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Saudi Landbridge
Railway Network
“SLRN”
Infrastructure Development
SAR Readiness
0 5 / 0 6 / 2 0 2 3
2
Table of
contents Presentation
Objective
1 2
Governance
4 5
Next Steps
Introduction
3
Project
Readiness
6
Key Asks
3
1
Presentation
Objective
• Provide an overview of the current progress for both Path 1 and
Path 2 of the Landbridge Development roadmap
• Identify potential challenges or gaps in readiness that may impact
project success
• Highlight the necessary support needed to address these
challenges before the project commences
2
Introduction
• Project Overview
• Key Directions and Decisions
• Funding source & Financing structure
5
Focus of Development
Project Overview
• Saudi Railway Company is undertaking the Saudi Landbridge project connecting
Jubail to Yanbu.
• The project involves the construction of a railway line of approximately 2,500 km
out of which upgrading of approximately 200 km through 6 links.
• The project is also complimented by the development of 7 Logistics Centers
along the network
Key Project Components
Rail Network
Signalling
&Telecom
Rail Infrastructure
Logistic Centers
Logistics Centers
Freight Passenger
Rolling Stock
Stations Depots
Project Background
Introduction
6
Key Directions and Decisions
As per the direction received from the High Commission of Transports & Logistics “HCTL” on February 4th 2022, extensive collaboration was
done between SAR, PIF & TGA to finalize the best funding approach to the Saudi Landbridge.
Directions
/
Key
Changes
• Feb 4th, 2022, SAR received an official direction from the HCTL, to coordinate with the Public Investment Fund (PIF) to fund the Saudi Landbridge Railway
Network (as 2nd Path for funding).
• April 20th, 2022, HRH direction in the 5th HCTL meeting was “to present the progress of the 2nd path of Landbridge project in PIF exceptional board meeting
to get the required internal approvals and the required directions to proceed forward.”
• June 8th, 2022, A Royal Decree was issued to establish a ministerial committee for the negotiation with the SCLC and China Republic to fund the project
(Path 1).
• Q1 2023, Ministerial Committee negotiation period was extended till 29 June 2023
• May 2023, Anchor+ 3rd Founding Board approved the Financing structure and governance, and postpone the decision on Riyadh north alignment to the 4th
FB. (Directions and resolutions pending to be shared with SAR)
Timeline
HCTL #5
Framework
Agreement
results presented
Path 2
Path 1
PIF BoD
directed to
integrate Path 2
study under
Anchor+
Anchor+ FB
3rd meeting
Path 2 funding
initial outcomes
Anchor + 2nd FB
Meeting
Extraordinary
Landbridge
HCTL
meetings
HCTL #5
Path 2 created
(PIF to fund the
project with a 5%
IRR)
Jan 2022
Negotiation of EPC &
financing structure and
deal terms
Detaile
d
studies
TGA-SCLC
Framework
Agreement
Oct 2018
TGA-SCLC
MoU
HCTL #5
Framework
Agreement
results presented
Ministerial
Committee
Formed
Oct 2018 Dec 2019 2020-2021 Jan 2022 June 2022 Ongoing
Jan – Apr
2022
Apr 2022 Q4 2022 Q2 2023
Introduction
Ongoing
7
Funding source & Financing structure (Path 1)
Funding source dependent on the G2G agreement for the EPC Financing; Project Management and Land acquisition fees to be funded by MoF
* Note: Based on Phase 1 Project Cost Funding %.
15% of EPC
(~SAR 9 Bn*)
85% of EPC
(~SAR 56 Bn*)
✚
Under G2G negotiation
Financing for Project Management
Financing for Construction Contract (Single)
Introduction
Landbridge Delivery SPV
✚ ✚
8
Funding source & Financing structure (Path 2)
Funding source is the mandate of PIF, Land acquisition fee to be funded by MoF
PIF proposal
50% of EPC
(~SAR 32 Bn*)
50% of EPC
(~SAR 32 Bn*)
Financing for Construction Contracts (Multiple)
Financing for Project Management
✚
✚
Introduction
* Based on 2021 estimate updated 2022 (PwC & HDR estimate (+/-))
Landbridge Delivery SPV
✚ ✚
9
Funding source & Financing structure (Path 1)
Financing Structure – potential
Anchor+ PMO
Funding Reporting Informing
Introduction
Land Acquisition Project Finance
Landbridge Delivery SPV
10
Funding source & Financing structure (Path 2)
Introduction
Financing Structure - As presented by the PIF to the Anchor+ Founding Board #3
Landbridge Delivery SPV
3
Project
Readiness
• Readiness Aspects
• Identified potential challenges or gaps in readiness
• Readiness Roadmap
Readiness Aspects
Readiness is a crucial aspect of the project, as it determines the level of preparedness and the likelihood of success. In order to assess the project
readiness, several key aspects were considered essential :
Human capital (HC) pertains to the skills,
knowledge, and expertise of the individuals
who are involved or needed in the project.
the PMC has a crucial role in offering expert
guidance and support throughout the project
lifecycle.
This aspect encompasses the project's overall
organization, including:
• establishment of the SPV for project
implementation,
• the governance structure,
• the engagement of external advisors.
readiness involves:
• Defining the project's final alignment and
Right of Way (RoW) requirements.
• Initiating the land acquisition process.
• Finalizing the land acquisition process
Involves securing the necessary funding for the
project
readiness involves:
evaluating the completeness and accuracy of
key documents, such as:
• contracts,
• technical tender documents,
• other pertinent documentation.
Key
Readiness
Aspects
Human
Capital
Project
Documentation
Project Readiness
Identified potential challenges or gaps in readiness
Project Readiness
Readiness Aspect Challenges Solutions
Project Structure
• Strategic direction might impact the Project Structure (Path 1 Vs Path 2)
• Governance structure and operating model might vary depending on path
selection
• Develop the Detailed Design for the SPV to
provide flexibility to adapt both paths.
Human Capital
• Project team size is heavily dependent on path selection.
• Human capital availability limitation
• Impact on SAR’s other Business Units (competing for resources)
• Utilization of current SAR Mega projects BU team
• Involvement of external advisors’ resources
• Interim utilization of SAR’s other BU’s services.
Project Management Consultant
(PMC)
• The Award of the PMC Contract
• Mobilization and Onboarding of the PMC staff
• Bids validity was extended for a total 9 months (expiring July), and another
extension is highly expected (which might face resistance from Bidders)
• Secure budget.
