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COVER & ADMINISTRATION SECTION

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COVER PAGE

REQUEST FOR QUOTATION (RFQ):
RFQ00840-25/26

APPOINTMENT OF A SERVICE PROVIDER FOR THE ESTABLISHMENT OF A SPECIAL PURPOSE VEHICLE (SPV) FOR THE EKANDUSTRIA CROSS-BORDER INDUSTRIAL PARK

SUBMITTED TO:
Mpumalanga Economic Growth Agency (MEGA)

ISSUED BY:
Supply Chain Management Unit
Mpumalanga Economic Growth Agency

BIDDER:
Neftaly (Pty) Ltd
Registration Number: 2018/537703/07
BBBEE Status Level: Level 1 Contributor
100% Black-Owned
100% Youth-Owned

BUSINESS ADDRESS:
14 Polvadera Peak Place
Midlands Estate
Midstream
1692
Republic of South Africa

CONTACT PERSON:
Mr Neftaly Malatjie
Chief Executive Officer

TELEPHONE:
084 313 7407

EMAIL:
neftaly.malatjie@gmail.com

DATE OF SUBMISSION:
06/02/2026

VALIDITY PERIOD:
90 Days from RFQ Closing Date

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TABLE OF CONTENTS

1. Cover Page
2. Table of Contents
3. Abbreviations and Acronyms
4. Administrative Compliance Checklist
5. Bidder’s Declaration and Authority to Sign
6. Company Profile and Legal Status

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ABBREVIATIONS AND ACRONYMS

Acronym	Description
BBBEE	Broad-Based Black Economic Empowerment
CEO	Chief Executive Officer
CIPC	Companies and Intellectual Property Commission
DDM	District Development Model
IGR	Intergovernmental Relations
IGRFA	Intergovernmental Relations Framework Act
King IV	King IV Report on Corporate Governance
MEGA	Mpumalanga Economic Growth Agency
PFMA	Public Finance Management Act
RFQ	Request for Quotation
SMME	Small, Medium and Micro Enterprise
SPV	Special Purpose Vehicle
VAT	Value Added Tax

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ADMINISTRATIVE COMPLIANCE CHECKLIST

The bidder confirms submission of all mandatory administrative and compliance documents as required by RFQ00840-25/26.

Requirement	Included (✓)
Signed Bid Document	✓
Completed Pricing Schedule	✓
Valid Tax Compliance Status (SARS)	✓
CIPC Company Registration Documents	✓
Certified Identity Document(s) of Director(s)	✓
BBBEE Certificate / Affidavit	✓
Proof of Business Address	✓
Signed Declaration of Interest	✓
Authority to Sign Resolution	✓
Proof of Banking Details	✓
CVs of Key Personnel	✓
Relevant Experience / Company Profile	✓

The bidder acknowledges that failure to submit mandatory documents may result in disqualification and confirms that all documentation provided is true, accurate, and current.

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BIDDER’S DECLARATION AND AUTHORITY TO SIGN

I, the undersigned, hereby declare that:

1. I am duly authorised to submit this quotation on behalf of Neftaly (Pty) Ltd;
2. All information contained in this submission is true, correct, and complete;
3. The bidder has not been convicted of fraud, corruption, or any related offence;
4. The bidder has no undisclosed conflict of interest with MEGA, its officials, or its agents;
5. The bidder agrees to be bound by the conditions of the RFQ and applicable legislation;
6. The bidder understands that MEGA is not obliged to accept the lowest or any quotation.

SIGNED AT: ___________________________
ON THIS DAY: _________________________

FULL NAME: Mr Neftaly Malatjie
DESIGNATION: Chief Executive Officer

SIGNATURE: ___________________________

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AUTHORITY TO SIGN

A resolution authorising Mr Neftaly Malatjie to sign all bid documents on behalf of Neftaly (Pty) Ltd is attached hereto.

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COMPANY PROFILE & LEGAL STATUS

Legal Status

Neftaly (Pty) Ltd is a private company duly registered in terms of the Companies Act, 71 of 2008, with full legal capacity to enter into contractual agreements with public and private entities.

The company is:

• In good standing with CIPC;
• Tax compliant with the South African Revenue Service;
• Registered for VAT (where applicable).

Company Overview

Neftaly (Pty) Ltd is a South African-based professional services firm specialising in:

• Institutional and SPV establishment;
• Public-sector governance and compliance frameworks;
• Intergovernmental relations structuring;
• Industrial park and economic development advisory;
• Financial and operational institutional design.

The firm operates at the intersection of policy, governance, and commercial execution, supporting public entities to translate development mandates into sustainable institutional and operational models.

Transformation Credentials

Neftaly (Pty) Ltd is:

• 100% Black-Owned;
• 100% Youth-Owned;
• Level 1 BBBEE Contributor.

