project: air cote d’ivoire modernization & expansion ... · currency equivalents august 2017...

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AFRICAN DEVELOPMENT BANK GROUP PROJECT: AIR COTE D’IVOIRE MODERNIZATION & EXPANSION PROGRAM COUNTRY: COTE D’IVOIRE PROJECT APPRAISAL REPORT PICU DEPARTMENT October 2017 Public Dsclosure Authorized Public Disclosire Authorized

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Page 1: PROJECT: AIR COTE D’IVOIRE MODERNIZATION & EXPANSION ... · Currency Equivalents August 2017 UA 1 = 1.40775 UA 1 USD = 1.20043 EUR UA 1 = 787.43046 Euro 1 CFA = 1.1727 USD Fiscal

AFRICAN DEVELOPMENT BANK GROUP

PROJECT: AIR COTE D’IVOIRE MODERNIZATION

& EXPANSION PROGRAM

COUNTRY: COTE D’IVOIRE

PROJECT APPRAISAL REPORT

PICU DEPARTMENT

October 2017

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Page 2: PROJECT: AIR COTE D’IVOIRE MODERNIZATION & EXPANSION ... · Currency Equivalents August 2017 UA 1 = 1.40775 UA 1 USD = 1.20043 EUR UA 1 = 787.43046 Euro 1 CFA = 1.1727 USD Fiscal

TABLE OF CONTENTS

1. STRATEGIC THRUST AND RATIONALE OF THE PROJECT............................................. 1 1.1 Project Linkages with Country Strategy and Objectives ..........................................................................1

1.2 Rationale for the Bank’s Involvement ......................................................................................................1

1.3 Donor Coordination ..................................................................................................................................3

2. PROJECT DESCRIPTION ............................................................................................................ 4 2.1 Project Objectives and Components .........................................................................................................4

2.2 Technical Solution Retained and Alternative Solutions Considered ........................................................5

2.3 Project Type..............................................................................................................................................6

2.4 Project Cost Estimate and Financing Mechanisms ...................................................................................7

2.5 Project Area and Beneficiaries .................................................................................................................9

2.6 Participatory Approach to Project Identification, Design and Implementation ...................................... 10

2.7 Bank Group Experience and Lessons Reflected in Project Design ........................................................ 10

2.8 Key Performance Indicators ................................................................................................................... 11

3. PROJECT FEASIBILITY ............................................................................................................ 11 3.1 Financial & Economic Performance ....................................................................................................... 11

3.2 Environmental and Social Impact ........................................................................................................... 13

3.3 Implementation Arrangements ............................................................................................................... 15

3.4 Monitoring and Evaluation ..................................................................................................................... 18

3.5 Governance ............................................................................................................................................. 18

3.6 Sustainability .......................................................................................................................................... 19

3.7 Risk Management ................................................................................................................................... 19

3.8 Knowledge Development ....................................................................................................................... 20

4. LEGAL FRAMEWORK ............................................................................................................... 20 4.1 Legal Instrument ..................................................................................................................................... 20

4.2 Conditions Associated with the Bank’s Intervention .............................................................................. 20

4.3 Conformity with Bank Policies .............................................................................................................. 21

5. RECOMMENDATION ................................................................................................................. 21

APPENDIX 1: SUMMARY OF ISSUES TO CLARIFY DURING THE INFORMAL BOARD SESSION ON ACI

ANNEX I: COUNTRY MAP

ANNEX II: COMPARATIVE SOCIO-ECONOMIC INDICATORS OF CÔTE D’IVOIRE

ANNEX III: NATIONAL ACTIVE PROJECTS AS OF MAY 2017

ANNEX IV: ORGANISATIONAL STRUCTURE OF AIR CÔTE D’IVOIRE

ANNEX V: AIR CÔTE D’IVOIRE: FINANCIALS

ANNEX VI : ORGANISATIONAL STRUCTURE OF AIR CÔTE D’IVOIRE

LIST OF TABLES

No Title Page

1 Estimated Project costs per component 7

2 Source of Financing 7

3 Project activities financed by ADB Sovereign Loan and ADF PBA 8

4 Air Côte D’Ivoire Operational Data 12

5 Schedule for New Capital increase 12

6 Sensitivity Analysis 13

7 Economic Analysis 13

8 Project Monitoring and Supervision Schedule 18

9 Project Risk Matrix 19

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Currency Equivalents August 2017

UA 1 = 1.40775

USD UA 1 = 1.20043

EUR UA 1 = 787.43046

CFA Euro 1 = 1.1727

USD

Fiscal Year 1st January – 31st December

Weights and Measures

1 metric ton = 2204 pounds

1 metre (m) = 3.28 feet

1 millimetre (mm) = 0.03937 inch

1 kilometre (km) = 0.62 mile

1 hectare (ha) = 2.471 acres

Acronyms and Abbreviations ACI : Air Côte D’Ivoire

AfDB : African Development Bank

ADF : African Development Fund

AFRAA : Africa Airline Association

ANAC : Autorité Nationale de l’Aviation Civile

BFE : Buyer Furnished Equipment

CFA : Communauté Financière Africaine

CPPR : Country Portfolio Performance Review

CSP : Country Strategy Paper

DSCR : Debt Service Cover Ratio

EBIT : Earnings before Interest and Tax

GoC : Republic of Côte D’Ivoire

GDP : Gross Domestic Product

ICAO : International Civil Aviation Organization

IDEV : Independent Development Evaluation

IFMIS : Integrated Financial Management and Information System

IAAG : Institut Aeronautique Amaury de la Grange

INP-HB : Institut National Polytechnique Félix Houphouët-Boigny

NDP : National Development Plan

NPV : Net Present Value

PCR : Project Completion Report

PDP : Pre Delivery Payments

PFM : Public Financial Management

PPP : Public Private Partnership

PRG : Partial Risk Guarantee

RPK : Revenue Passenger Kilometers

SMH : Short Medium Haul

SOE : State Owned Enterprise

SPV : Special Purpose Vehicle

TA : Technical Assistance

WAEMU : West African Economic and Monetary Union

WCA : West and Central Africa

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ii

PROJECT INFORMATION SHEET

Client Information

Borrower: REPUBLIC OF CÔTE D’IVOIRE

Project Area: REGIONS OF ABIDJAN, CÔTE D’IVOIRE AND WEST AFRICA

Executing Agencies: AIR CÔTE D’IVOIRE

Financing Plan

Key African Development Bank (AfDB) Financial Information

ADB Loan Financing Terms

Loan currency: Euro (EUR)

Type of Loan: Fully flexible loan

Maturity: 20 years, including the grace period

Grace period: 5 years

Average Loan Maturity TBD (function of the maturity, grace period and amortization profile)

Repayments: Six monthly instalments

Interest rate: Base rate + Funding margin + Lending spread + Maturity premium

Base rate: Floating base rate (EURIBOR EUR - 6 months, reset each 1st February and 1st

August). A free option for determination of the base rate is available

Funding margin: The Bank’s funding margin is revised every 1st January and 1st July and applied

every 1st February and 1st August with the base rate

Lending spread: 80 basis points (0.80%)

Maturity premium: 0.20%

Option to convert the Base Rate In addition to the free option to fix the floating Base Rate, the borrower may

reconvert the fix rate to floating or refix it on part or full disbursed amount.

Transaction fees are payable1

Option to cap or collar the Base

Rate

The borrower may cap or set both cap and floor on the Base Rate to be applied

on part or full disbursed amount

Transaction fees are payable

Option to convert loan currency The borrower may convert the loan currency for both undisbursed or disbursed

amounts in full or part to another approved lending currency of the Bank

Transaction fees are payable

Front-end fees 0.25% of the loan amount,

Commitment fee 0.25% per year of non-disbursed amount starts to accrue 60 days after the date of

signature of the loan agreement and is payable on the set payment dates.

FRR Not Applicable

ENPV (baseline scenario): US$32.227 million

ERR (base-case scenario): 17.6%

1 Conversion options and transaction fees are subject to the Bank Conversion Guidelines

FE LC Total Cost FE LC Total

Cost

FE LC Total Cost

A. Aircraft Acquisition (5 No) 222.222 - 222.222 185.118 - 185.118 145,767.684 - 145,767.684 100% 87%

ADB Sovereign (Loan) 51.164 - 51.164 42.621 - 42.621 33,561.234 - 33,561.234 23% 20%

ADB Non-Sovereign (Loan) 42.637 - 42.637 35.518 - 35.518 27,967.695 - 27,967.695 19% 17%

INVESTEC (Loan) 25.582 - 25.582 21.311 - 21.311 16,780.617 - 16,780.617 12% 10%

Commercial Banks (Loan) 69.506 - 69.506 57.901 - 57.901 45,592.984 - 45,592.984 31% 27%

Air Cote d'Ivoire (Equity) 33.333 - 33.333 27.768 - 27.768 21,865.153 - 21,865.153 15% 13%

B. Technical Assistance 0.665 12.928 13.594 0.554 10.770 11.324 436.296 8,480.502 8,916.798 5% 5%

ADF PBA (Loan) 0.665 3.496 4.161 0.554 2.912 3.467 436.296 2,293.351 2,729.647 31% 2%

Air Cote d'Ivoire (Equity) - 9.432 9.432 - 7.857 7.857 - 6,187.151 6,187.151 69% 3%

C. Credit Enhancement 17.055 - 17.055 14.207 - 14.207 11,187.078 - 11,187.078 100% 7%

ADF PBA (Guarantee) 17.055 - 17.055 14.207 - 14.207 11,187.078 - 11,187.078 100% 7%

D. Audit - 0.102 0.102 - 0.085 0.085 - 67.122 67.122 100% 1%

ADF PBA (Loan) - 0.102 0.102 - 0.085 0.085 - 67.122 67.122 100% 1%

TOTAL PROJECT COST 239.942 13.031 252.973 199.879 10.855 210.734 157,391.058 8,547.624 165,938.682 100% 100%

SOURCE % of

Component

% of

Project

EUR (million) UA (million) CFA (million)

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iii

ADF Partial Risk Guarantee & ADF Loan Financing Terms

FINANCING INSTRUMENT ADF PRG ADF LOAN

Purpose Guarantee to cover lease payments from ACI

to the SPV

TA & Audit

Commitment Currency UA UA

Disbursement/Guaranteed

Obligations currency

EUR EUR

Amount EUR17.055 million

equivalent (US$20 million)

EUR4.264 million

equivalent (US$5 million)

Interest Rate NA 1%

Service charge NA 0.75%

Commitment Fee NA 0.50%

Guarantee Fee Equivalent to an ADF loan service charge of

0.75% per annum on the face value of the

drawn portion of the Guaranteed Amount.

NA

Front-end Fee 1.00% of the face value of the Guarantee. NA

Standby Fee Equivalent to an ADF loan commitment fee

of 0.50% per annum and will be charged on

the face value of undrawn portion of the

Guaranteed Amount

NA

Other Fees Legal and other out of pocket expenses

incurred by the ADF during the initiation,

appraisal and underwriting process of a

guarantee, other than the Banks traditional

operational expenses, will be charged to the

beneficiary

NA

Tenor 12 years 25 years

Grace Period 2 years 5 years

Duration – Processing Milestones (projected)

Activities (Month, Year)

Approval of the concept note May 2017

Project approval September 2017

Effectiveness October 2017

Last disbursement December 2023

Completion July 2022

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iv

PROJECT SUMMARY

General Overview of Project

1. The Ivorian economy has performed quite well in the past decade, whilst demonstrating resilience to

economic headwinds. The economy grew 8.9% in 2015 and 8.4% in 2016. While growth is expected to

slow slightly in 2017 at 7.3%, mainly due to decline in agricultural exports, the economy is expected to

rebound to 8.1% in 2018. Diversification of the economy and the quality of same is essential to support

and sustain economic growth. In view of diversification, Côte D’Ivoire’s geographical location

alongside its commercial and demographic assets, positions it as an aviation hub in West and Central

Africa region (WCA), with the ease to connect traffic from within the continent and to the outside world.

The Government of the Republic of Côte D’Ivoire (GoC) is keen to leverage this national advantage to

develop Abidjan into a hub and to respond to the growing demand for an aviation hub to serve the WCA

region. This objective is well defined in the country’s National Development Plan (NDP 2016 - 2020)

and its Vision 2040, and Air Côte D’Ivoire (ACI), “a national carrier”, is expected to play a crucial role

towards its actualization. The proposed Air Côte D’Ivoire Modernization & Expansion Program (“the

Project”) is aimed at repositioning ACI to deliver on this mandate.

2. The Project is a PPP intervention with a mix of financing, knowledge, and policy solutions. It

involves: (i) acquisition of 5 Airbus 320 series aircrafts2 via a lease buyback (bankruptcy remote Special

Purpose Vehicle (SPV)) structure, (ii) an ADF Partial Risk Guarantee (PRG) with guarantee coverage

of EUR17.055 million (equivalent US$20 million) with only US$4.264 million or UA3.552 million of

the country’s PBA will be set aside to backstop ACI’s annual lease payment commitments to the SPV

that has been created to ring-fence the aircrafts, (iii) Technical Assistance Package for aviation industry

capacity development - training of pilots and aviation technicians, and a business plan towards

establishing an Aviation Training center of excellence, and support to improving aviation business

climate with regard to Tax, Fees, and Charges and (iv) financial and procurement audit of the

components financed by the Bank. The Project will beef-up the Airline’s capacity to execute its 10 year

growth strategy (2017–26). The total project cost is estimated at EUR252.973 million. The Project is

first of its kind for the Bank with a novel transaction structure which records another first in the use of

the Bank’s Partial Risk Guarantee for the Transport sector in Africa.

3. The Project supports the regional integration strategies (RISPs) for West Africa and Central Africa

(2011–2017: both RISPs period) which promotes investments in regional transport infrastructure and

transport facilitation measures to boost regional integration. It is also in line with the Bank’s Country

Strategy Paper (CSP) 2013-2017 for Côte D’Ivoire which anchors on two pillars: (i) Strengthening of

governance and accountability and (ii) Infrastructure development in support of economic recovery.

The Project aligns with the Bank’s Ten Year Strategy (TYS), and Hi5 priorities in terms of (i) “Integrate

Africa” by improving air connectivity in WCA region and enhancing intra-regional trade and (ii)

“Improving the quality of life of the people of Africa” through Tourism and its related jobs creation and

private sector development. The Project also complements the Bank’s Transport policy in supporting

core transport/aviation infrastructure development, regional integration, and technical skill capacity

building. It is tandem with the Bank’s Private Sector Development Strategy in developing productive

and competitive enterprises. This Project would contribute towards job creation, private sector

development, tourism, and improve access to transport to +73 million people under ADF 14 cycle.