• Board of Directors approval to award
• PIF approval to award the PMC
• Overlap between LB Advisors (PwC) and the
PMC.
• Land Acquisition
• The current designs are at Concept or Preliminary maturity level.
• Right of Way requirements, taking info-account utility crossings, are not
confirmed.
• As per regulation, the land Acquisition process can’t start without the final
design
• Collect lands use data from several Gov sources
(MOMRA, MEWA, SPGA)
• Form Landbridge Land Committee by Project
Owner (MoTLS).
• Develop Final Designs by the EPC Contractor
(Path 1), or the Lead Designer and/or Design
Build Contractors (Path 2)
• Project Documentation
• Develop tender packages to bring Path 2 to the same level as Path 1.
• Develop Contracts forms for different packages.
• Appoint the PMC to develop the Technical
Tender Packages and contracts forms for
individual packages according to Path 2
Financial
• Extend the LB current advisory engagement period to continue to support the
ministerial committee, SCLC negotiation and provide the Overlap between LB
Advisors (PwC) and the PMC.
• Secure funds from NIDLP to enter a new
Contract with the current LB Advisors.
• PMC funding is not secured
Deep Dive
Full
Month–3 Month–6 Month – 12 Year – 2 Year – 3
• Floatandaward SPVDD
• Extend LBAdvisors(PwC)
engagement tosupportthe
ministerialcommitteeand
ongoingSCLCnegotiation
• LBPMCAwarded
• Anchor+FB#4Direction
• LBSPVEstablished
• LBPMCMobilization&Early
Setup
• LandValuationReportFinalized
• RecruitmentofSPVkey
resourcescompleted
• ProcurementStrategy
approvedbySPVBoD(onthe
selectedpath)
• DeliveryStrategyImplemented
• Tenderingprocessesended
• ConstructionSupervision
Consultant(CSC)Awarded
• EarlyConstructionContract
PackagesAwarded
• Landacquisitionstart
• AllConstructionContracts
Awarded
• LandAcquisitioncontinues
• Sameasabove,
• FinalizeRiyadhBypassscope
• FinalizeRiyadh–Dammam
scope
• FinalizeEPCContract
• Sameasabove • RecruitmentofSPVkey
resourcescompleted
• Landacquisitionstart • LandAcquisitioncontinues
• TosecureNIDLPapprovaland
budgetfortheLBadvisory
initiative(i.e.PwC)
• TosecurebudgetforPMC
• StrategicDirectionandVision
fortheSPV
• SAR&PIF/MoFultimate
financialapprovaland
endorsementofprocurement
strategy
• AllocationofFundsforLB
• EstablishmentofLand
AcquisitionCommittees
• KeyStakeholderengagement.
Readiness Roadmap
Timeline
Key
milestones
Required
Support
Readiness
90 Days plan
Project Readiness
Path 2
Path 1
4
Governance
• Development & Operation
• Alignment with Anchor +
• Development SPV
16
Development & Operation
Governance for path 2 - as proposed to Anchor+ FB #3
Source : PIF- Anchor+ 3rd FB
Proposed Governance for the Landbridge Landbridge Development SPVs
Landbridge Infrastructure SPV
• Dedicated for rail infrastructure
Capex (new and upgrades)
• Collects track access charges from
the Landbridge Operations SPV
Landbridge Operations SPV
• Collects revenue and subsidies
for Landbridge rail operations
• Pays an operational lease for
rolling stock
• Ring-fences cash flows from
SAR's financial statements
Governance
17
Alignment with Anchor +
SAR is in principle aligned with the decisions taken by Anchor FB in its 3rd meeting
SAR has 4 key remarks on Anchor FB#3 decisions that have implications on SAR:
Landbridge Infrastructure SPV responsible only for funding, but
not for development – this will instead be responsibility of SAR
Landbridge Operations SPV to operate Landbridge rolling stock
and to pay access charges to infrastructure SPV
Rolling stock leasing company (”ROSCO”) will be established and
fully owned by PIF, not by SAR
Logistics Centers removed from SAR scope – all dry ports (incl.
Riyadh Dry Port) transferred from SAR to Anchor NewCo
Anchor NewCo to provide 3PL services (incl. services adjacent
to dry ports)
2
1
4
3
Decisions taken in Anchor FB#3
SAR to continue with planned establishment of the Landbridge
Development SPV, which should be 100% owned by SAR
Risks of integration and duplication of capabilities between Landbridge
Ops SPV and the existing FreightCo and PaxCo in SAR
SAR should be involved in RosCo design & governance (e.g. Board
/ExCom seat), especially if RosCo will take over SAR’s existing ROS
SAR financial viability will be impacted, as it can no longer operate dry
ports and provide rail-adjacent logistics services
SAR should be involved in Anchor NewCo governance (e.g. ExCom
seat) to ensure logistics centers direction aligns with its needs
Implication on SAR and recommendations
SAR will further study these implications in its “2030 Strategy Refresh”” (prior to 2023) and propose any mitigation measures
Governance
18
Development SPV
Project start
Feb-20
~3-4 months
SPV ready for establishment
~3-4 months
Preliminary Design
• Design principles, mandate and
functions
• Governance & DoA
• Org Chart, HC and Operating
Budget
• Risks and mitigations
Detailed Design & Establishment
Legal support with SPV incorporation
Drafting of Articles of Association
Legal options for incorporation
Approved by SAR BoD
4 weeks ~8-10 years
2
1
SPV in Operation
Financials
Strategic advisor Legal advisor
Completed Financial Advisor
Governance
In line with Anchor + FB decisions, SAR BoD has approved the following (BoD: 5/4/2023/6 on 21 May 2023):
• Establishing a limited liability subsidiary “Special Purpose Vehicle” owned by Saudi Railway “SAR” under the name of “Land Bridge Development
Company”
• Allocate a budget of SAR 20 million for the establishment of the SPV and start the detailed design process for it
• Approve the governance proposal of the Board of Directors for the SPV as presented to the Board.
