacity Whether a central PPP unit is formed or not, governments should realistically assess and take steps to build their own internal resources by securing appropriate internal training programmes for their stakeholders, together with those who will be involved in the negotiations with the private sector and involved in the running of the actual project once it has been completed. The use of standard forms Successful PPP programmes have often standardised both the procurement process and the forms of procurement documents to ensure that there is consistency in approach (e.g. the UK s Standardisation of PFI Contracts ). This can be achieved by any combination of in-person training courses, remote learning and the preparation of an internal PPP procurement manual. The latter can be especially helpful in assisting public sector employees who may find themselves involved in the day-to-day procurement process and who need to understand better the procurement process and critical negotiating points. Alternatively, at the least, governments should ensure that a common and consistent position is adopted to various key issues and project risks to ensure that the government does not find itself subject to cherry picking of risk allocation by the private sector. Such key issues would include change in law and force majeure 28

4 protections and the calculation of the compensation on termination payments payable in the various termination scenarios. The importance of appropriate risk allocation A PPP risk transfer only passes risks to the private sector to a limited extent. In the final analysis, the public sector remains provider of last resort should the private sector provider cease to be involved in the project. Consequently, aggressive risk transfer increases the likelihood that the private sector will fail. The old saying that risks should be borne by the party best able to bear them remains true. An overly aggressive risk transfer also increases the overall costs of the project. The private sector will price the risks to protect its return. Overly aggressive risk transfer therefore represents poor value for money and in extreme examples may simply deter prospective bidders from participating in the project (so further reducing competition and driving up costs). Stakeholder buy-in PPP programmes are more successful when government and other affected stakeholders (particularly senior decision makers) have bought in to and understood the realities of PPP as a procurement model before the PPP programme is launched. There needs to be a clear understanding of both what a PPP procurement model can and cannot offer governments. The various government interests which need to be aligned for the PPP programme to be successfully implemented will need to be effectively managed on an on-going basis throughout the procurement process to ensure that the interests of one stakeholder cannot delay or prejudice the procurement or lead to cancellations or re-scoping of the project. In parallel with the above, the public sector should ensure that each project is properly understood internally before it is tendered and the output specification being tendered for accurately reflects the public sector s desired deliverables. A central PPP unit can play a crucial role in ensuring such stakeholder buy-in occurs. The importance of partnership As mentioned above, PPP programmes are generally more successful when there has been a high level of stakeholder buy-in to, and understanding of, the PPP procurement model. However, to truly maximise the chances of individual PPP projects being successful, there needs to be a clear understanding of the importance of developing the partnership aspect of the project. The reasoning behind this is that the parties are about to enter into a long-term relationship with each other and it is beneficial to take the time to learn how to communicate effectively with each other, to build mutual trust and to listen to each other. Ideally, this should happen from the moment the preferred bidder is selected. Time and effort invested in this should help to ensure that the parties have a less adversarial relationship over the life of the project, especially if the project runs into difficulties. Bidding costs PPP programmes which adopt transparent bid processes and a realistic approach to the number of bidders to be taken forward at each stage of the process are more likely to attract private sector interest. Governments should resist the temptation to keep as many bidders as possible in play for as long as possible during the procurement process. Given the high costs of bidding on such projects, private sector participants will have limited appetite for participating in a procurement process where their odds of success are low. Looking ahead Although PPP projects have not yet taken hold across the MENA region in the way that many commentators anticipated, the future remains bright for PPP as an infrastructure procurement and delivery model for the MENA region. Demand for infrastructure investment remains undiminished throughout the MENA region notwithstanding the global financial crisis and the on-going uncertainty resulting from the Arab Spring. Because of the sheer scale of the infrastructure gap affecting many countries in the MENA region, PPP is still likely to become an increasingly important tool for regional governments across a range of infrastructure sectors. As many regional governments are still at a relatively early stage in the adoption of PPP, it may take some time for the up-take to happen and, even then, it is not likely that PPP will entirely usurp traditional procurement and financing options for infrastructure. As has been the case in other jurisdictions around the world, PPP projects can offer MENA governments real benefits if host countries create an environment that supports the development of a PPP programme (e.g. robust and transparent legal and regulatory framework, buy-in to the PPP model by all relevant government stakeholders (particularly senior decision-makers), operation of central and agency level PPP units, market-appropriate approach to risk allocation strategies, effective management of procurement process (including gateway decisionmaking processes before PPP deals move forward) and selection of appropriate initial projects to 29

5 develop a track record and establish a marketplace for PPP projects, etc.). Being relative late-comers to PPP also provides a great opportunity for MENA governments to learn from mistakes made by early PPP adopters in other jurisdictions (e.g. the UK, Australia, Ireland, the Netherlands, etc.) and, hopefully, to avoid making similar mistakes as their own PPP programmes develop. Notes: 1 The World Bank has estimated that governments in the MENA region need to spend between US$75bn and US$100bn annually in order to sustain growth rates and to boost the economic competitiveness of MENA countries. 2 The Arab Spring has demonstrated that people want better public services and a cleaner urban environment and that means more efficient, better-designed infrastructure services. At the same time, government budgets are under pressure and the private sector perceives risk in the political upheavals, so it has become harder to finance those necessary infrastructure investments. Shamshad Akhtar, World Bank Vice President for the Middle East and North Africa region (at a recent two-day conference in Amman April 2012). Authors: Nick Collins Tel: Fax: nick.collins@lw.com Mark Godfrey Tel: Fax: mark.godfrey@lw.com Latham & Watkins LLP Al Sila Tower, Level 14 Sowwah Square PO Box Abu Dhabi United Arab Emirates Website: 30

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