Needs Assessment

4. Despite growing at an annual average of +9% between 2009 and 2014 (above global average of 5.8%,

and Africa average of 6.1%) with projected growth at 7% from now till 2020, West and Central Africa

region remains the most poorly connected and disadvantaged aviation market in the continent with huge

2 The acquisition of five aircrafts including: two A320CEO, three A320NEO (with the option to convert the last two A320NEO aircrafts

to A319NEO as per the purchase agreement signed with AirBus and based on traffic demand/competition).

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v

suppressed demand – a situation that as hampered regional growth and integration. While intra-Africa

trade is currently at 18% - the lowest globally, a deeper analysis of the regional economic communities

(RECs) is even more unpromising. Intra-trade of total Africa trade in ECOWAS (8.9%) and CEMAC

(2.1%) lag behind other RECs e.g. SADC (19.3%), EAC (18.4%) due to poor regional transportation

links – air, road, and sea.

5. Today, WCA region experiences an aviation market failure. While other regions in the continent

have developed aviation hubs and air corridors with significant boost on regional economic growth -

Johannesburg (Southern Africa), Casablanca and Cairo (Northern Africa), Addis Ababa and Nairobi

(Eastern Africa), all backed by strong national carriers with considerable public support, WCA region

is lacking – there is no national carrier in the region that can support intra-regional connectivity and no

viable hub(s), albeit Lomé (home to ASKY) which appears as an emerging hub, but is quite small

compared to: (i) the region’s market size and (ii) to busier airports such as Lagos, Abidjan, and Accra.

Insufficient and/or poorly developed nature of other modes of transport makes air transport a vital and

inevitable alternative to link countries in the WCA region. This Project would therefore support ACI -

a young Short and Medium Haul (SMH) Airline with positive signs of growth, to contribute towards

addressing the connectivity deficit in WCA region by improving air connectivity, enhancing market

competition, and boosting regional trade and integration. It is noted that the airport of Abidjan is

undergoing an expansion process including construction of a new terminal and parallel taxiway to

support ACI’s business plan and the Abidjan Hub Development Agenda. The funds for the airport

expansion have been secured and procurement has already commenced.

Value-added for the Bank

6. The Bank is already supporting the aviation sector in WCA and the continent at large. These include:

i) infrastructure development such as the new terminal construction at the Kotoka International Airport

in Accra, Ghana, and construction of the Blaise Diagne International airport in Dakar, Senegal, etc; ii)

promotion of aviation safety through the PASTACO and COSCAP projects; iii) aircraft financing to

Ethiopian airlines; iv) Technical Assistance support to AFCACA on implementation of the YD. Given

these foregoing interventions, the Bank is seeking to develop a strategic framework to guide its

interventions and provide solutions on addressing the bottlenecks of Africa’s Aviation industry. The

approach paper provided to date indicate that the main challenges and cost structures (60% aggregate)

include Aircraft financing, Fuel & Oil cost, Maintenance & Overhaul, crew cost, and capacity building.

The Bank’s role in this Project will create broad-based value and comprehensively addresses the above

challenges and growth needs of ACI, without which the transaction will otherwise be very costly and

hardly bankable. The solution provides long term financing for ACI at cost-effective terms, crowds-in

commercial lenders, and positions ACI on its ramp up growth plan, with increased operational capacity

and cost efficiency. Through the Technical Assistance package, the capacity of the region’s aviation

industry will be further enhanced.

Knowledge Management

7. The project will provide the Bank an opportunity to deepen its knowledge on aviation finance, beef-

up understanding on the key issues affecting the industry, and maximizing the impact of the aviation

sector in stimulating regional integration, trade, job creation, and economic growth. The monitoring and

evaluation of impact from the Project have been specifically designed to build and disseminate this

knowledge to the entities in charge of aviation policies at the national and regional levels. The key

lessons and knowledge gained in designing this novel transaction structure could serve as a model to be

replicated in future aviation finance projects.

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vi

Results-Based Logical Framework of the Project

Country and project name: Air Cote D’Ivoire (ACI) Modernization & Expansion Program

Purpose of the project: is to develop the Air transport sector in West and Central Africa through the modernization and expansion of ACI and beefing up its capacity to implement its 10 year growth strategy (2017 – 26)

with the ultimate aim to drive national/regional economic integration and trade

RESULTS CHAIN PERFORMANCE INDICATORS MEANS OF

VERIFICATION RISKS/MITIGATION MEASURES

Indicator (incl. CSI) Baseline Target

IMP

AC

T

(i) Aviation contribution to economic

growth

(ii) Regional integration and Trade

facilitation

(i) Percentage of GDP

(ii) Passenger Traffic & % cargo growth

facilitate by aviation (ACI)

(i) 2.7%

(ii) 719,972 PAX , 0%

2016

(i) 4%

(ii) over 1.2 million PAX, 35%

By 2030

Ministry of Plan Annual

Report

World Travel & Tourism

Council Report

Risks

ACI Modernization & Expansion Program is

not implemented and ACI is unable to execute

its 10 year strategy.

INP-HB fails to execute Business Plan for the

TA Training Program.

Mitigation Measures

Broad stakeholders’ engagement is sustained.

ACI and INP-HB have requisite experience

and commitment to fully implement the 10

year strategy and TA program respectively. OU

TC

OM

ES

i) Improved National and Regional

connectivity

ii) Increased no. of passengers

iii) Boost in Tourism

iv) Improved aviation industry

capacity

v) Increased Airport Capacity

i) No. of Domestic and Regional

connections

ii) No. of Passengers

iii) Revenue generated from tourism

iv) % of local pilots and technicians

v) Capacity of airport (passengers/yr)

i) 3 Domestic, 19 Regional

ii) 719,972 passengers

iii) CFA346bn

iv) 20%

v) 3 million passengers/yr

2016

i) 5 Domestic; 23 Regional destinations

ii) 1,039,329 passengers

iii) CFA563bn

iv) 60%

v) 8+ million passengers / yr

By 2026

ANAC Annual Reports

Air Cote D’ Ivoire (ACI)

Annual Report

INP-HB Program

Reports

OU

TP

UT

S

(i) Aircraft Acquisition is successful

(ii) Training of Pilots and Technicians

is concluded

(iii) Jobs creation

(iv) Consultancy for Business Plan for

INP-HB is concluded

(v) Aviation Policy study is

concluded

(vi) Resource Mobilization from

Commercial banks via ADF PRG

is successful

(vii) Financial audit services completed

i) No. of Aircrafts purchased and ring-

fenced in SPV

ii) No of Pilots and Technicians trained

iii) No. of direct and indirect jobs created

(gender disaggregated)

iv) Business plan is approved

v) Aviation policy study

recommendations adopted by

Government

vi) Commercial lenders leveraged by

PRG

vii) Audit reports completed

(i) 0

(ii) 0

(iii) 529 direct; 1,600

indirect jobs

(iv) 0

(v) 0

(vi) 0

(vii) 0

2016

(i) A320/A319 (x5) purchased

(ii) 47 pilots, 45 Technicians trained (35%

female)

(iii) 684 direct; 3,000 indirect (35%)

(iv) Business Plan is adopted

(v) Aviation policy study adopted

(vi) At least US$111.5 million

commercial lending is mobilized

(vii) All Audit reports cleared and

accepted by the Bank

By 2020

Supervision Reports

Project completion

report.

Risks (detailed matrix captured in table 9)

i) Financing; ii) Environmental; iii)

Operational; iv) Regulation; v) Market

Mitigation measures

i)ADF PRG will help leverage commercial

lenders to close the transaction; ii) New fleet

will result in reduced CO2 emissions and

carbon footprint; iii) New acquisition will

improve cost structure; iv) ANAC and ICAO

regular inspections and audits; v) ACI’s

implementation of its business plan

KE

Y A

CT

IVIT

IES

COMPONENTS INPUTS

A. Aircraft Acquisition

B. Technical Assistance –

i) Pilot Training Program

ii) Aviation Technical Training Program

iii) Study to improve Aviation Policy environment

iv) TA Business Plan INP-HB

C. Partial Risk Guarantee – to backstop ACI lease payment

D. Audit

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vii

Implementation Schedule

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84

11Study to improve Aviation Policy

environment

12Strategy and Business Plan for INP-

HB

2023

Q1 Q2 Q3 Q4

2022

Q1 Q2 Q3 Q4

2021

Q1 Q2 Q3 Q4Q1 Q2 Q3 Q4

20202019

Q1 Q2 Q3 Q4

10Training of Technicians (5No batches)

(120)

11 Financial Audit

2018Task Name ID

7 Delivery of 4th Aircraft

8 Delivery of 5th Aircraft

9 Training of Pilots (5No batches) (77)

4 Delivery of 1st Aircraft

5 Delivery of 2nd Aircraft

6 Delivery of 3rd Aircraft

1 Project Approval

2 Loan Signature

3 Loan Effectiveness

Q3 Q4

2017

Q1 Q2 Q3 Q4 Q1 Q2

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1

MANAGEMENT REPORT AND RECOMMENDATION TO THE BOARD OF DIRECTORS ON

THE PROPOSAL TO AWARD A LOAN TO CÔTE D’IVOIRE TO FINANCE THE AIR CÔTE

D’IVOIRE MODERNIZATION & EXPANSION PROGRAM

Management hereby submits this report and recommendation concerning a proposal to award ADB

sovereign loan of EUR51.164 million (US$60.000 million equivalent), an ADF loan of UA3.552

million (EUR4.264 million or US$5.000 million) and an ADF Partial Risk Guarantee (“PRG”) of

EUR17.055 million (US$20.000 million equivalent of which EUR4.264 million or US$5.000 million

equivalent or UA3.552 million will be set aside from Côte D’Ivoire’s PBA) to the Republic of Côte

D’Ivoire to finance the Air Côte D’Ivoire Modernization & Expansion Program.

1. STRATEGIC THRUST AND RATIONALE OF THE PROJECT

1.1 Project Linkages with Country Strategy and Objectives

1.1.1 Côte D’Ivoire’s geographical location alongside its commercial and demographic assets, positions

it as an aviation hub in West and Central Africa region (WCA), with the ease to connect traffic from

within the continent and to the outside world. The Government of the Republic of Côte D’Ivoire (GoC)

is keen to leverage its national advantage to develop Abidjan into a hub and to respond to the growing

demand for an aviation hub to serve the WCA region. This objective is articulated in the country’s

National Development Plan (NDP 2016 - 2020) of which Air Côte D’Ivoire (ACI), “a national carrier”,

plays a very critical role towards its actualization. The proposed Air Côte D’Ivoire Modernization &

Expansion Program (“the Project”) is aimed at repositioning ACI to deliver on this mandate.

1.1.2 The Project supports the regional integration strategies (RISPs) for West Africa and Central Africa

(2011–2017: both RISPs period) which promotes investments in regional transport infrastructure and

transport facilitation measures to boost regional integration, aligned with the Economic Community of

West African States (ECOWAS) Vision 2020, and Economic Community of Central African States

(ECCAS) Vision 2025. It is also in line with the Bank’s Country Strategy Paper (CSP) 2013-2017 for

Côte D’Ivoire, which anchors on two pillars: (i) Strengthening of governance and accountability and

(ii) Infrastructure development in support of economic recovery. The Project aligns with the Bank’s

Ten Year Strategy (TYS), and Hi5 priorities in terms of (i) Integrate Africa by improving air

connectivity in WCA region and enhancing intra-regional trade and (ii) “Improving the quality of life

of the people of Africa” through Tourism and its related jobs creation and private sector development.

The Project also complements the Bank’s Transport policy in supporting core transport/aviation

infrastructure development, regional integration, and technical skill capacity building. It is tandem with

the Bank’s Private Sector Development Strategy in developing productive and competitive enterprises.

1.2 Rationale for the Bank’s Involvement

1.2.1 Addressing Aviation Market Failure in West and Central Africa (WCA) Region –The

1970s/80s saw African airlines accounting for over 60% of inter-Africa traffic with positive

consequences on trade and integration. Over the same period, almost all the countries in WCA region

were connected by airlines notably Ghana Airways, Nigeria Airways, and Air Afrique - which covered

11 States. Unfortunately, these airlines failed, due to mismanagement and a complex ownership

structure (particularly for Air Afrique), leaving a huge vacuum. Today, WCA region faces an aviation

market failure. While other regions in the continent have developed aviation hubs and air corridors with

significant boost on regional economic growth - Johannesburg (Southern Africa), Casablanca, and Cairo

(Northern Africa), Addis Ababa and Nairobi (Eastern Africa), all backed by strong national carriers

with considerable public support, WCA region is lacking – there is no national carrier in the region that

can support intra-regional connectivity and no viable hub(s), albeit Lomé (home to ASKY) which

appears an emerging hub, but is small compared to the region’s market size and to busier airports such

as Lagos, Abidjan, and Accra. It is to be noted that airport infrastructure expansions and upgrades are

presently ongoing in several WCA cities, as such there is considerable capacity to cater for current and

near future passenger traffic demand. In Abidjan in particular, the main international airport is currently

undergoing an expansion program which includes construction of a new terminal and parallel taxiway to support ACI’s business plan and the Abidjan Hub Development Agenda. The funds for the airport expansion

have been secured and procurement has already commenced.

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1.2.2 Furthermore, although 12 airlines (mainly domestic airlines in Nigeria) operate in WCA region,

there is little or no competition on the regional market, which is presently served by ASKY. All

Attempts by countries in the region to grant Fifth Freedom rights3 (quite extensive than any part of the

continent) to airlines from outside the region and the continent4 have not sufficiently tackled the issue

of poor and fragmented regional connectivity and integration. There is a growing consensus among

development partners that the use of concessional finance to support directly the private sector could

be justified in situations of market failures. The Bank’s intervention would help to address gaps in

WCA region aviation market, improve air connectivity, and enhance market competition.

1.2.3 Promoting private sector development in an ADF country – Access to Aviation Finance for

Africa Airlines is limited and inadequate, and where available is quite expensive particularly for start-

up airlines such as Air Côte D’Ivoire, due to perceived and real risks. Air Côte D’Ivoire sought financing

from commercial banks but was unable to obtain long-term financing for its aircraft acquisition. Indeed,

very few commercial banks could offer short to medium term financing but at prohibitive terms, with

required guarantees from the state, which the government was not in a position to provide. There is no

aviation leasing platform on the continent while access to aircraft lease market abroad is also more

costly for Africa Airlines compared to their counterparts in other regions (Europe, Asia, North

America etc.). Export Credit Agencies (ECAs) have played a useful role, and remain a source of

financing, however they have become unstable source of financing recently.