5
Next
Steps
• Secure Budget to award the PMC Contract
• Allocate the 20 million to proceed with the SPV
Detailed Design & Establishment
• Secure approval and budget for the LB Advisors’
engagement (Ministerial Committee and negotiation
support) – NIDLP-
6
Key Asks
• Approach PIF to proceed with the PMC award ENDORSE
• Allocate the Budget to award the PMC
Contract by MoF or PIF
GUIDANCE
• MoTLS to formulate Landbridge Land
Committee
APPROVAL
• Support in expediting NIDLP approval to fund
the LB Advisors’ initiative (to support the
ministerial committee and SCLC negotiation)
SUPPORT
Key Asks of HE
the Chairman
Thank You
SAR.COM.SA
Thank You
Appendice
s
3
Project
Implementation
Strategy
• Readiness Roadmap
• Project Delivery Structure
• Initial Funding Requirements
• Project Implementation Approach
• Works Packages Readiness (Path 2)
• Project Management Consultant (PMC)
• Tendering Timeline
• Engagement Plan
24
Paths Readiness
Paths Readiness
Path 1 Path 2
Fund source MoF (+CEXIM) PIF (+MoF)
Contracting Approach
Engineering, Procurement, and
Construction (EPC) – One Contract
Multiple Design-Build (DB) Packages (+10)
+10 Contracts
PMC Required (Floated and ready for Award)
CSC Required (PMC to develop the Tender Package)
Tender Packages Not required Required (PMC to develop the Tender Packages)
SPV Required
Project Implementation Strategy
25
Project Delivery Structure
Path 1 Path 2
MoF (+CEXIM) PIF (+MoF)
LB Delivery SPV (SAR)
Infrastructure SPV (PIF/SAR)
LB Delivery SPV (SAR)
PMC PMC
CSC CSC
EPC Contractor (GC) Lead Designer
Design Build
Contractor
Design Build
Contractor
Project Implementation Strategy
26
Initial Funding Requirements
Path 1 Path 2
65.6 bn *(as of 2021) CAPEX 61.2 bn **(as of 2022)
4% of Direct EPC (~1.959 bn)
Professional Fees
(e.g. PMC, CSC) 7% of Direct CAPEX (~3.429 bn)
8 bn*** Land Acquisition 8 bn***
1.6 bn SPV 1.6 bn
77.1 bn Total 74.2 bn
Project Implementation Strategy
* Under negotiation with the SCLC, ** Based on 2021 estimate updated 2022 (PwC & HDR estimate (+/-)); *** SCLC/TGA estimate
27
Project Implementation Approach (Path 1)
Project Management Consultant (PMC)
EoY-2 of EPC
June 2022
Royal Decree to form
Ministerial Committee for
Negotiation
Start of Construction
Construction
Mar 2022
PMC Floated
to the Market
EoY-1 of EPC
Fixed RoW (Design)
• One Turnkey FIDIC Silver book type
(Engineering, Procurement, Construction
(EPC)) contract.
• One Contract for the Project Management
Consultancy (PMC)
• One Contract for Construction supervision
Consultancy (CSC)
The project is delivered by one EPC Contractor.
Phasing Approach Contracting Strategy
The EPC Contract was developed assuming 7
Construction Work Packages for proper construction
monitoring and management
Packaging Approach
Project Implementation Strategy
Design RoW & Land Acquisition
EPC Negotiation Stage
Financing Negotiation Stage
The execution approach concerning the participation of the Saudi-Chinese Landbridge Consortium (SCLC) adheres to the Framework Agreement established
between TGA and the SCLC.
Construction Supervision Consultant (CSC)
7 + 2 Years
Full Operation
T O D A Y
PMC Award
PMC Tendering
T O D A Y
28
Project Implementation Approach (Path 2)
SAR is dedicated to carrying out the Landbridge project and has conducted numerous in-depth studies with the assistance of external advisors, leading to
various actions being taken and strategies being developed
Riyadh Bypass
Feb 2022
HCTL direction
“PIF to fund
SLP”
Implementation Strategy
Concept Design Preliminary Design*
The project is to enter operation into different
phases,
Phase 1: Upgrade links
Phase 2: Jeddah – Yanbu
Phase 3: Riyadh – Riyadh
Phase 4 : Riyadh - Jeddah
12 Civil and Track Packages
1 Signaling & Telecommunication Package
3 Stations & 1 Depot Package
• Several Design-Build FIDIC Yellow book
type (DB) contracts.
• One Contract for the Project
Management Consultancy (PMC)
• One Contract for Construction
supervision Consultancy (CSC)
Mar 2022
PMC Floated
to the Market
* On hold: as the main assumption of Riyadh bypass, 2nd RR is Sheikh Jaber is under RCRC assessment
BU established
Project Implementation Strategy
Project Management Consultant (PMC)
Phasing Approach Contracting Strategy
Packaging Approach
Design Build Contractors
Construction Supervision Consultant (CSC)
PMC Award
7 + 2 years
Full Operation
PMC Tendering
EoY-1 (2024)
First Package to be floated
Construction
Design RoW & Land Acquisition
EoY-2
Start of Construction
29
Works Packages Readiness (Path 2)
Railway Infrastructure Scope of Work Key Challenges CD PD DD
L1.
Jubail InternalNetwork
CTW130 Upgrade
Doubling of CTW120/130 junction (0.6 km)
Doubling of CTW130 central section (7.9 km)
1 new passing loop on JCP branch (1.6 km)
• Work in an urban area
• Work around the operational track
100% 80% 0%
L2.
Dammam-Jubail
CTW120 Upgrade
Doubling of DammamJunction (9.2 km)
Modification of 6 passing loops from 4 km to
4.5 km
Doubling fromJubail LC to CTW130
junction (10.9 km)
• Works adjacent to the existing live operational rail line.
• Integration of systems.
100% 70% 0%
L3.
Riyadh – Dammam
(SRO Upgrade)
6 new passing loops (63 km)
Doubling at Hofuf and Hofuf bypass towards
Riyadh (24.2 km)
Grade separation of level crossings,
upgrade to ERTMS level 2 and Track
upgrade for increased axle load.
• Works adjacent to the existing live operational rail line.
• Integration of systems
100% 65% 0%
L4A.
North Riyadh
CTW400 Upgrade
Doubling of existing line (50 km) • Works adjacent to the existing live operational rail line.
• Integration of systems
80% 20% 0%
Project Implementation Strategy
30
Works Packages Readiness (Path 2)
Railway Infrastructure Scope of Work Key Challenges CD PD DD
L4B.
Riyadh Bypass
New double-track (35 km)
• Urban setting utility and road diversions attract time & cost risks.
• Alignment with RCRC and other stakeholders.
100% 85% 0%
L5BC.
Jeddah – Riyadh
New double track (920 km)
14 double passing loops (63 km)
• Logistics within remote rural location.