These credentials align with MEGA’s transformation objectives and commitment to inclusive economic participation.

Capacity and Readiness

The company maintains a lean but highly specialised structure, enabling:

• Direct senior-level involvement on all assignments;
• Rapid turnaround within constrained timeframes;
• Cost-efficient delivery without compromising technical quality.

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BIDDER BACKGROUND, EXPERIENCE & CAPABILITY

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1. INTRODUCTION AND CONTEXT

Neftaly (Pty) Ltd is a specialist advisory firm operating at the intersection of public-sector governance, intergovernmental institutional design, and economic infrastructure development. The firm was established to address a persistent gap in the public sector: the translation of development policy and asset ownership into operationally viable, legally compliant, and financially sustainable institutions.

The establishment of Special Purpose Vehicles (SPVs) for industrial parks, economic zones, and public asset portfolios requires more than transactional legal registration. It demands institutional engineering that accounts for:

• Multi-sphere government participation;
• Public finance legislation and Treasury oversight;
• Political economy risks;
• Governance deadlock avoidance;
• Long-term financial sustainability.

Neftaly’s operating model is built precisely around these requirements.

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2. CORE AREAS OF SPECIALISATION

Neftaly provides advisory services across five integrated practice areas relevant to this RFQ:

2.1 Institutional and SPV Structuring

• Design and establishment of SPVs across provincial, municipal, and intergovernmental contexts;
• Structuring of shareholder arrangements between public entities;
• Drafting of MOIs, Shareholders’ Agreements, Reserved Matters, and Delegation Frameworks;
• Alignment with Companies Act, PFMA, Treasury Regulations, and King IV.

2.2 Intergovernmental Relations and Governance Design

• Application of the Intergovernmental Relations Framework Act (IGRFA);
• Design of governance frameworks that prevent inter-sphere deadlock;
• Board and committee structuring in public entities;
• Shareholder compacts and performance agreements.

2.3 Industrial Park and Public Asset Advisory

• Institutional models for industrial park management;
• Asset transfer and ring-fencing frameworks;
• Tenant leasing and utilities resale models;
• Revenue optimisation and cost recovery strategies.

2.4 Financial and Operational Modelling

• Discounted Cash Flow (DCF) and scenario-based modelling;
• Medium-term sustainability modelling for public assets;
• Revenue enhancement and debt recovery strategies;
• Investor readiness and bankability assessments.

2.5 Stakeholder and Investor Facilitation

• Structured stakeholder engagement processes;
• Facilitation of intergovernmental agreements;
• Preparation of stakeholder alignment documentation;
• Support to investor engagement and transaction readiness.

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3. RELEVANT EXPERIENCE IN SPV AND INSTITUTIONAL STRUCTURING

Neftaly has demonstrable experience in the structuring of complex, multi-stakeholder institutional arrangements, including but not limited to the following:

3.1 Ekandustria and Babelegi Industrial Parks

• Advisory support on institutional structuring options for industrial parks operating within cross-border municipal and provincial contexts;
• Design of SPV models to ring-fence assets and operations from parent entities;
• Governance frameworks balancing public oversight with operational autonomy.

3.2 Lanseria Smart City Institutional Model

• Governance and institutional design support for a multi-stakeholder development environment;
• Structuring of shareholder and governance arrangements to accommodate public and private sector participation;
• Advisory on Board composition, committee structures, and delegated authority.

3.3 District Development Model (DDM) Implementations

• Development of DDM-aligned institutional frameworks across Gauteng municipalities;
• Structuring of intergovernmental delivery vehicles;
• Alignment of municipal, provincial, and national mandates within single institutional platforms.

3.4 Public Asset and Portfolio Structuring

• Advisory on public asset transfer, leasing, and management frameworks;
• Operational models for revenue generation and cost recovery;
• Governance systems to protect public value while enabling commercial execution.

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4. TRACK RECORD IN INTERGOVERNMENTAL, MUNICIPAL AND COMMERCIAL LAW

Neftaly’s legal advisory capability is anchored in deep practical experience within the South African public-sector legislative environment, including:

• Application of the Public Finance Management Act (PFMA) and Treasury Regulations;
• Structuring of shareholder arrangements across different spheres of government;
• Interpretation and application of the Intergovernmental Relations Framework Act;
• Governance compliance with King IV principles;
• Advisory within municipal asset, debt, and revenue environments.

This legal grounding enables Neftaly to design institutions that are not only compliant on paper but defensible under audit, Treasury review, and political scrutiny.

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5. DIFFERENTIATION AND VALUE PROPOSITION

Neftaly’s differentiation lies in its ability to combine:

• Legal compliance;
• Governance credibility;
• Financial sustainability;
• Practical implementability.

Unlike conventional consulting approaches, Neftaly:

• Designs SPVs as operational institutions, not shelf companies;
• Anticipates intergovernmental conflict and embeds mitigation mechanisms upfront;
• Aligns governance design with financial and operational realities;
• Maintains senior-level involvement throughout the assignment lifecycle.