1.2.4 During the ADF14 replenishment, the Fund mandated the Bank to promote innovative financing

and policy solutions to address the peculiar needs of the private sector in ADF countries and to crowd

in resources from the private sector via the use of guarantees. Under the recent Presidency of Germany,

the G20 strongly called on Multilateral Development Banks (MDBs) to scale up innovative financing

solutions to mobilize more private sector investment in Africa, by de-risking investments to crowd in

private capital, and promoting Public Private Partnerships (PPPs). Also, a number of bilateral and

development partners have embraced the use of blended finance, as a way to align the financial returns

of projects with their socio-economic returns5. The Bank has also leveraged blended finance in availing

ADF resources through a sovereign entity that invested into a private sector project, while the ADB

directly funded the private sector component of the transaction. Other interventions have been via

dedicated trust funds such as the Sustainable Energy Fund for Africa (SEFA), and the Green

Environment Fund (GEF) etc.

1.2.5 The Bank’s intervention on this project is a PPP solution, which aligns with the above

objectives in supporting a state owned enterprise with significant socio-economic returns of regional

dimension. The Bank is deploying a combination of innovative financing and policy tools which

include an ADF PRG to de-risk the transaction and crowd in about US$112 million from commercial

banks – a leverage factor (1:22 times - ADF PBA allocation to private capital mobilised). Blended

finance from ADB Sovereign and Non-Sovereign windows to support private sector development via

facilitating long term cost effective financing to a start-up Airline operating from an ADF country, with

positive signs of growth, and goal to contribute towards addressing the connectivity deficit in WCA

region. The Bank’s support is also improving aviation business climate by supporting reforms in

aviation Tax, Fees, and Charges, while building industry capacity through the training of pilots and

aircraft technicians. Without the Bank’s intervention the transaction would hardly be bankable.

1.2.6 Supporting Regional public good to boost regional integration – The regional economic

communities (RECs) in WCA region - ECOWAS and Central African Economic and Monetary

Community (CEMAC), have the core mandate to drive regional economic integration. While both RECs

have made progress in restoring peace, containing conflicts, and facilitating the free movement of goods

3 The fifth freedom right is the right for one to fly between two foreign countries on a flight originating or ending in one's own country. 4 Non-African airlines carry over 75% of traffic from the continent, most of which are outbound from the continent with limited impact

on intra-regional traffic. 5 The World Bank, IFC, the EU via the EU Africa Investment Facility, the Intra-American Development Bank and bilateral development

banks such as KfW and CDC have all deployed blended finance facilities to crowd in capital and promote private sector development.

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and people, the initial aspirations of regional integration have not been met, particularly in deepening

trade and economic cooperation. WCA region remains the most poorly connected and underserved in

the continent – a situation that as hampered regional growth. While intra-Africa trade is currently at

18% - the lowest globally- a deeper look into the RECs is even more depressing. Intra-trade of total

Africa trade in ECOWAS (8.9%) and CEMAC (2.1%) trail other RECs e.g. SADC (19.3%), EAC

(18.4%) due to poor regional transportation connectivity6 – air, road, and sea.

1.2.7 Insufficient and/or poorly developed nature of other modes of transport makes air transport a vital

and inevitable alternative to link countries in WCA region. Overcoming disadvantages arising from

geographic isolation and fragmentation, is a key focus of the ADF which aims to address the

gaps/challenges of regional integration, and to link countries to regional markets. The foregoing also

complements the objectives of “Integrate Africa” priority of the Hi5s which aims to create regional

value chains, leverage complementarities and reduce the costs of movement of goods, services and

people in order to exploit the continent’s huge market potential. The project supports the aspiration of

the RECs in WCA region towards regional integration and would create a considerable regional

public good in a region with the most disadvantaged aviation market, by facilitating connections to

23 destinations and boosting regional integration and trade. The project will ultimately contribute to

the overarching goal of ADF14 to improve access to transport to +73 million people.

1.2.8 In addition to the above, it is worth noting that this Project is expected to positively contribute to

inclusive growth, through its support to three core dimensions of inclusion, namely economic, spatial

and social inclusion. More specifically, the following outcomes are expected: i) contribution to

economic inclusion: the project is expected to help increase economic opportunities for 400 people

through the creation of new direct jobs for them. This corresponds to 1.27 job per million invested,

which is considered as satisfactory. ii) contribution to spatial inclusion: It is expected that Air Cote

d’Ivoire’s expansion and modernization plan will help further unlock 6 transitions states (including

Democratic Republic of Congo, Mali, Liberia, Sierra Leone, Togo and Central Africa Republic) by

generating incremental traffic on Air Cote d’Ivoire’s regional routes connecting them with other

countries. In particular, as a result of the project, Central Africa Republic will be added to Air Cote

d’Ivoire’s destinations network, which should further integrate this transition state with the rest of the

continent. iii) contribution to social inclusion: The project is expected to contribute to narrow the

gender gap in economic opportunities in Cote d’Ivoire by creating 136 new female jobs. This represents

34% of total incremental jobs to be created under the plan, which is higher than the share of female

employment in the non-agricultural sector in Côte d’Ivoire (21%).

1.3 Donor Coordination

1.3.1 Aid coordination is structured at the national and sectoral levels with the formation of working

groups, establishment of the External Resources Mobilization Committee (COMOREX) and

preparation in 2014 of a Joint Aid Coordination Programme. The National Coordination and Financing

System established is a five-level system comprising the National Development Commission chaired

by the Presidency of the Republic, and then a first general coordination level chaired by the Prime

Minister’s Office, which consists of inter-ministerial coordination bodies and the COMOREX platform,

followed by ministerial coordination bodies (technical secretariats) co-chaired by the Ministries of the

Economy and Planning and lastly sectoral coordination groups.

1.3.2 There is also a Development Partner (DP) consultation mechanism which helps to define the

common positions and guidelines for discussions with the Government. It is organised into three levels,

namely the Ambassadors and Mission Heads Consultative Framework, the heads of cooperation

committees and thematic groups. The EU chairs the "Infrastructure" thematic group comprising the

"Transport", "Water and Sanitation", and "Energy and ICT" sub-groups. In addition to the above-

mentioned mechanism, regular consultations are held with the Government to address specific issues.

Details of the donors’ activities are presented in Annex III.

6 Africa regional integration index report (2016) - ECOWAS and ECCAS have a regional infrastructure index of 0.426 and 0.451

respectively below 0.461 average of the 8 RECs in the continent.

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2. PROJECT DESCRIPTION

2.1 Project Objectives and Components

Project Objectives

2.1.1 The overall objective of the project is to boost national/regional economic growth and integration

by developing the aviation sector in West and Central Africa. This will promote job creation, trade,

tourism, and private sector development. Specifically, the project will improve national/regional

connectivity and support the Abidjan aviation hub concept. It will also address the human capital deficit

in the aviation sector by supporting the training of pilots and aviation technicians while facilitating a

business plan to establish a regional aviation training center of excellence, at INP-HB, Yamoussoukro.

Project Design

2.1.2 The Project is first of its kind for the Bank with a novel transaction structure (see Figure 2 for

transaction structure), which leverages blended finance of ADB Sovereign and Non-Sovereign

resources, and ADF Partial Risk Guarantee (PRG), to address market failure in the most disadvantaged

aviation market in the continent, using global best practice and widely used lease buy back aviation

finance principles. The Project records a major mark as the first use of the Bank’s PRG for the

Transport sector in Africa.

2.1.3 The Project consists of the following main components: The funding of the Technical Assistance

Package and ADF PRG will be funded by the Performance-Based Allocation (PBA) of Côte D’Ivoire

under ADF-14.

A. Aircraft Acquisition – EUR222.222 million (equivalent to UA185.118 million). This component

entails acquisition of 5 Airbus A320 series aircrafts7, including “Buyer Furnished Equipment” (BFE)

aligned to ACI’s specification. The purchase will replace five A320-200s currently being dry leased

on costly terms. Delivery of the aircrafts is as follows: 1st aircraft was delivered in July2017, 2nd

aircraft is due in October 2017, while the remaining 3 aircrafts will be delivered in 2020/2021.

B. Technical Assistance (TA) Package – EUR13.594 million (equivalent to UA11.324 million)

i) Aviation Technical Training Program – EUR12.928 million (equivalent to UA10.770 million): This component will cover Aviation Technical Training Program of additional 77 Aircraft Pilots and

120 Technicians over ACI’s business plan period (2016–2026). The executing agency for this

component will be INP-HB. The Bank will co-finance this component via an ADF loan EUR3.496

million – EUR2.676 million for the 1st and 2nd batch of Pilot training (in 2017 and 2018) and

EUR0.820 million for the 1st batch of Aircraft Technician training (in 2018). ACI will contribute

EUR9.432 million towards the training program and will cover the costs for training of the 3rd, 4th

and 5th batch of pilots and the 2nd, 3rd, 4th and 5th batch of aviation technicians commencing 2019 to

2026. The TA intervention will boost ACI’s capacity and cost efficiency, and by extension address

the glaring technical capacity gap in the region’s aviation market/industry. To achieve a better gender

balance in the Aviation work force, the TA will strive to achieve a 35:65 female to male balance by

2025 from the 10:90 female to male ratio in the program presently.

ii) Study To Improve Aviation Policy Environment – Support for reform in Tax, Fees & Charges

(TFCs) – EUR0.324 million (equivalent to UA0.270 million): This component would provide

technical assistance support towards improving aviation business environment via a study aimed to

reform aviation market Tax, Fees, and Charges (TFCs).

iii) Development of Aviation Training Program and Business Plan for INP-HB – EUR0.341 million

(equivalent to UA0.284 million): This component would finance a business plan to establish a

regional aviation training center of excellence at INP-HB, Yamoussoukro under PPP, and INP-HB

will be the executing agency. The center is expected to serve the region’s aviation market/industry

7 The acquisition of five aircrafts including: two A320CEO, three A320NEO (with the option to convert the last two A320NEO aircrafts

to A319NEO as per the purchase agreement signed with AirBus and based on traffic demand and competition).

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by offering aviation training program in both English and French, thereby attracting candidates

across the region. Both the theory and practical components of the training will be in-country saving

valuable forex.

C. ADF Partial Risk Guarantee (PRG): This component will provide a vital ADF PRG8 with

guarantee coverage of EUR17.055 (US$20.000 million equivalent of which only EUR4.264

million or US$5.000 million or UA3.552 million of the country’s PBA will be set aside) to

backstop ACI’s annual lease payment commitments to the Special Purpose Vehicle that has been

created to ring-fence the aircrafts (see transaction structure – Figure 1). The PRG is covering the risk

of breach of contract (failure by the state-owned entity ACI to make payment under the lease

agreement). It will use a letter of credit (L/C) structure via a commercial bank (L/C Bank) to be

selected by the Bank and ACI. The PRG will backstop the failure by the L/C Applicant (ACI) to

reimburse the L/C Bank amounts drawn by the L/C Beneficiary (the SPV) under the L/C, following

the occurrence of a breach of contract. The PRG will cover both principal and interest payments

under the L/C. It would help crowd-in cost-effective financing of up to EUR95.088 million from

Commercial Lenders to the Project at competitive tenor and terms – about 6 times multiplier factor

of the guarantee coverage to the PRG. The ADF PRG will have a cross-guarantee with GoC, whereby

the Government undertakes to repay to the Fund any amount paid under the guarantee.

D. Audit – EUR0.102 million (equivalent to UA0.085 million): This component covers the project’s

financial audit over 3 years and procurement audit (in 2019).

2.2 Technical Solution Retained and Alternative Solutions Considered

Technical Consideration

2.2.1 In deciding for a retained solution, ACI made both technical and financing considerations. On the

technical side, ACI considered 4 Aircraft types suitable for short and medium haul flights from 4

manufacturers in line with its fleet structure, network plan, specifications, and market. See section 3.3.8

to 3.3.13 for details of the technical consideration during the procurement process.

Financing Consideration

2.2.2 Following the above technical consideration, ACI made the following financing considerations:

2.2.3 Doing Nothing – ACI currently operates at a very high operating cost structure, which is

unsustainable – the airline’s current fleet include 10 aircrafts - 5 of which are leased. Apart from its

current expensive leases most of which are nearing the end of their respective terms and also aging

aircrafts, it seems implausible for the Airline to maintain or renew these leases to drive its 10 year

business plan (2016–2026). Replacing these leases with expensive lease contracts is also not cost

effective, particularly for a startup Airline as ACI. There is no aviation leasing platform in the continent

for African Airlines. In developed markets, lease rates for African Airlines are more expensive (1.25 -

2% of the aircraft’s market value) plus security deposit (2–3 months payments) compared to Airlines

from other regions (<1% of the aircraft’s market value) and with little or no security deposit.

2.2.4 Aircraft Acquisition - Corporate Finance Option – ACI has been operating for about 5 years and

has a lean balance sheet (as expected from a start-up airline) to support corporate acquisition of its fleet

requirements. The Airline is only expected to achieve profitability from 2018. ACI therefore has limited

access to on-balance sheet finance, which if possible is prohibitive. As a result, the Airline could only

consider 2 Aircraft acquisitions, which was inadequate to execute its business plan. In addition

commercial lenders had requested for a full sovereign guarantee, which GoC was not in the position to

grant, and even where plausible, would only have marginal impact on the terms, given that the sovereign

rating of Cote D’Ivoire is Ba3 (Moody), and B+ (Fitch).

8 The ADF PRG is a leveraged instrument which will use only 25% of the nominal value of the guarantee of the country’s performance-

based allocation (PBA) - a leverage effect of the guarantee coverage to the Fund’s resources of 4:1.

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2.2.5 Aircraft Acquisition - Blended Finance Option9 – In the quest for a cost effective option to

finance its 10 Year business plan, ACI engaged with the Bank who then supported the Airline in

structuring a novel transaction solution, which would allow ACI acquire 5 Aircrafts via a lease buyback

bankruptcy remote SPV structure. The SPV helps to ring fence the assets away from ACI, thereby giving

lenders some comfort and rights over the assets (if things go wrong), especially as aircrafts are movable

assets with a well-developed liquid secondary market. This structure is suited for a start-up airline such

as ACI with limited balance sheet, but can also be valuable for even matured airlines.

2.2.6 The Government and ACI analyzed and reviewed the above options and decided on Airbus and

the Aircraft Acquisition - Blended Finance Option.

2.3 Project Type

Transaction Structure

2.3.1 The transaction structure is presented in figure 1 below. The proposed project is a PPP lease

buyback transaction structure with a bankruptcy remote Special Purpose Vehicle (SPV) was created on

21st September 2017 under the name BAGOE domiciled in Mauritius10 managed by an

Administrator/Purposed Trust. The SPV is a non-operational entity, created with the main purpose to

ring fence and own (take legal title) the aircrafts via the assignment of the Aircraft Purchase Agreement.

The SPV will act as the “Aircraft Lessor” and will enter into an Aircraft Lease Agreement with ACI

which will act as the “Aircraft Lessee”, where ACI will make quarterly lease payments to the SPV, and

the SPV will in turn service its debt to lenders.