• Greenfield mountainous, hilly terrain with wadi crossings.
100% 90% 85%
L5A.
Jeddah – KAP
New single track (146.1 km)
4 passing loops (22.3 km) and doubling at the
junctions (36.8 km)
• Variable geotechnical conditions.
• Subsurface utilities/relocations, road diversions and stakeholder
integration within urban areas.
100% 30% 0%
L6.
KAP – Yanbu
New single track (171.7 km)
6 passing loops (31.6 km) and doubling at the
junctions (9.6 km)
• Variable geotechnical conditions.
• Subsurface utilities/relocations, road diversions and stakeholder
integration within urban areas.
100% 30% 0%
Project Implementation Strategy
31
Works Packages Readiness (Path 2)
Railway Infrastructure Scope of Work Key Challenges CD PD DD
S&T S&T for entire Landbridge
• Linkage of Landbridge S&T with existing SAR S&T and Operations Control
Centers.
• Transition from GSM-R technology to FRMCS technology
80% 0% 0%
Jeddah Depot MaintenanceDepot
• Power, water, industrial and sanitary sewerage needs/connections to be
designed for Jeddah Depot.
• Further study required for operation and maintenance requirements,
considering geographical distance between eastern and western lines, to
confirm type of maintenance required, provision of number and sizing of
depots. Eastern lines do not have access to an exclusive depot.
100% 50% 0%
Passenger Stations
- 2 Passenger stations
(Al Duwadimi, Al Muwayh)
- 1 Interchange Stn
(Al Jumum)
• Passenger station sizing and location needs to be re analyzed as part of
the updated Operations Plan based on the revised demand numbers.
• Bahra interchange station will require consultation with HHR
100% 50% 0%
Project Implementation Strategy
32
Deadline for
Clarifications
Request
Letter of Invitation
Issue Bid
Documents
Project Overview
Meeting
Evaluation Stage
Negotiation Stage
Letter of Award of
Contract **
March 15, 2022
March 31, 2022
Today
September 14, 2022
Session with SAR
Leadership
July 14, 2022 March 6, 2023
Contract Sign Off **
May 31, 2023 *
Q 2, 2023
Q 3, 2023
Project Management Consultant (PMC) Tendering Timeline
* Subject to funding path selection (G2G Vs PIF)
* * Subject to PIF approval
Deadline for
Proposal
Submittal
Project Implementation Strategy
Project Management Consultant (PMC) Engagement Plan
Project Implementation Strategy
Tendering of
Work Packages
(WP)
Mobilization & Early Setup
PMC Services Roadmap
On-going project
management
services
Phase 1 Phase 2 Phase 3
1 Month 3 Months 6 Months
• Mobilize Fast Start team
• Establish SAR Priorities
• PMC office set up
• Finalize deployment plan and Other plans:
• Communication Management Plan
• Document Management Plan
• EDMS Implementation Plan
• Develop Plans:
• Mobilization Plan
• Project Management Plan
• QHSSE Management Plan
• Design Management Plan
• Management of Change (MoC) Procedure
• Claims Management Plan
• Project Controls Procedure
• Cost Management
• IT and Information Management Plan
• Procurement Plan
• Detailed Cost Plans
• Develop Master Schedule
• Design Review of Preliminary Design
• Value Engineering
• Prepare Tender Documentation
• Manage Schedule
• Project Control
• Stakeholder Engagement and Management
• Monitor and report project progress
34
Project Management Consultant (PMC) Engagement Plan
Project Implementation Strategy
34
20
Days
Pre-Qualification
15
Days
Assess Pre-
Qualification
120
Days
RFP Bidding Period Technical
Workshops, Clarifications,
Addendums
90
Days
Assess RFP
Offers, Due
Diligence
30
Days
Approval
Process
10
Days
Issue Letter
Award
15
Days
Invite for
JOPEX
Procurement Process – Typical Total Duration
300 workdays
Tendering of
Work Packages
(WP)
Mobilization & Early Setup
PMC Services Roadmap
On-going project
management
services
Phase 1 Phase 2 Phase 3
*subject to variation of durations reflecting the characteristics of the specific line packages and contracts*
35
Line Corridor Length
Track
Length
Upgrade
L1
Jubail Internal Network
(CTW130) Upgrade
30 Km 10 km
L2
Jubail – Dammam
(CTW120) Upgrade
106 Km 35 km
L3 Riyadh – Dammam (SRO Upgrade) 449 Km 87 km
L4A CTW400 Upgrade 50 Km 67 km
Greenfield
L4B Riyadh Bypass 35 Km 71 km
L5BC Jeddah – Riyadh 920 Km 1,978 km
L5A Jeddah – KAP 146 Km 205 km
L6 KAP – Yanbu 172 Km 212 km
S&T Signaling and Telecoms - -
S&D 3 Stations & 1 Depot - -
Total Length 2,665 km
Project Overview
Introduction
Scope of Work for SPV Detailed Design phase
Organization and Strategic design
Strategic PMO
• Develop stakeholder engagement plan and manage interfaces with key stakeholders (e.g., SAR, PIF)
• Manage and integrate input from other advisors (i.e., Legal, Financial, HR)
• Oversee and support procurement and onboarding for PMC, and support SPV staff hiring/secondment
• Review and provide input into program control baseline & reporting framework, developed by the PMC
• Develop implementation roadmap to SPV operations phase, incl. knowledge transfer
Financial advisory Legal advisory
• Confirm the development perimeter / mandate of
SPV, aligned with PIF
• Review impact of SAR Policies on SPV set-up
• Design detailed Org Structure
• Define and activate Int & Ext governance
• Develop job descriptions
• Conduct job evaluation and determine comp &
benefit levels (by sub-contracted HR advisory, in
alignment with SAR HR)
• Develop hiring/ secondment plan
• Outline key processes, design RACI
• Develop IT and Digital needs roadmap
• Define Shared Services operating model
• Refine, validate 24 mos operating budget
• Develop financial model & scenarios for the SPV,
incl. revenues, CAPEX, OPEX and funding
• Structure and define
requirements of Project
Development Agreements
– Structure and requirements of
project agreement, regulating SPV
and SAR relationship, roles &
responsibilities
– Business requirements for funding
agreement b/w the SPV and PIF
– Structure and requirements for
land mgmt. agreement between
the SPV and MoF
• Framework for Interface
Development Plans with top 10
stakeholders
• Identify risks of SPV
establishment & ops. and build
mitigation plans
• Develop necessary
accounting processes and
procedures
• Develop a chart of
accounts encompassing all
necessary items required
for set-up of SPV
• Support definition of roles
and job descriptions for
accounting and financial
roles
• Develop detailed legal and
regulatory framework for the
SPV, ensuring compliance