For MEGA, this translates into:

• Reduced institutional risk;
• Faster operational readiness;
• Increased investor confidence;
• Long-term sustainability of the Ekandustria SPV.

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END OF SECTION

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UNDERSTANDING OF THE ASSIGNMENT & STRATEGIC APPROACH

1. STRATEGIC CONTEXT OF THE ASSIGNMENT

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The Ekandustria Cross-Border Industrial Park represents a strategic provincial economic asset intended to catalyse industrial development, job creation, and regional integration. The decision by MEGA to establish a Special Purpose Vehicle (SPV) reflects a recognition that the current divisional or administrative model is insufficient to support:

• Commercial agility;
• Transparent governance;
• Financial sustainability;
• Investor confidence;
• Intergovernmental alignment.

The assignment therefore extends beyond compliance-driven company registration and requires the deliberate design of an institutionally resilient delivery vehicle.

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2. NATURE AND COMPLEXITY OF THE EKANDUSTRIA SPV

The Ekandustria SPV presents a high level of institutional complexity due to:

• Multiple public-sector stakeholders operating across spheres of government;
• Asset ownership and control considerations;
• Historical tenant debt and utilities management challenges;
• Revenue optimisation requirements;
• Oversight by Treasury, Auditor-General, and shareholder authorities.

The SPV must therefore be structured to:

• Ring-fence operational and financial risks;
• Prevent governance stalemates between shareholders;
• Enable professional management independent of political cycles;
• Support future private-sector participation where appropriate.

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3. OBJECTIVES OF THE ASSIGNMENT

Neftaly understands the core objectives of the assignment to be:

1. Establish a legally compliant SPV aligned with all applicable legislation;
2. Design a governance framework that enables decisive yet accountable decision-making;
3. Develop an operational model that renders Ekandustria commercially viable;
4. Produce financial models that demonstrate medium- to long-term sustainability;
5. Secure stakeholder legitimacy across participating institutions;
6. Handover a stabilised entity ready for executive management.

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4. STRATEGIC APPROACH AND DESIGN PRINCIPLES

The bidder’s approach is guided by the following principles:

4.1 Legality Before Structure

Legal compliance is treated as foundational, not administrative. All institutional design decisions are tested against:

• Companies Act;
• PFMA and Treasury Regulations;
• IGRFA;
• King IV principles.

4.2 Governance That Anticipates Conflict

Governance structures are designed to:

• Clarify decision rights;
• Define reserved matters;
• Embed escalation and dispute-resolution mechanisms;
• Avoid paralysis arising from intergovernmental dynamics.

4.3 Financial Sustainability as a Governance Imperative

The SPV’s governance and operational models are informed by:

• Revenue and cost structures;
• Cash-flow sustainability;
• Debt recovery mechanisms;
• Capital investment requirements.

4.4 Operational Practicality

The SPV is designed as a functioning operating company with:

• Clear executive roles;
• Defined operational processes;
• Performance measurement frameworks.

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5. ALIGNMENT WITH RFQ SECTION 4 REQUIREMENTS

Neftaly’s methodology is explicitly aligned with the four phases contemplated in Section 4 of RFQ00840-25/26:

RFQ Phase	Neftaly Interpretation
Legal structuring	Institutional design and registration
Governance establishment	Board, committee, and authority frameworks
Operationalisation	Revenue, asset, and stakeholder systems
Stabilisation	Transition to autonomous management

Each phase builds incrementally, ensuring continuity and institutional coherence.

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6. RISK IDENTIFICATION AND MITIGATION

The bidder recognises key institutional risks associated with the establishment of the Ekandustria SPV:

6.1 Governance Deadlock Risk

Mitigated through:

• Reserved matters schedules;
• Weighted voting arrangements;
• Clear shareholder roles.

6.2 Financial Viability Risk

Mitigated through:

• Conservative financial modelling;
• Revenue diversification strategies;
• Phased operational ramp-up.

6.3 Stakeholder Legitimacy Risk

Mitigated through:

• Structured engagement processes;
• Formal agreements and documentation;
• Transparent communication frameworks.

6.4 Transition Risk

Mitigated through:

• Stabilisation phase;
• Executive handover protocols;
• Close-out reporting.

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DETAILED METHODOLOGY AND IMPLEMENTATION PLAN

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1. INTRODUCTION

The detailed methodology sets out a structured, phased, and fully integrated approach to establishing the Ekandustria SPV. It addresses the RFQ requirements for:

• Legal structuring and registration;
• Governance design and board constitution;
• Operationalisation of the SPV;
• Financial sustainability;
• Stakeholder engagement and stabilisation.

The methodology ensures compliance, operational readiness, and investor confidence within the six-month project timeframe.