Figure 1: Proposed Transaction Structure (Aircraft Acquisition)

2.3.2 On lending structure: The Bank will sign a Loan Agreement with the Republic of Côte d’Ivoire

with respect to the ADB Sovereign loan (EUR51.164 million). This support will be applied at the SPV

level as Public Tranche. It is therefore proposed that the loan to Côte d’Ivoire be on-lent to the SPV.

The financial terms applicable to the on-lent resources will be the one applicable to the ADB Sovereign

financing to Côte d’Ivoire while the repayment period will be determined according to the specific

conditions relating to the duration of the SPV. The SPV will reimburse the Borrower through the lease

payments and the on lending agreement to be concluded with the SPV will contain appropriate reporting,

audit and other fiduciary provisions.

2.3.3 Justification for on lending at ADB public sector financial conditions – The Bank’s On-

lending Policy (the “On-Lending Policy”) requires “that project loans granted to member countries from

ADB ordinary resources should be on-lent to enterprises on no more favorable conditions than those

9 Source OECD - Blended finance is the strategic use of public or private funds, including concessional tools, to mobilise additional

capital flows (public and/or private) to emerging and frontier markets 10 Mauritius is a well-known tax efficient environment for incorporating SPVs. Most, if not all of the project finance SPVs

(financed by the Bank) are created in Mauritius. The setup cost of the SPV is borne by ACI.

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that would have been offered by the enterprise by the Bank if the enterprise were the direct borrower.

The duration and grace period should be determined by the capacity of the project and the enterprise to

manage the repayment scheme.” Section 30 of the On-Lending Policy on clause 30 also provides

guidance to justify circumstances where On-lending from Government to an enterprise could be

considered below market rate, particularly with regard to the financial state of the enterprise. The

support of Côte d’Ivoire towards the transaction structure (SPV – which is a shell to ring fence the

aircraft off the balance sheet of ACI) is justified as it is geared towards supporting the financial state of

ACI. Also ACI as a carrier focused on WCA region fulfils a regional public good. As a startup Airline

with a lean balance sheet, ACI has limited capacity to pursue such acquisition and execute its business

plan. This is evident from the Airline’s inability to attract long term cost effective financing. The

proposed on-lending terms (which matches the capacity of the firm to manage repayment) will for the

Airline achieve a blend effect with about EUR95 million commercial financing crowded in. This would

support the financial and economic performance of the project – an objective that aligns with the views

of development partners to leverage blended finance as a way to align the financial returns of projects

with their socio-economic returns (in this case of regional significance). The support from the

Government is also financially sustainable as the government is not passing on a subsidy to the Airline

but directly passing over its cost for facilitating the ADB Sovereign loan to ACI through the SPV.

2.3.4 The SPV will enter into a Loan Agreement with Lenders - ADB Non-Sovereign (EUR42.637

million or US$50.000 million) as Private Tranche, and Commercial lenders as Commercial Tranche

(EUR95.088 million or US$111.500 million), given their respective terms of financing, and with GoC

(via a special escrow account structure to be created). The escrow account interfaces between GoC and

the SPV - as per its jurisdiction GoC cannot interface directly with the SPV. ADB Non-Sovereign and

commercial lenders would be senior lenders to the SPV.

2.3.5 The SPV will lease the Aircrafts to ACI (under similar terms and conditions extended by lenders

to the SPV) as borrower under the financing agreement. The SPV would then enter into a Lease

agreement with ACI under which the Airline makes quarterly lease payments to the SPV. On final

payment under the Lease agreement, the title to the Aircraft(s) would be transferred back to ACI. On

receiving the quarterly lease payments from ACI, the SPV will service the debt to lenders/other

financing parties in a waterfall arrangement – which repays the senior lenders first and then GoC.

2.3.6 As part of the PRG guarantee structure, a Letter of Credit (L/C) Bank will be competitively

selected to backstop the lease payment obligations of ACI. ACI will enter into a Reimbursement and

Credit Agreement with the L/C Bank in which it will undertake to repay the L/C Bank for the amounts

drawn under the L/C by the SPV plus accrued interests within a specified period from the date of each

drawing. In an event of ACI’s lease payment default, the SPV will therefore be able to draw from the

L/C bank to fulfill the loan repayment obligation. The ADF Guarantee is only called by the L/C Bank

when ACI fails to repay the L/C Bank. ADF PRG actually guarantees the L/C Bank against ACI default.

2.3.7 The Bank will enter into a guarantee agreement with the L/C bank. As is required pursuant to the

Strategic Framework and Operational Guidelines for the African Development Fund Partial Risk

Guarantee Instrument, the Republic of Côte D’Ivoire will enter into an counter indemnity agreement

with the ADF pursuant to which Côte D’Ivoire undertakes to repay the Fund on demand for any and all

payments made by the Fund to the L/C bank.

2.4 Project Cost Estimate and Financing Mechanisms

Project Costs by Component

2.4.1 The total Project cost, net of taxes and customs duties, including financial contingencies, is

EUR252.973million or UA210.734 million or CFA165,938.682 million at the August 2017 exchange

rate of UA1 = CFAF 787.430 or EUR 1.20043.

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Table 1: Estimated Project costs per component

Table 2: Source of Financing

Table 3: Project activities financed by ADB Sovereign Loan and ADF PBA

Financing Arrangements

2.4.2 The financing structure of the project is done under a debt to equity ratio of 85:15. GoC/ACI have

contributed / pre-financed EUR36.377 million (US$42.660 million) as counterpart funding (more than

its 15% equity contribution for the whole project) to cover Pre-delivery payments (PDP) to date for all

the five aircrafts as well as Buyer Furnished Equipment (BFE) payment and part delivery payment for

the first aircraft delivered in July 2017. This pre-payment “counterpart funding” demonstrates the strong

commitment of GoC/ACI, and by extension its Abidjan Hub development.

2.4.3 On the debt side, the Bank is considering the following comprehensive financing package

alongside side other financiers:

FE LC Total Cost FE LC Total

Cost

FE LC Total Cost

A. Aircraft Acquisition (5 No) 222.222 - 222.222 185.118 - 185.118 145,767.684 - 145,767.684 100% 87%

ADB Sovereign (Loan) 51.164 - 51.164 42.621 - 42.621 33,561.234 - 33,561.234 23% 20%

ADB Non-Sovereign (Loan) 42.637 - 42.637 35.518 - 35.518 27,967.695 - 27,967.695 19% 17%

INVESTEC (Loan) 25.582 - 25.582 21.311 - 21.311 16,780.617 - 16,780.617 12% 10%

Commercial Banks (Loan) 69.506 - 69.506 57.901 - 57.901 45,592.984 - 45,592.984 31% 27%

Air Cote d'Ivoire (Equity) 33.333 - 33.333 27.768 - 27.768 21,865.153 - 21,865.153 15% 13%

B. Technical Assistance 0.665 12.928 13.594 0.554 10.770 11.324 436.296 8,480.502 8,916.798 5% 5%

ADF PBA (Loan) 0.665 3.496 4.161 0.554 2.912 3.467 436.296 2,293.351 2,729.647 31% 2%

Air Cote d'Ivoire (Equity) - 9.432 9.432 - 7.857 7.857 - 6,187.151 6,187.151 69% 3%

C. Credit Enhancement 17.055 - 17.055 14.207 - 14.207 11,187.078 - 11,187.078 100% 7%

ADF PBA (Guarantee) 17.055 - 17.055 14.207 - 14.207 11,187.078 - 11,187.078 100% 7%

D. Audit - 0.102 0.102 - 0.085 0.085 - 67.122 67.122 100% 1%

ADF PBA (Loan) - 0.102 0.102 - 0.085 0.085 - 67.122 67.122 100% 1%

TOTAL PROJECT COST 239.942 13.031 252.973 199.879 10.855 210.734 157,391.058 8,547.624 165,938.682 100% 100%

SOURCE % of

Component

% of

Project

EUR (million) UA (million) CFA (million)

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Aircraft Acquisition

ADB Sovereign Debt Tranche

ADB Sovereign Loan – EUR51.164 million (US$60.000 million) to GoC, applied at the SPV level

for the benefit of ACI. The Bank’s ADB Sovereign financing would cover the delivery payment of

the second Aircraft (US$32.336 million or EUR27.574 million) and ongoing PDP and BFE payments

(up to US$27.664 million or EUR23.590 million) sufficient to cover PDP payments till the financial

close of the Private financing (estimated by July 2018). Côte D’Ivoire’s access to the ADB window

aligned with due credit assessment - reviewed in April 2017 by RDVP and Credit Risk Committee

(CRC), which supported this Project’s presentation to the Board in September 2017.

ADB Non-Sovereign Debt Tranche

ADB Non-Sovereign Loan – EUR42.640 million (US$50.000 million) ADB Non-Sovereign Loan

to the SPV to cover the cost of the 3 remaining Aircrafts whose delivery are due in 2020/2021. This

part of financing will be presented to the Board alongside the Public Debt, on the same day, but as a

separate PAR.

Commercial Debt Tranche

Commercial Banks – EUR95.089 million (US$111.510 million) would come from commercial

banks – Standard Chartered, Investec (already financed), and Societe Generale have already

indicated interest. ACI will issue a competitive RFP to crowd in the commercial lenders. Payments

from this tranche will cover the cost of the 3 remaining Aircrafts that are due in 2020 and 2021.

Investec Financing (EUR25.582 million or US$30.000 million) – Given the delivery date of the

first Aircraft in July, 2017, ahead of the Bank’s proposed Board approval (September, 2017), ACI

solicited alternative financing from Investec. Investec financed the delivery payment of the first

Aircraft to the tune of EUR25.582 million or US$30.000 million. The Bank engaged with Investec

and confirmed that Investec’s financing would be considered as part of the commercial tranche of

the project. As at when the Bank considers a Board approval for the project, the terms of Investec

financing would be re-negotiated between ACI and Investec, and brought under the above transaction

structure – thus Investec would benefit from the ADF PRG.

Equity

2.4.4 Due to delays in ascertaining Côte D’Ivoire access to ADB window, the Bank could not meet up

with the debt financing for the first aircraft delivery. As a result, ACI financed the PDP and BFE with

additional equity participation of EUR17.055 million (USD20 million) alongside Investec’s financing

of EUR25.582 million (US$30.000 million). In line with the above, the following scheme has been

agreed:

The Bank Sovereign loan will refund part of the equity surplus (approximately EUR9.100 milion)

(above the 15% equity limit agreed with ACI) advanced by the company for the payment of PDP for

acquisition of the aircrafts (with the exception of the 1st aircraft which has already been delivered).

Following the Bank’s refund, ACI will have a balance of EUR6.06 million to complete its 15% equity

contributions for the five aircrafts. This balance will go towards PDP and BFE (from December 2018

to July 2021) for the three remaining aircrafts due for delivery in 2020 & 2021.

2.5 Project Area and Beneficiaries

2.5.1 While ACI is based in Abidjan, the project area will cover (6) major regional economic centres in

the country and benefit their district populations through trade and tourism facilitated by air connectivity

services from ACI. These include: i) Abidjan District (Abidjan, 4.7 million), ii) Denguélé District

(Odienne, 289,779), iii) Savanes District (Korhogo, 1.6 million), iv) Montagnes District (Man, 2.4

million), v) Vallée du Bandama (Bouaké, 1.4 million) and vi) Bas-Sassandra (San Pédro, 2.3 million).

Over the life of ACI’s business plan, it is expected that the project area would expand to 7 regional

economic centres. The project will support the tourism industry across the country.

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2.5.2 In addition, the project area will also cover 2311 locations in West and Central Africa region via

regional air connectivity network of the Airline. This would help boost both national/regional

integration and promote trade within and beyond the WCA region. It is to be noted that 1.039 million

passenger traffic would be facilitated via ACI network by 2030 with increased cargo volumes by 35%

between now and 2030.

2.6 Participatory Approach to Project Identification, Design and Implementation

2.6.1 Consultations were carried out at the highest levels across several stakeholder groups:

Government – the Presidency, Ministries of Finance, and Plan, as well as Senior Managements of ACI

and INP-HB. The Bank supported the Airline and GoC in structuring the transaction (an innovative

lease buyback bankruptcy remote SPV transaction structure) which accommodated the 5 Aircrafts

required by ACI’s business plan. This was followed by extensive consultations between the Government

and ACI on the optimal option which delivered value for money - Aircraft Acquisition - Blended

Finance Option. The Bank also engaged with INP-HB on establishing a regional center of excellence

on aviation training in the WCA region to train Pilots and Aeronautic Technicians, an outcome which

will see the project develop a business plan for the center – under PPP, while supporting the training of

the Pilots (77) and Technicians (120) required by ACI’s business plan. Periodic monitoring/evaluation

will be carried out by INP-HB for the trainees and certification, while ACI and ANAC (Autorité

Nationale de l’Aviation Civile) will oversee the performance of the airline’s operations. The Bank will

periodically monitor the project with scheduled follow-ups, reviews, and supervision missions.

2.7 Bank Group Experience and Lessons Reflected in Project Design

2.7.1 The Bank’s engagement in the transport sector in Cote D’ Ivoire, dates back from 1967. To date

the Bank has financed 22 operations (mainly in the road sub sector) to a tune of UA 525.72 million, of

which 20 operations are completed, including Henri Konan Bédié (HKB) Abidjan, toll bridge project.

2.7.2 There are 5 ongoing operations (progressing well) to enhance regional integration between Cote

d’ Ivoire and its neighboring countries namely - (i) study on San Pedro port extension, (ii) road

development and transport facilitation program within the Manu River Union - consisting Côte

D’Ivoire, Guinea and Liberia, (iii) road development and transport facilitation program along the San

Pedro – Boundiali - Zantiébougou -Bamakowere corridor, and (iv) study on Lagos - Abidjan Super

Highway project. (v) Abidjan Urban Transport Project with the aim to link Abidjan city to the

international corridors. The completed projects have contributed sizably to economic growth via

improved mobility, access to socioeconomic opportunities and rural areas to urban center linkages.

2.7.3 The Bank has historically supported the Aviation sub-sector in the WCA region. In 2005, the Bank

financed (UA4.6 million ADF Grant) the COSCAP project to improve civil aviation safety and

consolidate the Yamoussoukro Decision, to integrate WCA into the global air transport market. The

Project Completion Report (PCR) for the project was concluded in 2014. Also in 2015, the Bank

approved UA11 million ADF Grant, to finance the PASTA-CO project, to help ECOWAS and CEMAC

establish a Regional Safety Oversight Organization and Regional Accident and Incident Investigation

Organization in WCA.