with existing legal and
regulatory requirements
• Outline process for obtaining
any required approvals,
permits, or licenses for the
establishment and operation
of the SPV
• Draft articles of association
and other necessary legal
documents for SPV
establishment
Strategic advisor Legal advisor Financial Advisor
Governance

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SAR Readiness - v10 - 4-06-2023.pptx

  • 1. Saudi Landbridge Railway Network “SLRN” Infrastructure Development SAR Readiness 0 5 / 0 6 / 2 0 2 3
  • 2. 2 Table of contents Presentation Objective 1 2 Governance 4 5 Next Steps Introduction 3 Project Readiness 6 Key Asks
  • 3. 3 1 Presentation Objective • Provide an overview of the current progress for both Path 1 and Path 2 of the Landbridge Development roadmap • Identify potential challenges or gaps in readiness that may impact project success • Highlight the necessary support needed to address these challenges before the project commences
  • 4. 2 Introduction • Project Overview • Key Directions and Decisions • Funding source & Financing structure
  • 5. 5 Focus of Development Project Overview • Saudi Railway Company is undertaking the Saudi Landbridge project connecting Jubail to Yanbu. • The project involves the construction of a railway line of approximately 2,500 km out of which upgrading of approximately 200 km through 6 links. • The project is also complimented by the development of 7 Logistics Centers along the network Key Project Components Rail Network Signalling &Telecom Rail Infrastructure Logistic Centers Logistics Centers Freight Passenger Rolling Stock Stations Depots Project Background Introduction
  • 6. 6 Key Directions and Decisions As per the direction received from the High Commission of Transports & Logistics “HCTL” on February 4th 2022, extensive collaboration was done between SAR, PIF & TGA to finalize the best funding approach to the Saudi Landbridge. Directions / Key Changes • Feb 4th, 2022, SAR received an official direction from the HCTL, to coordinate with the Public Investment Fund (PIF) to fund the Saudi Landbridge Railway Network (as 2nd Path for funding). • April 20th, 2022, HRH direction in the 5th HCTL meeting was “to present the progress of the 2nd path of Landbridge project in PIF exceptional board meeting to get the required internal approvals and the required directions to proceed forward.” • June 8th, 2022, A Royal Decree was issued to establish a ministerial committee for the negotiation with the SCLC and China Republic to fund the project (Path 1). • Q1 2023, Ministerial Committee negotiation period was extended till 29 June 2023 • May 2023, Anchor+ 3rd Founding Board approved the Financing structure and governance, and postpone the decision on Riyadh north alignment to the 4th FB. (Directions and resolutions pending to be shared with SAR) Timeline HCTL #5 Framework Agreement results presented Path 2 Path 1 PIF BoD directed to integrate Path 2 study under Anchor+ Anchor+ FB 3rd meeting Path 2 funding initial outcomes Anchor + 2nd FB Meeting Extraordinary Landbridge HCTL meetings HCTL #5 Path 2 created (PIF to fund the project with a 5% IRR) Jan 2022 Negotiation of EPC & financing structure and deal terms Detaile d studies TGA-SCLC Framework Agreement Oct 2018 TGA-SCLC MoU HCTL #5 Framework Agreement results presented Ministerial Committee Formed Oct 2018 Dec 2019 2020-2021 Jan 2022 June 2022 Ongoing Jan – Apr 2022 Apr 2022 Q4 2022 Q2 2023 Introduction Ongoing
  • 7. 7 Funding source & Financing structure (Path 1) Funding source dependent on the G2G agreement for the EPC Financing; Project Management and Land acquisition fees to be funded by MoF * Note: Based on Phase 1 Project Cost Funding %. 15% of EPC (~SAR 9 Bn*) 85% of EPC (~SAR 56 Bn*) ✚ Under G2G negotiation Financing for Project Management Financing for Construction Contract (Single) Introduction Landbridge Delivery SPV ✚ ✚
  • 8. 8 Funding source & Financing structure (Path 2) Funding source is the mandate of PIF, Land acquisition fee to be funded by MoF PIF proposal 50% of EPC (~SAR 32 Bn*) 50% of EPC (~SAR 32 Bn*) Financing for Construction Contracts (Multiple) Financing for Project Management ✚ ✚ Introduction * Based on 2021 estimate updated 2022 (PwC & HDR estimate (+/-)) Landbridge Delivery SPV ✚ ✚
  • 9. 9 Funding source & Financing structure (Path 1) Financing Structure – potential Anchor+ PMO Funding Reporting Informing Introduction Land Acquisition Project Finance Landbridge Delivery SPV
  • 10. 10 Funding source & Financing structure (Path 2) Introduction Financing Structure - As presented by the PIF to the Anchor+ Founding Board #3 Landbridge Delivery SPV
  • 11. 3 Project Readiness • Readiness Aspects • Identified potential challenges or gaps in readiness • Readiness Roadmap
  • 12. Readiness Aspects Readiness is a crucial aspect of the project, as it determines the level of preparedness and the likelihood of success. In order to assess the project readiness, several key aspects were considered essential : Human capital (HC) pertains to the skills, knowledge, and expertise of the individuals who are involved or needed in the project. the PMC has a crucial role in offering expert guidance and support throughout the project lifecycle. This aspect encompasses the project's overall organization, including: • establishment of the SPV for project implementation, • the governance structure, • the engagement of external advisors. readiness involves: • Defining the project's final alignment and Right of Way (RoW) requirements. • Initiating the land acquisition process. • Finalizing the land acquisition process Involves securing the necessary funding for the project readiness involves: evaluating the completeness and accuracy of key documents, such as: • contracts, • technical tender documents, • other pertinent documentation. Key Readiness Aspects Human Capital Project Documentation Project Readiness
