Terms of Reference: Transactional Advisor, QualiBasic Seed Company (QBS)

AATF - Terms of Reference: Transactional Advisor, QualiBasic Seed Company (QBS)

Background Information:

AATF

The African Agricultural Technology Foundation (AATF) is a not-for-profit technology transfer organisation that embraces a mission of making available, to smallholder farmers, agricultural technologies that were previously not accessible to them. AATF facilitates public-private partnerships and works in 23 African countries with African farmers, the governments, private and public technology owners and developers, seed companies, other value chain players to identify, access, adapt and commercialize technologies that address farmers’ key problems and empower them to generate wealth and health for their families and communities. 

In addressing some of the obstacles to technology transfer across the food value chain from research, production, processing through to market linkages, Africa’s seed system is a priority – however, there has generally been one bottle neck, being the availability of high-quality Foundation Seed.

To mitigate the problem of Foundation Seed, AATF with support from Bill and Melinda Gates Foundation (BMGF) established and has been incubating a foundation seed company called QualiBasic Seed Company (QBS). AATF currently holds 100% of QBS shares, in trust, for future potential shareholders, as part of ensuring QBS becomes truly independent commercially sustainable company providing impact in the seed supply chain to small scale farmers and contributing to food secure Africa.  

QualiBasic Seed Company (QBS) 

QBS was founded by the AATF in 2017, with grant funding from the BMGF, to offer a commercially sustainable foundation seed supply solution to seed companies. QBS supports seed companies in Sub-Saharan Africa with the supply of high-quality foundation seed to 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 is registered and headquartered in Nairobi, Kenya has a subsidiary registered in Zambia and a branch registered in South Africa, as a company with foreign ownership, it has current operations and staff in Zambia and Kenya with South Africa in “care and maintenance”. It currently has at least 68 customers in 12 countries.

Purpose and Approach of the Consultancy:

General Objective 

The main purpose of this consultancy is for a transactional advisor to support QBS’ strategy to attract new investors as shareholders in QBS. 

Specific Objectives of the Consultancy 

  1. Create a revised business plan 2025-2030, Investment Memorandum and pitch deck 
  2. Assess optimal valuation of the company 
  3. Identify, engage and secure future investors 

Scope of Work  

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

  • Review previous reports on potential QBS shareholding 
  • Interview crucial stakeholders, including, QBS Mgt and the Board, AATF, BMGF to determine the ideal shareholder structure 
  • Assess and propose valuation options and discussion document  
  • Provide a draft investment memorandum and pitch deck working closely with QBS management 
  • Agree on Investor vetting process  
  • Assess, engage, and secure potential interested investors based on the agreed vetting criteria 

Expected outputs  

  1. Business plan 2025-2030 
  2. Investment Memorandum 
  3. Investment Pitch Deck. 
  4. Company Valuation assessment methodology agreed, and initial valuation done 
  5. A report on potential investors, pitch list, engagements notes and terms of potential investment 
  6. Implementation plan for next steps 

Expected Profiles of the Consultant(s) 

  1. The consultant(s) should have 10+ years’ experience of handling investment assignments and transactions for similar companies.  
  2. Experience in the three jurisdictions Kenya, South Africa and Zambia would be an advantage; or at least demonstrated experience in investment assignments involving at least three countries. 
  3. Demonstrated expertise and experience in Agriculture. 
  4. Experience with companies looking for transition shareholding and demonstrated experience in advising growth companies. 
  5. 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 10 pages) covering: 

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

The proposal should, in addition to the above, be accompanied by the below as annexes: 

  • Clearance certificate from relevant bodies, including tax compliance 
  • Profile and CV of the consultant (s) that will be involved in the assignment  
  • Samples of three 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 1 November 2024 to be completed no later than 28th February 2025. It is estimated that the number of consulting days would be approximately 30 and that there is no travel needed to do the desk research and virtual consultations. 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. An advanced draft report is to be presented to the QBS Board virtually for their input early in Feb 2025. 

Evaluation and Award of the Consultancy 

AATF shall 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. 

Terms and conditions of the proposal 

AATF reserves the right to request new or additional information regarding each service provider and any individual or other persons associated with its project proposal. AATF reserves the right not to make any appointment from the proposals submitted. Service providers shall not make available or disclose details pertaining to their Project proposal with anyone not specifically involved unless authorized to do so by AATF. Service providers shall not issue any press release or other public announcement pertaining to details of their project proposal without prior written approval. 

AATF Service providers are required to declare any conflict of interest they may have in the transaction for which the tender is submitted or any potential conflict of interest. AATF reserves the right not to consider further any proposal where such a conflict of interest exists or where such a potential conflict of interest may arise. 

Confidentiality statement 

All data and information received from AATF for the purpose of this assignment are to be treated as confidential and are only to be used in connection with the execution of these Terms of Reference. All intellectual property rights arising from the execution of these Terms of Reference are assigned to AATF. 

Submission Criteria 

Applications should be submitted to AATF Procurement Officer at: procurement@aatf-africa.org by COB 25th October, 2024 with the subject head ‘Transactional Advisor – QBS‘