Lessons learnt 2.7.4 Lessons learned from the Bank’s operations in the country, and from other development partners,

suggest the crux need to ensure high project quality at entry, and to promote PPP to enhance

implementation capacity and ensure sustainability. There is the need to minimize delays following

approval, late availability of counterpart funds, and slow project management arrangements. The

proposed project takes the above lessons into account. The project is structured as PPP via its lease-buy

structure, which promotes sustainability. A dedicated team has been put in place at ACI and INP-HB to

oversee the implementation of the project. Counterpart funding from GoC/ACI has already been

committed into the pre delivery payments for the first two aircrafts, thereby eliminating any delays. The

project enjoys close oversight from ACI’s senior management to ensure successful execution.

1122 locations plus the hub - Abidjan

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2.7.5 Whilst the proposed project would be the Bank’s first direct aviation project in the country, the

Bank has financed similar aircraft acquisition transaction with Ethiopia Airlines, where strong

operational capacity was identified as a success factor. ACI benefits from its strategic partnership with

Air France which has impacted positively on its operations. Within 5 years of operation ACI has risen

to be the 3rd market leader in the WCA region. Though an SOE, ACI operates in an autonomous fashion

with regard to its operations and decisions. The Project also captures lessons from the COSCAP project

on promoting air safety, while the proposed Technical Assistance Package would beef-up ACI’s

operational capacity, boost air safety, and improve enabling environment.

2.8 Key Performance Indicators

2.8.1 The Project will support air connectivity and economic activities in 7 (2026) regional economic

centers within the country from 3 (2016). From a regional integration perspective, the Airline would

improve regional air connections from 19 (2016) to 23 (2026), facilitating passenger traffic from

719,972 (2016) to 1,039,329 (2026) and projected to reach about 1.2 million+ (2030). Aviation

contribution to GDP would grow from 2.7% of GDP (2016) to 4% (2030). The project will also create

jobs (direct ~529 (2016) to ~ 684 (2020) – operations (cabin, air and, ground crew) and aviation related

services, and indirect jobs ~1600 (2016) to ~ 3000 (2020) in tourism and other private sector jobs

induced by the Abidjan hub development. Aviation is a sector with high propensity for gender inclusion,

as such the project would promote jobs for women. The project will also address the human capital

deficit in the aviation sector by supporting the training of additional 77 pilots and 120 aviation

technicians (of which 35% are targeted to be women) required by ACI to delivery its business plan by

2026. The Project will support the establishment of a regional aviation training center at INP-HB,

Yamoussoukro under PPP, to offer regional technical training for pilots and aviation. A business plan

to establish the center will be delivered under this Project. The identified key performance indicators

and expected outcomes at project completion are presented in the results-based logical framework. The

baseline situation for these indicators as defined in the logical framework will be verified and an

assessment will be conducted at mid-term and at project completion by a consultancy firm.

2.8.2 Apart from these outcome and achievement indicators in the logical framework, project

implementation performance indicators will also be monitored. They were selected based on the Bank's

institutional performance indicators defined in Presidential Directive No. 02/2015 on the design,

implementation and cancellation of sovereign Bank Group operations. These are essentially: (i)

deadlines for implementation and fulfilment of conditions precedent to first disbursement; (ii)

procurement deadlines; (iii) average project progress status indicator (PI); and (iv) changes in the

disbursement rate in accordance with the expenditure schedule. These indicators will be monitored

during supervision missions and in the daily management of the project.

3. PROJECT FEASIBILITY

3.1 Financial & Economic Performance

3.1.1 Operational Performance - The financial position and viability of ACI continues to improve. The

Airline’s revenue has grown steadily from its inception in 2012. ACI’s revenue grew by 83% from 27.8

billion CFA (US$48.8 million) in 2013 to 50.9 billion CFA (US$89.4 million) in 2014. The Airline also

had 16.5% year on year growth reaching 86.5 billion CFA (US$151.9 million) in 2016, and is expected

to grow further by 17% in 2017.

0

50 000

100 000

150 000

2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Figure 3: Air Côte D’IvoireRevenue Profile

Total Revenue (mil in XOF) Transport Revenue (mil in XOF) Other Revenue(mil in XOF)

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3.1.2 A closer look at EBITDA margins reinforce the same progressive trend from -66.8% in 2013 to -

0.84% in 2016, showing strong operational fundamentals. EBITDA margins are expected to trend to

positive figures from 2017 (3.47%), and projected to grow to double digits 13.8% in 2020 and 20.2%

in 2022. The Global aviation industry (characteristic of its low margins) EBITDA margins was 8.3% in

2015, up from 4.7% in 2014. ACI is a start-up Airline, and as typical, it is not unusual to have negative

EBITDA margins at the early stage of its development, given continuing investments being made to

pursue growth. To further buttress the strength of ACI’s core operations, about 93% of the Airline’s

revenue come from Transport revenue (passenger tickets). Whilst reassuring, the foregoing also

demonstrates the potential for ACI to grow “other revenue” such as cargo/freight revenue, a business

line ACI plans to further develop with positive impact on boosting intra Africa trade in the region.

3.1.3 ACI has increased passenger numbers over the years from 398,761 in 2014 to a projected 834,833

in 2020, with an average load factor of 64% - which measures its capacity utilization. However, ACI’s

load factor is below industry average in Africa (68.2%) and when compared with its main competitor

ASKY (at 70.8% in 2015). The Airline would need to improve its load factor to continually boost

revenue. With higher load factor, profitability increases, as the fixed costs are spread across more

passengers. It is expected that as the economies in the region recover from the recent economic

headwind, and with improved services, route and frequency optimization, and the launch of strategic

partnerships and code share arrangements with Air Burkina, Air France, and Kenya Airways, ACI

would be able to improve its load factor.

Table 4: Air Côte D’Ivoire Operational Data

2014 2015 2016 2017 2018 2019 2020

Load Factor (%) 67% 65% 64% 62% 63% 65% 65%

Passenger Traffic 398,761 567,671 657,908 754,998 792,496 804,686 834,833

Passenger growth (%) 42% 16% 15% 5% 2% 4%

3.1.4 Debt Capacity of ACI - ACI has financed its growth via a mixture of debt and equity. GoC has

over the years demonstrated its commitment to the Airline. However, this is to support ACI’s start-up

phase, as GoC plans to divest from the Airline once it becomes fully profitable. Debt Service Coverage

Ratios (DSCRs) appear relatively okay following the project with Minimum DSCR (1.66x) and Average

DSCR (3.84x) at base case scenario. However, ACI would need to manage short term liquidity

challenges, particularly as it relates to the repayment of its existing debt with Afrexim Bank and EDC

which in 2016 was XOF 41 billion (US$72.8 million), that would impact negatively on coverage ratios.

To address this issue the Board this year, approved a new general capital increase for the Airline (which

is being implemented) to a tune of 67 billion CFA (USD 118 million) over a 3 year period of which the

GoC has already advanced billion CFA (US$35.5 million) out of its share of 38.6 billion (US$68.6

million) as follows (see below Table 5) with the following payment timelines: 50% to be paid in 2017,

30% in 2018, and 20% in 2019. The new equity injection will support the free cash flows of the Airline

and as well enable ACI comply with OHADA minimum equity regulatory requirements12. It is expected

that part of the new equity injection would be used to pay down the existing debt – this would be made

an undertaking on the loan agreement on the Public window and a loan condition on the Private window.

12 OHADA rules - equity after losses should not to be lower than 50% of the nominal share capital.

-100,00%

0,00%

100,00%

EBITDA Margin

Figure 4: Air Côte D’Ivoire EBITDA Margins

2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

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Table 5: Schedule for New Capital increase

3.1.5 Sensitivity Analysis – The Sensitivity analysis on the project was performed on average ratios

and presented below. It demonstrates the project’s capacity to withstand several down side scenarios.

However it is to be noted that this only dependent on ACI’s ability to execute its business plan.

Table 6: Sensitivity Analysis

Min. DSCR Avg. DSCR Min. ICR

Base case 1.66x 3.84x 4.40x

Changes in passengers volume (5% down) 1.30x 2.90x 3.34x

Changes in price (5% down) 1.27x 2.81x 3.25x

Changes in frequencies and block hours (10% down) 1.29x 2.94x 3.32x

Changes in flight related cost (10% up) 1.55x 3.51x 4.08x

Changes in fuel price (10% up) 1.54x 3.48x 4.04x

Combined: prices (5% down) & flight related cost (5% up) 0.87x 2.21x 3.29x

3.1.6 Economic Analysis – ACI is bound to have considerable economic benefits in line with boosting

regional economic integration and trade, externalities towards private sector development, particularly

SMEs in the tourism and aviation related sector, and improving the competitiveness of the Abidjan hub

development. This would lead to job creation, economic diversification, and growth. The economic

analysis below looked at various stakeholders group - Government of Côte D’Ivoire, Service providers.

Passengers, Society, Passengers, investors. It is expected that GoC would gain increased tax income

from growth in private sector activities stimulated by ACI. Passenger would enjoy better connectivity

and choice, and the industry would benefit from improved technical capacity in terms training for pilots

and technicians. The Project would deliver an estimated Economic NPV of US$32 million (at 12%

discount rate real).

Table 7: Economic Analysis

3.2 Environmental and Social Impact

Environment

3.2.1 This Project is classified as a category 4b (Medium to Low risk) in line with the Bank’s Integrated

Safeguards System (ISS) and Environmental and Social Assessment Procedures (ESAP). The

Environmental and Social Management System (ESMS) developed by ACI reflects the systems and

[SUM] [PV @EOCK 12%]

Government 50,195 20,473

Corporate Income Tax (CIT) (10,808) (1,890)

Tax on Tickets 37,226 13,964

Labor Incone Tax 681 206

Value-added-Tax 10,202 3,304

Withholding tax (on profits) 9,988 3,949

Import tarifs 2,906 940

Society 1,590 480

Incremental earnings to labor 1,590 480

Cost of Environmental Degredation Avoided - -

Passengers 106,836 44,002

Nationals 32,051 13,201

ECOWAS 53,418 22,001

Others 21,367 8,800

Service Provider 63,587 24,249

ACI 63,587 24,249

Net foreign exchange premium to Cote d'Ivoire 4,273 (7,406)

Total Externality from ACI Investment to Economy 226,480 81,798

ACDI Investors 25,592 (49,531)

Net financial returns to ACDI Investors (Lenders & Shareholders) 25,592 (49,531)

Total Net Benefit to Stakeholders [Economy] 252,072 32,268

Financial IRR (Incremental) 2.3%

Financial NPV (49,531) USD '000

Economic IRR (Incremental) 17.6%

Economic NPV 32,227 USD '000

SUMMARY STAKEHOLDERS/DISTRIBUTIVE IMPACT, In Thousand USD

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mechanisms in place to manage the environmental and social risks associated with the procurement,

operation, and decommissioning of aircrafts. The environmental, health, and safety risks identified are

mainly related to the maintenance and operation centers and include: surface/ground water and soil

pollution through waste disposal, noise, olfactory and vibratory nuisance generated by the aircrafts as

well as the emission of Volatile Organic Compounds (VOCs); impacts on health and safety and energy

use. ACI activities do not involve any resettlement.

3.2.2 During appraisal, the Environmental and Social Management System (ESMS) was assessed and

found to be complaint with the Bank’s ISS. Since commencing operations, ACI has made consistent

effort to comply with environmental and social standards and sustainability issues of its various

stakeholders. The Airline’s first formal safeguard policy was issued in 2014. A recent ESMS was

developed in 2017 with the proactive support of the Bank’s E&S specialist, aligned with the operational

safeguard policies of the Bank and IFC. The new ESMS covers 9 key areas including amongst others -

the E&S policy and commitment of the management, various management programs, increased capacity

and organizational skills, preparation and response to emergency situations, commitment of different

stakeholders, external communication and permanent dialogue with potentially affected communities.

3.2.3 It is to be noted that ACI’s ESMS would be published prior to the board date. ACI would be

expected to take the following next steps – (i) assign an E&S coordinator and forward of his/her resume

to the Bank – a condition to first disbursement (ii) a commitment to constitute and train the committee

in charge of the implementation of the environmental and social regulatory system, and (iii) present a

proposal of an outline of the annual environmental monitoring report, attached to the loan agreement.

3.2.4 The environmental monitoring report will be transmitted to the Bank on an annual basis as per the

ISS requirements and will report on the implementation of the mitigation measures included in the

ESMS. Besides the Bank’s ISS policy and procedures, ACI is required to comply with host country

requirements as well as global industry safety standards.

Climate Change

3.2.5 In term of Greenhouse Gas Emissions (GHG), the aircrafts A320 series are more environmental

friendly and are 15% more fuel efficient. The new aircrafts will reduce the CO2 emissions by more than

900 tons per year and will emit 10% less of nitrogen oxide (NOx) comparing to the previous A 320

version. In terms of additional mitigation measures, the Airport operator (AERIA) is working to

construct a new parallel taxiway to reduce the waiting time of aircrafts and consequently the emission

of GHG. ACI is also supporting the National Forest Conservation and Development program in

partnership with the Forest Development Corporation (SEDEFOR).

Gender

3.2.6 Air Côte D’Ivoire is applying an employment equity strategy, despite the challenges in attracting

women in operations-heavy work streams. As such, women are increasingly encouraged to participate

in the job market and represented in all aspects of its operations including for pilots and technicians. As

part of the intervention, the project comprises a technical assistance component to address the human

capital deficit in the aviation sector by supporting the training of additional 77 pilots and 120 aviation

technicians for ACI (of which 35% are targeted to be women), at INP-HB, Yamoussoukro. The Project

will also facilitate the establishment of a regional aviation training center at INP-HB, which would

support Airlines operating in the region, proffering more opportunities for gender inclusion with

regional impact. The Bank intervention would promote youth empowerment and employability via

increased access to the training program with the evolution towards a bilingual curriculum.

3.2.7 As a first step however to achieving gender equity, the Aircrafts would have gender/women

friendly features including: baby carriers (the existing ones don’t have them and it complicates women

traveling with babies). The project will also put in place measures to facilitate pregnant women and

parents traveling with infants, elderly persons and people living with disability, to pass as business class

passengers, and avoid the queueing.

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Social Situation and Youth Employment

3.2.8 According to AEO (2017) the “service and industry” sector contributes about 50% of GDP and

22% of employment of the working population. With respect to technical education and vocational

training, the youth without basic education are trained in a job adapted to market needs, however

significant challenges remain. Substantial investment are needed to rehabilitate classrooms, equip

colleges, recruit teachers, implement re-tooling workshops and initiate content review of curriculum.

Given the vast, untapped potential in the interior of Côte D’Ivoire and its neighboring countries,

implementation of this project will unlock new economic centers, build local knowledge, enhance youth

engagement to develop businesses across value chains in tourism and other related sectors. An

anticipated domino effect is increased private sector investment driven by the Abidjan hub development,

which would result in job creation and ultimately support the achievement of the Bank’s Hi5s.

3.3 Implementation Arrangements

Executing Agency

3.3.1 The Implementing Agencies for the project include: (i) ACI for the Aircraft Acquisition program

and operation, and INP-HB for the TA Training program.