  • 13. Identified potential challenges or gaps in readiness Project Readiness Readiness Aspect Challenges Solutions Project Structure • Strategic direction might impact the Project Structure (Path 1 Vs Path 2) • Governance structure and operating model might vary depending on path selection • Develop the Detailed Design for the SPV to provide flexibility to adapt both paths. Human Capital • Project team size is heavily dependent on path selection. • Human capital availability limitation • Impact on SAR’s other Business Units (competing for resources) • Utilization of current SAR Mega projects BU team • Involvement of external advisors’ resources • Interim utilization of SAR’s other BU’s services. Project Management Consultant (PMC) • The Award of the PMC Contract • Mobilization and Onboarding of the PMC staff • Bids validity was extended for a total 9 months (expiring July), and another extension is highly expected (which might face resistance from Bidders) • Secure budget. • Board of Directors approval to award • PIF approval to award the PMC • Overlap between LB Advisors (PwC) and the PMC. • Land Acquisition • The current designs are at Concept or Preliminary maturity level. • Right of Way requirements, taking info-account utility crossings, are not confirmed. • As per regulation, the land Acquisition process can’t start without the final design • Collect lands use data from several Gov sources (MOMRA, MEWA, SPGA) • Form Landbridge Land Committee by Project Owner (MoTLS). • Develop Final Designs by the EPC Contractor (Path 1), or the Lead Designer and/or Design Build Contractors (Path 2) • Project Documentation • Develop tender packages to bring Path 2 to the same level as Path 1. • Develop Contracts forms for different packages. • Appoint the PMC to develop the Technical Tender Packages and contracts forms for individual packages according to Path 2 Financial • Extend the LB current advisory engagement period to continue to support the ministerial committee, SCLC negotiation and provide the Overlap between LB Advisors (PwC) and the PMC. • Secure funds from NIDLP to enter a new Contract with the current LB Advisors. • PMC funding is not secured Deep Dive
  • 14. Full Month–3 Month–6 Month – 12 Year – 2 Year – 3 • Floatandaward SPVDD • Extend LBAdvisors(PwC) engagement tosupportthe ministerialcommitteeand ongoingSCLCnegotiation • LBPMCAwarded • Anchor+FB#4Direction • LBSPVEstablished • LBPMCMobilization&Early Setup • LandValuationReportFinalized • RecruitmentofSPVkey resourcescompleted • ProcurementStrategy approvedbySPVBoD(onthe selectedpath) • DeliveryStrategyImplemented • Tenderingprocessesended • ConstructionSupervision Consultant(CSC)Awarded • EarlyConstructionContract PackagesAwarded • Landacquisitionstart • AllConstructionContracts Awarded • LandAcquisitioncontinues • Sameasabove, • FinalizeRiyadhBypassscope • FinalizeRiyadh–Dammam scope • FinalizeEPCContract • Sameasabove • RecruitmentofSPVkey resourcescompleted • Landacquisitionstart • LandAcquisitioncontinues • TosecureNIDLPapprovaland budgetfortheLBadvisory initiative(i.e.PwC) • TosecurebudgetforPMC • StrategicDirectionandVision fortheSPV • SAR&PIF/MoFultimate financialapprovaland endorsementofprocurement strategy • AllocationofFundsforLB • EstablishmentofLand AcquisitionCommittees • KeyStakeholderengagement. Readiness Roadmap Timeline Key milestones Required Support Readiness 90 Days plan Project Readiness Path 2 Path 1
  • 15. 4 Governance • Development & Operation • Alignment with Anchor + • Development SPV
  • 16. 16 Development & Operation Governance for path 2 - as proposed to Anchor+ FB #3 Source : PIF- Anchor+ 3rd FB Proposed Governance for the Landbridge Landbridge Development SPVs Landbridge Infrastructure SPV • Dedicated for rail infrastructure Capex (new and upgrades) • Collects track access charges from the Landbridge Operations SPV Landbridge Operations SPV • Collects revenue and subsidies for Landbridge rail operations • Pays an operational lease for rolling stock • Ring-fences cash flows from SAR's financial statements Governance
  • 17. 17 Alignment with Anchor + SAR is in principle aligned with the decisions taken by Anchor FB in its 3rd meeting SAR has 4 key remarks on Anchor FB#3 decisions that have implications on SAR: Landbridge Infrastructure SPV responsible only for funding, but not for development – this will instead be responsibility of SAR Landbridge Operations SPV to operate Landbridge rolling stock and to pay access charges to infrastructure SPV Rolling stock leasing company (”ROSCO”) will be established and fully owned by PIF, not by SAR Logistics Centers removed from SAR scope – all dry ports (incl. Riyadh Dry Port) transferred from SAR to Anchor NewCo Anchor NewCo to provide 3PL services (incl. services adjacent to dry ports) 2 1 4 3 Decisions taken in Anchor FB#3 SAR to continue with planned establishment of the Landbridge Development SPV, which should be 100% owned by SAR Risks of integration and duplication of capabilities between Landbridge Ops SPV and the existing FreightCo and PaxCo in SAR SAR should be involved in RosCo design & governance (e.g. Board /ExCom seat), especially if RosCo will take over SAR’s existing ROS SAR financial viability will be impacted, as it can no longer operate dry ports and provide rail-adjacent logistics services SAR should be involved in Anchor NewCo governance (e.g. ExCom seat) to ensure logistics centers direction aligns with its needs Implication on SAR and recommendations SAR will further study these implications in its “2030 Strategy Refresh”” (prior to 2023) and propose any mitigation measures Governance
  • 18. 18 Development SPV Project start Feb-20 ~3-4 months SPV ready for establishment ~3-4 months Preliminary Design • Design principles, mandate and functions • Governance & DoA • Org Chart, HC and Operating Budget • Risks and mitigations Detailed Design & Establishment Legal support with SPV incorporation Drafting of Articles of Association Legal options for incorporation Approved by SAR BoD 4 weeks ~8-10 years 2 1 SPV in Operation Financials Strategic advisor Legal advisor Completed Financial Advisor Governance In line with Anchor + FB decisions, SAR BoD has approved the following (BoD: 5/4/2023/6 on 21 May 2023): • Establishing a limited liability subsidiary “Special Purpose Vehicle” owned by Saudi Railway “SAR” under the name of “Land Bridge Development Company” • Allocate a budget of SAR 20 million for the establishment of the SPV and start the detailed design process for it • Approve the governance proposal of the Board of Directors for the SPV as presented to the Board.
  • 19. 5 Next Steps • Secure Budget to award the PMC Contract • Allocate the 20 million to proceed with the SPV Detailed Design & Establishment • Secure approval and budget for the LB Advisors’ engagement (Ministerial Committee and negotiation support) – NIDLP-
  • 20. 6 Key Asks • Approach PIF to proceed with the PMC award ENDORSE • Allocate the Budget to award the PMC Contract by MoF or PIF GUIDANCE • MoTLS to formulate Landbridge Land Committee APPROVAL • Support in expediting NIDLP approval to fund the LB Advisors’ initiative (to support the ministerial committee and SCLC negotiation) SUPPORT Key Asks of HE the Chairman
  • 23. 3 Project Implementation Strategy • Readiness Roadmap • Project Delivery Structure • Initial Funding Requirements • Project Implementation Approach • Works Packages Readiness (Path 2) • Project Management Consultant (PMC) • Tendering Timeline • Engagement Plan
  • 24. 24 Paths Readiness Paths Readiness Path 1 Path 2 Fund source MoF (+CEXIM) PIF (+MoF) Contracting Approach Engineering, Procurement, and Construction (EPC) – One Contract Multiple Design-Build (DB) Packages (+10) +10 Contracts PMC Required (Floated and ready for Award) CSC Required (PMC to develop the Tender Package) Tender Packages Not required Required (PMC to develop the Tender Packages) SPV Required Project Implementation Strategy
  • 25. 25 Project Delivery Structure Path 1 Path 2 MoF (+CEXIM) PIF (+MoF) LB Delivery SPV (SAR) Infrastructure SPV (PIF/SAR) LB Delivery SPV (SAR) PMC PMC CSC CSC EPC Contractor (GC) Lead Designer Design Build Contractor Design Build Contractor Project Implementation Strategy
  • 26. 26 Initial Funding Requirements Path 1 Path 2 65.6 bn *(as of 2021) CAPEX 61.2 bn **(as of 2022) 4% of Direct EPC (~1.959 bn) Professional Fees (e.g. PMC, CSC) 7% of Direct CAPEX (~3.429 bn) 8 bn*** Land Acquisition 8 bn*** 1.6 bn SPV 1.6 bn 77.1 bn Total 74.2 bn Project Implementation Strategy * Under negotiation with the SCLC, ** Based on 2021 estimate updated 2022 (PwC & HDR estimate (+/-)); *** SCLC/TGA estimate
  • 27. 27 Project Implementation Approach (Path 1) Project Management Consultant (PMC) EoY-2 of EPC June 2022 Royal Decree to form Ministerial Committee for Negotiation Start of Construction Construction Mar 2022 PMC Floated to the Market EoY-1 of EPC Fixed RoW (Design) • One Turnkey FIDIC Silver book type (Engineering, Procurement, Construction (EPC)) contract. • One Contract for the Project Management Consultancy (PMC) • One Contract for Construction supervision Consultancy (CSC) The project is delivered by one EPC Contractor. Phasing Approach Contracting Strategy The EPC Contract was developed assuming 7 Construction Work Packages for proper construction monitoring and management Packaging Approach Project Implementation Strategy Design RoW & Land Acquisition EPC Negotiation Stage Financing Negotiation Stage The execution approach concerning the participation of the Saudi-Chinese Landbridge Consortium (SCLC) adheres to the Framework Agreement established between TGA and the SCLC. Construction Supervision Consultant (CSC) 7 + 2 Years Full Operation T O D A Y PMC Award PMC Tendering
  • 28. T O D A Y 28 Project Implementation Approach (Path 2) SAR is dedicated to carrying out the Landbridge project and has conducted numerous in-depth studies with the assistance of external advisors, leading to various actions being taken and strategies being developed Riyadh Bypass Feb 2022 HCTL direction “PIF to fund SLP” Implementation Strategy Concept Design Preliminary Design* The project is to enter operation into different phases, Phase 1: Upgrade links Phase 2: Jeddah – Yanbu Phase 3: Riyadh – Riyadh Phase 4 : Riyadh - Jeddah 12 Civil and Track Packages 1 Signaling & Telecommunication Package 3 Stations & 1 Depot Package • Several Design-Build FIDIC Yellow book type (DB) contracts. • One Contract for the Project Management Consultancy (PMC) • One Contract for Construction supervision Consultancy (CSC) Mar 2022 PMC Floated to the Market * On hold: as the main assumption of Riyadh bypass, 2nd RR is Sheikh Jaber is under RCRC assessment BU established Project Implementation Strategy Project Management Consultant (PMC) Phasing Approach Contracting Strategy Packaging Approach Design Build Contractors Construction Supervision Consultant (CSC) PMC Award 7 + 2 years Full Operation PMC Tendering EoY-1 (2024) First Package to be floated Construction Design RoW & Land Acquisition EoY-2 Start of Construction
  • 29. 29 Works Packages Readiness (Path 2) Railway Infrastructure Scope of Work Key Challenges CD PD DD L1. Jubail InternalNetwork CTW130 Upgrade Doubling of CTW120/130 junction (0.6 km) Doubling of CTW130 central section (7.9 km) 1 new passing loop on JCP branch (1.6 km) • Work in an urban area • Work around the operational track 100% 80% 0% L2. Dammam-Jubail CTW120 Upgrade Doubling of DammamJunction (9.2 km) Modification of 6 passing loops from 4 km to 4.5 km Doubling fromJubail LC to CTW130 junction (10.9 km) • Works adjacent to the existing live operational rail line. • Integration of systems. 100% 70% 0% L3. Riyadh – Dammam (SRO Upgrade) 6 new passing loops (63 km) Doubling at Hofuf and Hofuf bypass towards Riyadh (24.2 km) Grade separation of level crossings, upgrade to ERTMS level 2 and Track upgrade for increased axle load. • Works adjacent to the existing live operational rail line. • Integration of systems 100% 65% 0% L4A. North Riyadh CTW400 Upgrade Doubling of existing line (50 km) • Works adjacent to the existing live operational rail line. • Integration of systems 80% 20% 0% Project Implementation Strategy
  • 30. 30 Works Packages Readiness (Path 2) Railway Infrastructure Scope of Work Key Challenges CD PD DD L4B. Riyadh Bypass New double-track (35 km) • Urban setting utility and road diversions attract time & cost risks. • Alignment with RCRC and other stakeholders. 100% 85% 0% L5BC. Jeddah – Riyadh New double track (920 km) 14 double passing loops (63 km) • Logistics within remote rural location. • Greenfield mountainous, hilly terrain with wadi crossings. 100% 90% 85% L5A. Jeddah – KAP New single track (146.1 km) 4 passing loops (22.3 km) and doubling at the junctions (36.8 km) • Variable geotechnical conditions. • Subsurface utilities/relocations, road diversions and stakeholder integration within urban areas. 100% 30% 0% L6. KAP – Yanbu New single track (171.7 km) 6 passing loops (31.6 km) and doubling at the junctions (9.6 km) • Variable geotechnical conditions. • Subsurface utilities/relocations, road diversions and stakeholder integration within urban areas. 100% 30% 0% Project Implementation Strategy