3.3.2 Air Côte D’Ivoire (ACI) - ACI is the national carrier of Côte D’Ivoire. The airline commenced

operations in 2012 as a Short Medium Haul (SMH) airline. In a very short time, the airline rose to

become the 3rd regional market leader (offered capacity), behind ASKY and Arik Air. ACI currently

has 63 billion CFA share capital, with a planned capital increase to 130 billion CFA in September 2017.

GoC is a majority shareholder – 57.54%, alongside Goldenrod Investment – 23.41%, Air France

(strategic and technical partner) – 11.11%, and BOAD – 7.94%. ACI has 529 permanent staff with 65%

of the workforce located in the Flight Operations Department. As one of the market leaders in the WCA

region, the airline is well positioned to act as implementation agency for the aircraft acquisition and

operation. ACI operates a hub strategy which interconnects traffic from western to Central Africa.

3.3.3 Operations & Maintenance – The 5 aircrafts will be manufactured and delivered by Airbus with

airworthiness certification. The aircrafts will immediately enter into service and commence flight

operations as part of Air Côte D’Ivoire’s fleet in accordance with existing fleet management plan. ACI

has considerable experience currently operating its 10 aircrafts. The national regulator ANAC (Autorité

Nationale de l’Aviation Civile), under the supervision of ICAO (International Civil Aviation Authority),

has renewed on an annual basis the technical and operational licenses granted to ACI. In order to ensure

full respect of ANAC rules, ACI technical team is composed of two complementary and dedicated teams

namely: i) CAMO (Continuity Airworthiness Management Organization) – focused on design and

control of ACI’s maintenance systems, procedures, and tasks; and ii) AMO (Approved Maintenance

Organization) - in charge of the execution of maintenance and repairs. The CAMO team consists of 9

staffs (mainly senior technicians) and the AMO team is composed of 71 staffs (mainly technicians,

support being provided by senior staff). The operating rules of the two organs are formally described in

internal manuals approved by ANAC. To strengthen its maintenance capacity, the company is also

operating an aircraft hangar (2,250 square meter) at the Abidjan airport.

3.3.4 INP-HB – is the country’s elite engineering and technology institution focused on training high

quality human capital for the country and the sub region, it was established in 1996 and based in

Yamoussoukro, Côte D’Ivoire. INP-HB has a staff strength of about - 398 professional staff, and 318 -

administrative and technical staff, with a current student size of about 3000 coming from 15 countries.

The institution is notable for delivering high quality programs in the sub region. With regard to

Aviation/Aeronautics, in November 2015, ACI partnered with INP-HB, and AIRWAYS College,

France, to begin the training of 15 pilots. In April 2016, ACI partnered with INP-HB and Institut

Aeronautique Amaury de la Grange (IAAG) to train 20 mechanical and aeronautical technicians. INP-

HB commenced an aviation training program in 2015, through strategic partnerships with AIRWAYS

College, France, to train pilots and with IAAG, France to train mechanical and aeronautical technicians.

INP-HB is both a WAEMU and World Bank regional center of excellence. The Bank’s team undertook

a site visit to the institution during the preparation/appraisal mission, the assessment concluded that the

institution has the requisite capacity to execute the TA.

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3.3.5 Regulatory Environment – The national regulator of the aviation industry is ANAC (Autorité

Nationale de l’Aviation Civile). ANAC has put in place a regulatory framework, which oversees all

aspects of civil aviation, including air safety and operating procedures. ACI undergoes an annual review

and certification for its fleet of aircrafts, pilots, maintenance staff, and processes. Routine inspections

and audits are also performed annually. ACI is a member of ICAO (International Civil Aviation

Organization), which promotes international civil aviation standards, and also part of the Africa Airline

Association (AFRAA), which advocates and facilitates cooperation among African airlines. ICAO

oversees the activities of ANAC.

3.3.6 Market liberalization - the Yamoussoukro Decision (YD, 1999) was a key step towards opening

up the Aviation market in Africa. The Decision (YD) was adopted by all the African States in 1999 and

to date 20 States have shown solemn commitment on its expeditious implementation of which 11

countries (more than half) are located in the WCA region. WCA region has the highest number of states

implementing the Y.D, granted 5th freedom rights to airlines and has actualised the Single African Air

Transport Market (SAATM); therefore ACI (which is a short medium haul airline focused on WCA

region only)and other airlines in WCA region do not face major market access challenges.

Notwithstanding, due implementation and monitoring of the YD would be beneficial to the Aviation

industry in Africa at large. This would result in reduced air fare, improved connectivity and growth in

passenger traffic. On modelling 12 countries, it was estimated that full implementation of YD across

these countries could lead to a GDP increase of +US$1,297 million. The Bank will further support

efforts to liberalise the aviation market in WCA and the continent at large through a multi-pronged

approach: i) under this project the Bank’s financing would support study to provide better understanding

of Tax Fees and Charges (TFC) issues and provide a roadmap towards the normalisation of the TFCs in

Cote D’Ivoire and the WCA region; with a view to extending this to cover the other regions in the

continent; ii) provide finance and technical assistance support to the African Civil Aviation Commission

(AFCAC) - the body entrusted by the AU with the responsibility of Executing Agency (EA) of the YD

to facilitate, coordinate and ensure the successful implementation of the YD; iii) play an advocacy role

through dialogue with the AU and RECs and through specific sector dialogues with Member Countries

to push the YD implementation agenda; iv) help develop the structure and complete the legal framework

in which to apply the YD.

3.3.7 Airport Capacity – Côte D’Ivoire has 3 international airports located in Abidjan, Yamoussoukro,

and Bouaké. The Abidjan Felix Houphouet Boingny international Airport covers 90% of the air traffic

of Côte D’Ivoire and generate 95% of the overall revenue of the sector. It is operated by AERIA, under

a PPP concession which runs out in 2029. The Airport has witnessed growth in passenger traffic by 23%

between 2012 and 2013, reaching 1.3 million passengers in 2014, 1.6 million in 2015, and a further

increase by 11% totalling 1.8 million in 2016. The current Airport passenger capacity is 3 million,

however plans are underway by the operator/authorities to build a new terminal to expand capacity to 8

million passengers/year by 2020, in line with the Abidjan Hub Development goal and the expansion

ACI’s operations. Several investments have already been committed up the tune of 41 billion CFA

starting 2017 to 2020 to construct a parallel taxiway for simultaneous landing and take-off, and 10

additional aprons to accommodate ACI’s A320s. The foregoing investment is backed by Propaco

(CFA10 billion), and BOAD and BCICI (CFA8 billion), the remaining CFA24 billion is covered by

equity from AERIA. Tenders have been launched and contract award and implementation are underway.

Procurement Arrangements

3.3.8 The procurement of goods and the acquisition of consulting services financed by the Bank under

the Project will be carried out in accordance with the Procurement Framework for Bank Group-Funded

Operations dated October 2015 and in line with the provisions of the Financing agreement. More

specifically, procurement will be conducted following the Bank’s Procurement Methods and Procedures

(PMP) using the Bank’s relevant Standard Bidding Documents for the recruitment of consulting services

for which PMP was considered to be more appropriate.

3.3.9 The procurement process followed by ACI to purchase the 5 new aircrafts was found generally

acceptable based on the Bank’s due diligence of the process. The Bank needed to ensure that the

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17

procurement process was conducted in line with internationally accepted best practices namely the

principles of transparency, competition, equity and that the outcome of the process achieved value for

money. The due diligence report providing details on the review by the Bank can be found at Annex

B5, Para. B 5.10 of the Technical Annexes. Given the specific type of goods to be purchased, The Board

of ACI via its Strategic Committee evaluated and identified 4 manufacturers given the aircraft type and

its fleet network, and launched a procurement process in 2014. These manufacturers were: Airbus,

Embraer, Bombardier and Boeing. Based on information from ACI, it is to be noted that at the time

(2014) these were the only aircraft manufacturers in the world, meeting the required specifications.

3.3.10 The four manufacturers submitted their bids which were reviewed by the above-mentioned

Strategic Committee. The bids were evaluated including preliminary discussions with the

manufacturers. Bombardier and Airbus were selected for the second phase of the negotiations while

Embraer and Boeing were dismissed for a number of reasons. As regards Boeing, the reasons for

disqualification were: the impossibility to deliver the new generation B-737 MAX aircrafts before 2021;

purchase price was US$5 million higher than price for similar Airbus A319; lack of a maintenance

and/or training center in Côte D’Ivoire, and no offer was provided to help establish same; high PDP

Payments for aircrafts to be delivered in 2021; and no bridging solution to enable ACI to operate

efficiently until 2021 - the deadline for new aircrafts delivery according to the approved ACI business

plan. The reasons for disqualifying Embraer were: new generation aircrafts only available in 2019; the

combination of Embraer 195 (105 seats) and the Embraer 175 (75 seats) were not convenient for high

density routes; no aircraft bigger than 105 seats; the aircrafts are long and narrow, with seating chart in

economy and business only convenient for local flights and uncomfortable for longer flights; the

baggage compartment is narrow and long, making loading and offloading difficult especially in cases

of passenger late or no show ; and impossibility to carry fuel for long flights.

3.3.11 The negotiations with Airbus and Bombardier led to Airbus as the final choice. Bombardier’s

offer had too many constraints notably reservations on manufacturers’ guarantees and the unavailability

of aircrafts in the short term which negatively impacts ACI’s operational risks and transition cost.

3.3.12 Considering that the financing of aircrafts is to be done through the ADB window, the Bank has

ensured that all four Manufacturers satisfy the country of origin requirement under article 17 (1) (d) of

the agreement establishing the African Development Bank (ADB) which stipulates that the proceeds

from any loan, investment or other financing within the context of Bank operations will be used to

procure goods, works and services, provided by bidders from eligible Bank member countries. Bidders

from non-member countries of the Bank are not eligible even if they offer the said goods, works and

services from eligible member countries.

3.3.13 Procurement Risks and Capacity Assessment (PRCA): The assessment of procurement risks

at the Country, Sector, and Project levels and of procurement capacity at the Executing Agency (EA),

were undertaken for the project and the output have informed the decisions on the procurement regimes

(BPS, Bank or Third party) being used for specific transactions or groups of similar transactions under

the project. The appropriate risks mitigation measures have been included in the procurement PRCA

action plan proposed in Annex B5, Para. B 5.8 of the Technical Annexes.

Financial Management

3.3.14 Financial management of the project will be handled by the existing accounts department of Air Côte

D’Ivoire, using the company’s existing financial management procedures, as customised to incorporate bank

specific requirements. ACI has adequate and qualified finance and admin staff, from which a project

accountant would be identified in addition to the Administrator of the SPV. The accountant would report to

the Head of Finance, who will be the point person for financial management matters for the project, and will

use the company’s existing accounting software for maintaining required project accounting records to

ensure completeness, transparency and full traceability of project related transactions. Quarterly interim

unaudited financial reports showing all funds receipts by the project, and their uses, will be required to be

produced and submitted to the Bank within 30 days of the end of the quarter reported on, while annual

financial statements will also be produced and presented for audit at the end of each financial year. ACI

internal audit section will also be requested to incorporate reviews of project related activities in their annual

work program.

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18

Disbursement

3.3.15 The direct disbursement and reimbursement methods will be used for Bank-financed activities

under this project, in accordance with the Bank’s Disbursement Handbook. Counterpart funds out of

Air Côte D’Ivoire will be mobilized and used in accordance with the company's own procedures.

Audit

3.3.16 In accordance with the Bank's reporting requirements, a financial and accounting audit will be

undertaken at the end of each financial year by an independent/qualified external auditor competitively

selected based on terms of reference approved by the Bank. The purpose of this audit is to validate the

accuracy of the financial statements prepared by the project management, and provide an opinion

regarding the proper use of project resources, in accordance with the Bank approved terms of reference.

The yearly audit report will be submitted to the Bank no later than 6 months after the end of the year

audited. The audit contract would be for a period of 3 years, renewable annually based on satisfactory

performance, after which mandatory auditor rotation would apply. Audit fees will be paid directly by

the Bank after validation of submitted reports. At the same time, the project is subject to audit by the

Court of Auditors, in accordance with Decree No. 2015-475.

3.4 Monitoring and Evaluation

3.4.1 The estimated implementation period is approximately 5 years considering that the procurement

process for the aircrafts is already completed. The project is scheduled to be completed on in 2021 and

closed in December 2022 after submission of the latest monitoring and evaluation reports. Project

monitoring and evaluation will comprise internal and external monitoring, supervision missions from

the Bank, a mid-term review and a final evaluation including completion reports from ACI. Quarterly

project implementation report shall be drafted by ACI and forwarded to the Bank.

Table 8: Project Monitoring and Supervision Schedule

Proposed date Activity Man-weeks

Oct/Nov 2017 Launching & Inspection / Inauguration of 2nd Aircraft 4

July & Dec 2018 Supervision 4

July 2019 Mid-term review of the project 7

July 2020 Supervision 4

Completion Report 6

Total 40

3.5 Governance

3.5.1 In area of governance at the national level, the authorities of Côte D’Ivoire have promoted

transparency and accountability in public finance management by aligning with the WAEMU budgetary

classification and nomenclature standards, as well as preparing an interface between the budget

execution system and the procurement system. However, there is need for improvements regarding the

review of the annual Finance Law and reports by Parliament, spending effectiveness, internal control

effectiveness and the mobilization of domestic resources. In addition, the country’s perceived level of

corruption is still high according to the Transparency International Corruption Perceptions Index

(ranked 108th out of 176 countries in 2016), with a score of 34 on a scale of 100.

3.5.2 At the Sector level, the technical and funding support of the EU is helping the Government to

carry out a sector transport policy and strategy within a program-based approach for transport

infrastructure development. The Ministry of Transport is the line Ministry for Aviation.

3.5.3 Corporate Governance, The Chief Executive Officer (“CEO”) of ACI reports to the Board of

Directors. Ivorian nationals, with broad experience in the airline industry, manage the company and

constitute the top management. The Airline operates with a high degree of autonomy with minimal

political interference in its operations. ACI’s operations are regulated by the Ivorian Law N 97-520

(September, 1997) applicable to all SOEs with GoC participation. The Airline is also subject to

provisions applicable to private and commercial companies.

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19

3.5.4 ACI’s Board of Directors is composed of 11 members, of which 6 represent GoC (including the

Chairman). The Board of Directors also include 2 representatives for GoldenRod Investment, 2 from

Air France and 1 from BOAD. There are 3 Board sub-committees including (i) a “Strategic” committee

in charge of designing and implementing strategic orientations of the company (fleet acquisition,

development of new routes etc); (ii) “Nominations and Remuneration” committee approve HR policies,

validate internal and external promotions and review wages’ increase and performance compensations;

and (iii) “Audit and Risk” committee to design and improve internal audit procedures and financial

related items, and risk management.