  • 31. 31 Works Packages Readiness (Path 2) Railway Infrastructure Scope of Work Key Challenges CD PD DD S&T S&T for entire Landbridge • Linkage of Landbridge S&T with existing SAR S&T and Operations Control Centers. • Transition from GSM-R technology to FRMCS technology 80% 0% 0% Jeddah Depot MaintenanceDepot • Power, water, industrial and sanitary sewerage needs/connections to be designed for Jeddah Depot. • Further study required for operation and maintenance requirements, considering geographical distance between eastern and western lines, to confirm type of maintenance required, provision of number and sizing of depots. Eastern lines do not have access to an exclusive depot. 100% 50% 0% Passenger Stations - 2 Passenger stations (Al Duwadimi, Al Muwayh) - 1 Interchange Stn (Al Jumum) • Passenger station sizing and location needs to be re analyzed as part of the updated Operations Plan based on the revised demand numbers. • Bahra interchange station will require consultation with HHR 100% 50% 0% Project Implementation Strategy
  • 32. 32 Deadline for Clarifications Request Letter of Invitation Issue Bid Documents Project Overview Meeting Evaluation Stage Negotiation Stage Letter of Award of Contract ** March 15, 2022 March 31, 2022 Today September 14, 2022 Session with SAR Leadership July 14, 2022 March 6, 2023 Contract Sign Off ** May 31, 2023 * Q 2, 2023 Q 3, 2023 Project Management Consultant (PMC) Tendering Timeline * Subject to funding path selection (G2G Vs PIF) * * Subject to PIF approval Deadline for Proposal Submittal Project Implementation Strategy
  • 33. Project Management Consultant (PMC) Engagement Plan Project Implementation Strategy Tendering of Work Packages (WP) Mobilization & Early Setup PMC Services Roadmap On-going project management services Phase 1 Phase 2 Phase 3 1 Month 3 Months 6 Months • Mobilize Fast Start team • Establish SAR Priorities • PMC office set up • Finalize deployment plan and Other plans: • Communication Management Plan • Document Management Plan • EDMS Implementation Plan • Develop Plans: • Mobilization Plan • Project Management Plan • QHSSE Management Plan • Design Management Plan • Management of Change (MoC) Procedure • Claims Management Plan • Project Controls Procedure • Cost Management • IT and Information Management Plan • Procurement Plan • Detailed Cost Plans • Develop Master Schedule • Design Review of Preliminary Design • Value Engineering • Prepare Tender Documentation • Manage Schedule • Project Control • Stakeholder Engagement and Management • Monitor and report project progress
  • 34. 34 Project Management Consultant (PMC) Engagement Plan Project Implementation Strategy 34 20 Days Pre-Qualification 15 Days Assess Pre- Qualification 120 Days RFP Bidding Period Technical Workshops, Clarifications, Addendums 90 Days Assess RFP Offers, Due Diligence 30 Days Approval Process 10 Days Issue Letter Award 15 Days Invite for JOPEX Procurement Process – Typical Total Duration 300 workdays Tendering of Work Packages (WP) Mobilization & Early Setup PMC Services Roadmap On-going project management services Phase 1 Phase 2 Phase 3 *subject to variation of durations reflecting the characteristics of the specific line packages and contracts*
  • 35. 35 Line Corridor Length Track Length Upgrade L1 Jubail Internal Network (CTW130) Upgrade 30 Km 10 km L2 Jubail – Dammam (CTW120) Upgrade 106 Km 35 km L3 Riyadh – Dammam (SRO Upgrade) 449 Km 87 km L4A CTW400 Upgrade 50 Km 67 km Greenfield L4B Riyadh Bypass 35 Km 71 km L5BC Jeddah – Riyadh 920 Km 1,978 km L5A Jeddah – KAP 146 Km 205 km L6 KAP – Yanbu 172 Km 212 km S&T Signaling and Telecoms - - S&D 3 Stations & 1 Depot - - Total Length 2,665 km Project Overview Introduction
  • 36. Scope of Work for SPV Detailed Design phase Organization and Strategic design Strategic PMO • Develop stakeholder engagement plan and manage interfaces with key stakeholders (e.g., SAR, PIF) • Manage and integrate input from other advisors (i.e., Legal, Financial, HR) • Oversee and support procurement and onboarding for PMC, and support SPV staff hiring/secondment • Review and provide input into program control baseline & reporting framework, developed by the PMC • Develop implementation roadmap to SPV operations phase, incl. knowledge transfer Financial advisory Legal advisory • Confirm the development perimeter / mandate of SPV, aligned with PIF • Review impact of SAR Policies on SPV set-up • Design detailed Org Structure • Define and activate Int & Ext governance • Develop job descriptions • Conduct job evaluation and determine comp & benefit levels (by sub-contracted HR advisory, in alignment with SAR HR) • Develop hiring/ secondment plan • Outline key processes, design RACI • Develop IT and Digital needs roadmap • Define Shared Services operating model • Refine, validate 24 mos operating budget • Develop financial model & scenarios for the SPV, incl. revenues, CAPEX, OPEX and funding • Structure and define requirements of Project Development Agreements – Structure and requirements of project agreement, regulating SPV and SAR relationship, roles & responsibilities – Business requirements for funding agreement b/w the SPV and PIF – Structure and requirements for land mgmt. agreement between the SPV and MoF • Framework for Interface Development Plans with top 10 stakeholders • Identify risks of SPV establishment & ops. and build mitigation plans • Develop necessary accounting processes and procedures • Develop a chart of accounts encompassing all necessary items required for set-up of SPV • Support definition of roles and job descriptions for accounting and financial roles • Develop detailed legal and regulatory framework for the SPV, ensuring compliance with existing legal and regulatory requirements • Outline process for obtaining any required approvals, permits, or licenses for the establishment and operation of the SPV • Draft articles of association and other necessary legal documents for SPV establishment Strategic advisor Legal advisor Financial Advisor Governance