3.5.5 Given the current governance structure of ACI (particularly the Board) which has a heavy

government representation, the Bank has worked and agreed with both ACI and the Government to

improve this structure to align with global best practice. This would include amongst others the

introduction of two independent Board members with aviation sector expertise and a downward scaling

of Government representation (Public officials) at the Board. Refer to section 4.2 for more details.

3.6 Sustainability

3.6.1 The transaction structure and financing arrangement offers considerable room for ACI to execute

its business plan and boost its sustainability. The approved new general capital increase for the Airline

- 67 billion CFA (USD 118 million) over the next 3 years, which is already being implemented will

support the Airline, particularly to pay down the existing debt and address short term liquidity issues.

ACI expects to post positive EBITDA from this year and become more profitable. While GoC has

provided substantial support to ACI at its start-up phase, it plans to divest from the Airline to private

investors, once it becomes fully profitable.

3.6.2 On the operational side, ACI’s Maintenance Division has built up significant experience in

maintenance processes. Air France continues to provide technical assistance on A320 & A319 aircrafts,

while partnerships and Operation and Maintenance contracts (O&M) are in place with well recognized

industry experts, - SAMCO (for technical assistance on Q400), Safran (for trend monitoring on A320

& A319), Lanema (for weather forecast and wheels’ revisions) and Star Kan Aviation (for aircraft

cleaning). Furthermore, ACI has concluded plans in partnership with Airbus to construct and operate a

new Airbus A320 and A330 maintenance hangar at the Felix Houphouet Boingny Airport.

3.7 Risk Management

3.7.1 Risks related to the achievement of project outcomes are mainly operational and market risks. ACI

would need to maintain operational excellence in executing its strategy and continue to manage a cost

effective operations structure. Whilst market demand projections are favourable for ACI, the Aviation

sector remains exposed to exogenous risk beyond ACI’s control. The management of ACI have

extensive experience in managing SMH carriers and well knowledgeable about the African market. This

will help mitigate the above risks.

3.7.2 Risks Related to Project Implementation: Below is a risk matrix for the project.

Table 9: Project Risk Matrix

Risk Mitigation Rating Financing - likelihood

that the project will not be

bankable/ achieve

financial close

The Bank will leverage its AAA rating to attract cost effective financing at competitive

terms from commercial banks: Standard Chartered Bank, Société Générale, have

indicated interest. Investec Aviation has already financed. The Bank’s blended

financing solution would make ACI’s lease payment cost effective than otherwise

would have been the case without the Bank’s comprehensive intervention.

Low -

Medium.

Environmental – the

risk that the Aircrafts are

relatively not

environmental friendly

The Aircraft acquisition would improve the carbon foot print of ACI. A320 series are

notable for fuel efficiency (15%) and environmental friendliness – reduced CO2

emissions by more than 3,600 tons/year and lower noise. The Bank’s will ensure ACI

complies with expected international environmental and social management standards.

Low -

Medium

Operational – likelihood

that the project will not

improve cost-efficient

The expansion plan/fleet structure will improve ACI cost structure. The Project will

also help beef up ACI’s operational capacity to support its growth strategy. These will

help mitigate the risk.

Medium

Regulation – the risk

that ACI operates un-

checked

ACI undergoes an annual review and certification for its fleet of aircrafts, pilots,

maintenance staff, and processes. Routine inspections and audits are also performed

Low -

Medium

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20

annually by ANAC. ACI is a member of ICAO (International Civil Aviation

Organization), which promotes international civil aviation standards.

Market – the risk of

insufficient demand for

the project/ACI

Past/future market projections show progressive passenger and cargo demand traffic

to leverage ACI’s business plan. However, this will depend largely on how ACI

effectively executes its business plan. The management of ACI have extensive

experience in managing SMH carriers and conversant with the African market. They

have been responsible for the rapid growth of the airline. External market factors

beyond the control of ACI may pose a risk.

Medium

3.8 Knowledge Development

3.8.1 The project will provide the Bank an opportunity to deepen its knowledge on aviation finance,

beef-up understanding on the key issues affecting the industry, and maximising the impact of the

aviation sector in stimulating regional integration, trade, job creation, and economic growth. The

monitoring and evaluation of impact from the Project have been specifically designed to build and

disseminate this knowledge to the entities in charge of aviation policies at the national and regional

levels. The key lessons and knowledge gained in designing this novel transaction structure could serve

as a model to be replicated in future aviation finance projects.

4. LEGAL FRAMEWORK

4.1 Legal Instrument

4.1.1 The legal instruments associated with this project include inter alia: i) For the ADB Sovereign

Loan: a loan agreement between the Bank and the Republic of Côte D’Ivoire (the “Borrower”); ii) For

the ADF Loan: a loan agreement between the Fund and the Borrower; and iii) For the ADF Partial Risk

Guarantee: (a) a guarantee agreement between the Bank and the Letter of Credit commercial bank which

will be selected and (b) a counter-indemnity agreement between the Bank and the Borrower.

4.2 Conditions Associated with the Bank’s Intervention

A. Conditions Precedent to Loan Effectiveness

4.2.1 Effectiveness of the loan agreement and the counter-indemnity agreement shall be subject to

fulfilment by the Borrower of the conditions set forth in Section 12.01 of the General Conditions

Applicable to Loan Agreements and Guarantee Agreements of the Bank and the Fund (Sovereign

Entities).

4.2.2 Effectiveness of the guarantee agreement shall be subject to its signature by the Fund and the

commercial bank concerned, as well as signature of the counter-indemnity agreement and additional

conditions that may be negotiated with the commercial bank following its selection

B. Conditions Precedent to First Disbursement of the ADB and the ADF loans

4.2.3 In addition to the conditions for effectiveness mentioned under paragraph 4.2.1 above, first

disbursement of the loans shall be as follows:

ADB Loan:

The first disbursement of the ADB loan shall be subject to fulfilment by the Borrower of the following

conditions to the satisfaction of the Bank:

(i) Evidence of the creation of the SPV in form and substance satisfactory to the Bank;

(ii) Evidence of the execution of an on-lending agreement between Côte d’Ivoire and the SPV, in

form and substance satisfactory to the Bank; and

(iii) Evidence of the establishment of a special escrow account dedicated for the deposit of the lease

payments and transmission to the Bank of the escrow account agreement in form and substance

satisfactory to the Bank;

ADF Loan:

The first disbursement of the ADF loan shall be subject to fulfilment by the Borrower of the following

condition to the satisfaction of the Fund:

(i) Evidence of the establishment of a training plan satisfactory to the Fund.

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21

C. Other conditions applicable to the ADB and ADF loans

4.2.4 Furthermore, the Borrower should fulfil the following conditions, to the satisfaction of the

Bank/the Fund:

(i) Cause ACI to assign, by [15th December 2017] an E&S coordinator which qualifications and

experience are satisfactory to the Bank/the Fund.

D. Undertakings:

(i) The Borrower endorse the conclusions and implement the pertinent recommendations resulting

from the study on improving the Aviation Policy Environment; and

(ii) The Borrower shall comply with the timeline agreed upon for the new general capital increase on

To support the listing of ACI as and when the airline achieves financial stability.

(iii) The Government undertakes to cause ACDI to comply with the statutory capitalization requirements

provided for by the applicable company laws (OHADA);

(iv) The Government undertakes to cause ACDI to adopt Compliance Policies, namely Anti-Money

Laundering and Anti-Corruption Policies, in form and substance satisfactory to the Bank [Bank’s Integrity

Department (PIAC) is to provide assistance in that respect];

(v) The Government undertakes to cause ACDI’s corporate documentation to be amended in such a manner

to introduce two (2) independent members in the Board of Directors who will have proven experience in

the aviation sector; and

(vi) The Government shall cause ACDI to take appropriate steps for the purpose of (i) introducing in its bylaws

a provision by virtue of which no single Class C Shareholder will be entitled to hold a stake equal or higher

than a “blocking minority” determined on the basis of the applicable company laws, and (ii) ensuring that,

within three years of the date of signature of the Bank’s Public Sector Loan Agreement, no single Class C

Shareholder, unless otherwise agreed by the Bank, will hold a stake representing more than 20% of the

share capital, it being understood that such a restriction will apply until full repayment of the Bank’s Private

Sector Loan;

4.3 Conformity with Bank Policies

4.3.1 This project complies with all the Bank’s applicable policies.

5. RECOMMENDATION

5.1.1 Management hereby submits this report and recommendation concerning a proposal to award an

ADB sovereign loan of EUR51.164 million, an ADF loan of UA3.552 million (EUR4.264 million

million) and an ADF Partial Risk Guarantee (“PRG”) of EUR17.055 million (UA3.552 million will

be set aside from Côte d’Ivoire’s PBA) to the Republic of Côte d’Ivoire to finance the Air Côte

d’Ivoire Modernization & Expansion Program in accordance with the conditions set forth in this report.

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ANNEX I

I

COUNTRY MAP

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ANNEX II

II

COMPARATIVE SOCIO-ECONOMIC INDICATORS

YearCôte

D'IvoireAfrica

Develo-

ping

Countries

Develo-

ped

Countries

Basic Indicators

Area ( '000 Km²) 2016 322 30,067 97,418 36,907Total Population (millions) 2016 23.3 1,214.4 6,159.6 1,187.1Urban Population (% of Total) 2016 51.4 40.1 48.7 81.1Population Density (per Km²) 2016 73.1 41.3 65.1 33.8GNI per Capita (US $) 2015 1410 2 153 4 509 41 932Labor Force Participation *- Total (%) 2016 67.0 65.7 63.5 60.0Labor Force Participation **- Female (%) 2016 52.5 55.7 48.9 52.1Sex Ratio (per 100 female) 2016 103.4 100.1 106.0 105.0Human Dev elop. Index (Rank among 187 countries) 2015 171 ... ... ...Popul. Liv ing Below $ 1.90 a Day (% of Population) 2008 29.0 ... 21.1 ...

Demographic Indicators

Population Grow th Rate - Total (%) 2016 2.4 2.5 1.3 0.6Population Grow th Rate - Urban (%) 2016 3.6 3.6 2.4 0.8Population < 15 y ears (%) 2016 42.3 40.9 27.9 16.8Population 15-24 y ears (%) 2016 20.3 19.3 16.9 12.1Population >= 65 y ears (%) 2016 3.0 3.5 6.6 17.2Dependency Ratio (%) 2016 83.0 79.9 54.3 52.0Female Population 15-49 y ears (% of total population) 2016 23.5 24.0 25.7 22.8Life Ex pectancy at Birth - Total (y ears) 2016 52.3 61.5 69.9 80.8Life Ex pectancy at Birth - Female (y ears) 2016 53.2 63.0 72.0 83.5Crude Birth Rate (per 1,000) 2016 36.6 34.4 20.7 10.9Crude Death Rate (per 1,000) 2016 13.1 9.1 7.6 8.6Infant Mortality Rate (per 1,000) 2015 66.6 52.2 34.6 4.6Child Mortality Rate (per 1,000) 2015 92.6 75.5 46.4 5.5Total Fertility Rate (per w oman) 2016 4.9 4.5 2.6 1.7Maternal Mortality Rate (per 100,000) 2015 645.0 476.0 237.0 10.0Women Using Contraception (%) 2016 20.7 31.0 62.2 ...

Health & Nutrition Indicators

Phy sicians (per 100,000 people) 2005-2015 14.3 41.6 125.7 292.2Nurses and midw iv es (per 100,000 people) 2005-2015 47.9 120.9 220.0 859.4Births attended by Trained Health Personnel (%) 2010-2015 59.4 53.2 69.1 ...Access to Safe Water (% of Population) 2015 81.9 71.6 89.4 99.5Access to Sanitation (% of Population) 2015 22.5 39.4 61.5 99.4Percent. of Adults (aged 15-49) Liv ing w ith HIV/AIDS 2015 3.2 3.4 ... ...Incidence of Tuberculosis (per 100,000) 2015 159.0 240.6 166.0 12.0Child Immunization Against Tuberculosis (%) 2015 79.0 81.8 ... ...Child Immunization Against Measles (%) 2015 72.0 75.7 83.9 93.9Underw eight Children (% of children under 5 y ears) 2010-2015 15.7 18.1 15.3 0.9Prev alence of stunding 2010-2014 29.6 33.3 25.0 2.5Prev alence of undernourishment (% of pop.) 2015-2016 13.3 16.2 12.7 ...Public Ex penditure on Health (as % of GDP) 2014 1.7 2.6 3.0 7.7

Education Indicators

Gross Enrolment Ratio (%)

Primary School - Total 2010-2016 93.6 101.2 104.9 102.4 Primary School - Female 2010-2016 88.0 98.4 104.4 102.2 Secondary School - Total 2010-2016 43.9 52.6 71.1 106.3 Secondary School - Female 2010-2016 36.6 50.2 70.5 106.1Primary School Female Teaching Staff (% of Total) 2010-2016 27.8 47.1 59.8 81.0Adult literacy Rate - Total (%) 2010-2015 43.3 66.8 82.3 ...Adult literacy Rate - Male (%) 2010-2015 53.3 74.3 87.1 ...Adult literacy Rate - Female (%) 2010-2015 32.7 59.4 77.6 ...Percentage of GDP Spent on Education 2010-2015 4.7 5.0 4.0 5.0

Environmental Indicators

Land Use (Arable Land as % of Total Land Area) 2014 9.1 8.7 11.2 10.3Agricultural Land (as % of land area) 2014 64.8 41.7 37.9 36.4Forest (As % of Land Area) 2014 32.7 23.2 31.4 28.8Per Capita CO2 Emissions (metric tons) 2014 0.4 1.1 3.5 11.0

Sources : AfDB Statistics Department Databases; World Bank: World Development Indicators; last update :

UNAIDS; UNSD; WHO, UNICEF, UNDP; Country Reports.

Note : n.a. : Not Applicable ; … : Data Not Available. * Labor force participation rate, total (% of total population ages 15+)

** Labor force participation rate, female (% of female population ages 15+)

COMPARATIVE SOCIO-ECONOMIC INDICATORS

Côte D'Ivoire

June 2017

0

20

40

60

80

100

120

2000

2005

2009

2010

2011

2012

2013

2014

2015

Infant Mortality Rate( Per 1000 )

Côte D' Ivoi re Africa

0

500

1000

1500

2000

2500

2000

2005

2009

2010

2011

2012

2013

2014

2015

GNI Per Capita US $

Côte D' Ivoi re Africa

0.0

0.5

1.0

1.5

2.0

2.5

3.0

2000

2005

2009

2010

2011

2012

2013

2014

2015

Population Growth Rate (%)

Côte D'Ivo ire Africa

01020304050607080

2000

2005

2009

2010

2011

2012

2013

2014

2015

Life Expectancy at Birth (years)

Côte D' Ivoi re Africa

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ANNEX III

III

MAJOR RELATED PROJECTS FINANCED BY THE BANK AND OTHER

DEVELOPMENT PARTNERS OF THE COUNTRY

INFRASTRUCTURE NATURE OF WORKS AMOUNT

(CFAF

Million)

IMPLEMENTATION

PERIOD

FINANCING REMARKS

Extension of the North motorway Construction of an 85.9 km-long

double-lane motorway

166 400 Date of end of

commissioning:

December 2013

BADEA - OFID

IsBD – FSD –

FKDEA -

STATE

Tarring of the Boundiali-Bolona

road- 92.5 km

Tarring of single-lane road 23 930 Date of end of

commissioning:

December 2013

BOAD -STATE

Tarring of the Abobo-Anyama

road – 5.6 km

Tarring of double-lane road 9 400 Date of end of

commissioning : March

2015

BOAD -STATE

Urban road networks – Agboville

– Bingerville - Abobo

Urban road works 30 000 Date of end of

commissioning: March

2015

IDA

Abidjan-Bassam motorway Widening of the Place Akwaba -

Gonzagueville expressway

(double-lane) into three lanes over

a 10.68-km distance; Widening

into three lanes of the 17.45 km-

long Gonzagueville - Grand

Bassam motorway;

Reinforcement of the existing

road (single-lane) over a distance

of 14.04 km ; 05 footbridges

65 000 Date of end of

commissioning:

September 2015

Eximbank-China

STATE

Bolona-Tengréla road – 40 km Tarring works 15 000 Date of end of

commissioning:

June 2016

IDB - STATE Works ongoing

– 30%

executed

Reinforcement of the Aboisso-

Noé road

Reinforcement of 60.9 km of the

existing single-lane Aboisso-Noé

road; Rehabilitation and widening

of the 1.407 km-long and 1.408

km-long double-lane urban roads

in Aboisso and Noé respectively;

widening of Aboisso and Noé

bridges

22 000 Date of end of

commissioning:

June 2016

IDA Works ongoing

– 34%

executed

Tarring of the Bouna-Doropo-

Burkina border road

Tarring of the Bouna-Doropo-

Burkina Faso Border single-lane

road over a 91 km-long distance ;

construction of 3 54m-long

reinforced concrete slab bridges

(4 spans 12-15-15-12) ; Related

infrastructure

33 400 Date of end of

commissioning:

July 2017

BOAD -

BADEA

FSD – FKDEA -

STATE

Works ongoing

– 2% executed

Reinforcement of the Pont

Comoé-Agnibilekro-Abengourou

road

Reinforcement of 87.5 km of the

existing road

- urban section with 2x3.5m and

2x1.5m shoulder and a 3m

parking area in some places

- Abengourou section with 2x6m

and 2x2m interlocking paving

stone shoulder

32 000 Date of

commissioning:

September 2016

European Union Works ongoing

– 46%

executed

Reinforcement of the Adzopé-

Akoupé-Pont comoé road

Reinforcement of 78 km of the

existing single-lane road + 5 km

of urban road in Adzopé + 3 km

of urban road in Akoupé

21 000 Date of end of

commissioning:

October 2016

C2D Works ongoing

– 25%

executed

Reinforcement of the Ferké-

Ouangolo road

Reinforcement of the North road:

Section Ferké-Ouangolo section

covering a distance of 46 km

18 200 Date of end of

commissioning:

September 2016

C2D Works ongoing

– 17%

executed

Tarring of the Agboville-Rubino-

Cechi road

Tarring of the single-lane

Agboville-Rubino-Cechi road: -

6 km of urban road; - 60 km of

interurban road

36 000 Date of end of

commissioning:

September 2017

Eximbank-China

STATE

Works ongoing

Commenceme

nt stage

Page 34: PROJECT: AIR COTE D’IVOIRE MODERNIZATION & EXPANSION ... · Currency Equivalents August 2017 UA 1 = 1.40775 UA 1 USD = 1.20043 EUR UA 1 = 787.43046 Euro 1 CFA = 1.1727 USD Fiscal

ANNEX III

IV

Tarring of the Odienné-Gbéléban

road

Tarring of 72 km of the Odienné-

Gbéléban road

38 300 Date of end of

commissioning:

September 2017

Eximbank-China

STATE

Works ongoing

Commenceme

nt stage

Tarring of the Boundiali-Odienné

road

Development and tarring of

135km of the single-lane

Boundiali-Odienné road,

including the Madinani and

Tiemé access roads

62 000 Commencement date:

January 2016

IDB - STATE Procurement

process

ongoing

Reinforcement of the Grand

Bassam-Aboisso road

Reinforcement of 73 km of the

existing single-lane Grand

Bassam - Aboisso road

30 000 Commencement date:

November 2015

IDA - STATE Procurement

process

ongoing

Tarring of the Danané- Guinea

Border road

Tarring of 47 km of the single-

lane interurban road

19 000 Commencement date:

November 2015

AfDB - STATE Procurement

process

ongoing

Tarring of the Blolequin-

Touleupleu- Libéria Border road

Tarring of 65km of the single-

lane interurban road

27 000 Commencement date:

November 2015

Af DB- STATE Procurement

process

ongoing

Tarring of the Tabou-Prollo road Tarring of 36.5 km of the single-

lane interurban road

15 000 Commencement date:

November 2015

AfDB - STATE Procurement

process

ongoing

Construction of the

Yamoussoukro-Tiebissou

highway

Development and tarring of the

30km-long Yamoussoukro-

Tiebissou highway, a 6.5km-long

expressway, 2 bridges and 2

interchanges (Lolobo and

Tiebissou)

78 000 Commencement date:

March 2016

IDB - STATE Procurement

process

ongoing

Reinforcement of the Bouaké-

Ferké road

Reinforcement of 232 km of the

existing road (single-lane)

59 000 Commencement date:

June 2016

C2D Procurement

process

ongoing

Widening of the Boulevard de

Marseille and tarring of the

Yopougon IZ road network

Widening of 7 km of the double-

lane Boulevard de Marseille and

adjoining roads

Development and tarring of

1.281 km of the single-lane

Yopougon industrial zone road

25 000 Commencement date:

November 2015

FER (BOAD) Procurement

process

ongoing

Interchange on Bld VGE

Construction of a 6m-wide single-

lane one-way 3-level interchange

of about 2 700 m comprising: 16

engineering structures; and 06

reinforced soil access ramps

24 620 Engineering structure

completed in December

2014

BOAD - STATE

HKB bridge or 3rd bridge

1.558 km-long crib bridge – 30

50m-long three-lane spans

129 400 Engineering structure

completed in December

2014

PPP :

BOUYGUES –

STATE

Bank

participation to

the tune of

Jacqueville bridge

Construction of a single-lane 608

m-long bridge with 15 spans (that

is 2 end spans measuring 37.58m

and 13 intermediate spans

measuring 38.10 m)

20 340 Engineering structure

completed in March

2015

BOAD –

BADEA – OFID

- STATE

Béoumi bridge Construction of a 304 m-long

single-lane bridge over river

Bandama; Construction of a 94

m-long single-lane bridge over

river Kan; Rehabilitation of 32

km of the Béoumi-Kounahiri

earth road

16 300 Date of end of

commissioning:

November 2015

AFD - STATE Works ongoing

– 91%

executed

Construction of the Azito bridge

Construction of a 969.1 m-long

single-lane pre-stressed concrete

bridge

26 500 Commencement date:

January 2016

BOAD –BIDC-

STATE

Procurement

process

ongoing

Rehabilitation of the FHB bridge

Rehabilitation of a 372m-long

bridge with a new foundation and

reinforcement of the bridge deck

28 000 Commencement date:

January 2016

C2D - STATE Procurement

process

ongoing

Construction of the 5th bridge in

Abidjan

Construction of a bridge link

between Yopougon and plateau

100 000 Commencement date:

August 2016

PPP

Page 35: PROJECT: AIR COTE D’IVOIRE MODERNIZATION & EXPANSION ... · Currency Equivalents August 2017 UA 1 = 1.40775 UA 1 USD = 1.20043 EUR UA 1 = 787.43046 Euro 1 CFA = 1.1727 USD Fiscal

ANNEX IV

V

CÔTE D’IVOIRE: NATIONAL ACTIVE PROJECTS AS OF MAY 2017

Page 36: PROJECT: AIR COTE D’IVOIRE MODERNIZATION & EXPANSION ... · Currency Equivalents August 2017 UA 1 = 1.40775 UA 1 USD = 1.20043 EUR UA 1 = 787.43046 Euro 1 CFA = 1.1727 USD Fiscal

ANNEX V

VI

AIR COTE D’IVOIRE: FINANCIALS

Historical Financials 2013 – 2016

Projected Financials 2017 – 2030

Income statement (XOF) 2013 2014 2015 2016

Turnover 33 095 841 466 55 647 126 502 81 557 623 096 93 680 669 289

Gross margin on materials 0 0 73 313 170 936 85 694 498 159

Added value -14 483 476 559 -6 476 944 611 4 371 037 693 7 968 974 947

Gross operating margin -18 207 031 464 -11 860 855 949 -3 556 331 679 -2 135 062 825

Operating result -20 161 338 958 -13 449 465 052 -5 921 124 153 -6 000 666 744

Financial result -444 390 458 -679 674 319 -3 068 450 677 -4 270 459 629

Income from non-ordinary activities 0 341 093 340 836 253 000 1 541 180 790

Net result -20 605 729 416 -13 813 172 563 -8 828 757 919 -8 729 945 583

Balance sheet (XOF)

Net assets 5 854 938 325 33 177 867 700 54 241 587 391 74 101 240 094

Current assets 5 597 296 030 9 618 263 834 16 371 776 573 20 917 321 595

Cash assets 1 140 578 797 4 900 604 204 2 014 027 354 8 857 616 059

Foreign exchange - assets 0 123 945 481 461 466 650 1 141 221 452

Total assets 12 592 813 152 47 820 681 219 73 088 857 968 105 017 399 200

Equity -22 052 431 297 -13 365 603 860 -22 194 361 779 7 075 692 759

Financial debt 369 243 413 26 632 255 413 35 965 862 692 44 059 089 392

Incl. Loans from financial institutions 0 25 896 538 390 34 469 142 174 41 448 578 369

Incl. Financial provisions for risks and charges 369 243 413 735 717 023 1 496 720 518 2 610 511 023

Current liabilties 34 276 001 036 34 389 449 866 55 325 655 963 48 792 712 942

Cash liabilities 0 0 2 600 000 000 4 091 370 612

Foreign exchange - liabilities 0 164 579 800 1 391 701 092 998 533 495

Total Equity and Liabilities 12 592 813 152 47 820 681 219 73 088 857 968 105 017 399 200

Profitabity & Financial metrics 2013 2014 2015 2016

Turnover growth 288% 68% 47% 15%

ROIC (Operating result/Invested capital) (theoretical 2013*) 87% -176% -46% -14%

ROE (Net result / Equity) (Theoretical 2013,14,15)* 93% 103% 40% -123%

Gross debt (XOF) 0 25 896 538 390 37 069 142 174 45 539 948 981

Net debt (XOF) -1 140 578 797 20 995 934 186 35 055 114 820 36 682 332 922

Net Debt / Equity (Theoretical 2013,14,15)* 5% -157% -158% 518%

* The company recorded negative equity in 2013,14,15

CASHFLOW SUMMARY 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

Cashflow from Operating Activities

Revenue 181 877 198 344 207 071 220 300 233 081 243 211 252 037 262 767 272 218 283 394 283 394 283 394 283 394 283 394

Flight Related Cost (Variable) (122 078) (130 704) (136 450) (142 039) (144 576) (148 839) (155 731) (163 310) (170 518) (177 926) (179 935) (181 466) (183 503) (185 133)

Operating and Admin Expenses (56 849) (50 909) (51 578) (51 942) (49 826) (50 284) (51 542) (52 836) (54 167) (55 536) (54 622) (54 709) (54 797) (54 886)

Changes in WC (22 502) (957) 218 166 (218) 143 425 472 435 443 91 135 177 143

Taxes - - (1 050) (487) (2 435) (3 658) (4 126) (4 967) (5 536) (6 417) (6 443) (6 143) (5 724) (5 415)

Operating Cashflow (19 552) 15 774 18 211 25 998 36 025 40 574 41 062 42 126 42 433 43 958 42 485 41 211 39 547 38 103

Cashflow from Investing Activities

Aircraft Acquisition (incl. PDP Airbus) (72 823) (15 233) (17 598) (46 240) (56 535) - - - - - - - - -

BFE & Other Investments (13 638) (4 502) (10 723) (15 463) (5 819) (8 908) (8 395) (6 323) (8 119) (6 628) (5 227) (5 285) (5 335) (5 335)

Heavy maintenance (523) (1 244) (1 319) (1 470) (2 174) (808) (978) (4 634) (2 362) (3 595) (3 595) (3 595) (3 595) (3 595)

Total Cash used in Investment Activities (86 984) (20 979) (29 640) (63 173) (64 528) (9 716) (9 374) (10 956) (10 481) (10 223) (8 822) (8 880) (8 930) (8 930)

Cashflow from Financing Activities

Increase in Share Capital 41 717 28 133 30 008 - - - - - - - - - - -

Increase in LT Debt 90 000 - - 135 000 - - - - - - - - - -

Principal repayment (9 973) (11 691) (12 109) (24 540) (23 397) (28 875) (29 374) (34 644) (25 454) (22 143) (10 000) (10 000) (10 000) (10 000)

Interest payments (4 534) (4 978) (4 414) (12 034) (10 641) (9 287) (7 686) (5 855) (4 280) (3 064) (1 910) (1 607) (1 303) (1 000)

Net Cashflow generated from/(used in) Financing Activities 117 210 11 464 13 485 98 426 (34 039) (38 162) (37 060) (40 499) (29 735) (25 206) (11 910) (11 607) (11 303) (11 000)

Net Increase/(Decrease) in Cash 10 675 6 260 2 056 61 252 (62 542) (7 305) (5 371) (9 330) 2 217 8 529 21 753 20 724 19 314 18 173

Opening cash balance 8 209 18 884 25 144 27 200 88 452 25 910 18 605 13 234 3 904 6 121 14 650 36 402 57 127 76 441

Closing cash balance 18 884 25 144 27 200 88 452 25 910 18 605 13 234 3 904 6 121 14 650 36 402 57 127 76 441 94 614

Page 37: PROJECT: AIR COTE D’IVOIRE MODERNIZATION & EXPANSION ... · Currency Equivalents August 2017 UA 1 = 1.40775 UA 1 USD = 1.20043 EUR UA 1 = 787.43046 Euro 1 CFA = 1.1727 USD Fiscal

ANNEX VI

VII

ORGANISATIONAL STRUCTURE OF AIR COTE D’IVOIRE