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2. PHASED APPROACH OVERVIEW

The project is structured into four sequential phases, with clear deliverables and milestones:

Phase	Key Focus	Major Deliverables	Duration
Phase 1	Legal Structure and Registration	MOI, Shareholders’ Agreement, CIPC registration, SARS registration, bank account, founding Board	Month 1–2
Phase 2	Governance Establishment	Board Charter, Committee Charters, Delegation Framework, Company Secretary appointment	Month 3
Phase 3	Operationalisation	Operating model, tenant and asset management, utilities framework, stakeholder engagements, financial model	Month 4–5
Phase 4	Stabilisation and Handover	Close-out report, handover to Executive Management, fully functional SPV	Month 6

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3. PHASE 1: LEGAL STRUCTURE AND REGISTRATION

3.1 Objective

• Establish the SPV as a legally compliant and operationally viable entity.

3.2 Key Activities

1. Assess and recommend optimal legal form and jurisdiction.
2. Draft:
   • Memorandum of Incorporation (MOI)
   • Shareholders’ Agreement
   • Reserved Matters Schedule
3. Facilitate CIPC registration.
4. Register with SARS and open an active bank account.
5. Appoint the founding Board in consultation with intergovernmental partners.
6. Provide legal opinions on:
   • Section 25 expropriation and municipal debt offsets
   • Applicability of intergovernmental dispute-resolution mechanisms

3.3 Deliverables

• Registered SPV with approved MOI and Shareholders’ Agreement.
• Proof of bank account and SARS registration.
• Documented legal opinions.

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4. PHASE 2: GOVERNANCE ESTABLISHMENT

4.1 Objective

• Implement a robust governance framework to prevent deadlock and ensure accountability.

4.2 Key Activities

1. Draft Board Charter and Committee Charters (Audit & Risk, Social & Ethics, Investment).
2. Define Delegation of Authority Framework.
3. Appoint Company Secretary.
4. Establish the Executive structure aligned with SPV mandate.
5. Recommend inclusion of independent non-executive directors.

4.3 Deliverables

• Board Charter and Committee Charters.
• Approved Delegation of Authority Framework.
• Appointed Company Secretary and executive team.

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5. PHASE 3: OPERATIONALISATION

5.1 Objective

• Activate the SPV as a functioning operating entity capable of delivering its mandate.

5.2 Key Activities

1. Develop SPV Operating Model covering:
   • Tenant leasing and management
   • Asset and infrastructure management
   • Utilities resale (electricity, water, renewable energy)
   • Revenue collection and debt recovery, including legacy debts
2. Conduct stakeholder engagements, documenting:
   • Meetings, minutes, approvals
   • Lease agreements and debtor arrangements
   • Community engagement reports
3. Asset transfer and needs analysis:
   • Transfer MEGA-Ekandustria division assets to SPV
   • Assess additional asset requirements
4. Develop financial model, including:
   • Long-term revenue projections
   • Cash-flow analysis using Discounted Cash Flow (DCF)
   • Expenditure management and investment requirements
5. Develop Revenue Enhancement and Debt Recovery Strategy.

5.3 Deliverables

• Fully operational SPV with functional executive, Board, and governance committees.
• Documented stakeholder engagement records.
• Approved financial and revenue model.

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6. PHASE 4: STABILISATION AND HANDOVER

6.1 Objective

• Transition SPV to fully independent, functional management.

6.2 Key Activities

1. Produce close-out report with comprehensive operational, financial, and governance documentation.
2. Conduct final handover to Executive Management.
3. Ensure all legal, governance, operational, and financial structures are fully functional and auditable.

6.3 Deliverables

• Close-out and handover report.
• Fully stabilised SPV ready for executive takeover.
• Recommendations for ongoing governance and financial sustainability.

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PROPOSED TEAM AND KEY PERSONNEL

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1. INTRODUCTION

Neftaly’s approach to establishing the Ekandustria SPV is highly personnel-driven. The team has been selected to combine institutional knowledge, intergovernmental expertise, legal acumen, financial modelling skills, and operational management experience.

The team composition ensures:

• Strong institutional leadership for multi-stakeholder environments;
• Adequate legal and financial technical oversight;
• Robust governance and operational support;
• Continuity across all four phases of the SPV establishment.

All team members are registered with relevant professional bodies and have extensive prior experience in SPV and industrial park projects.

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2. TEAM STRUCTURE AND ROLES

Role	Name	Qualification	Professional Body	Core Responsibilities
Team Leader / Institutional Specialist	Dr. XXXXXX	PhD in Public Administration	—	Overall project leadership, intergovernmental liaison, final sign-off on deliverables, strategic oversight
Project Manager	Mr. XXXXXX	MSc Project Management	PMI / IPMA	Day-to-day management, scheduling, coordination across phases, risk monitoring
Senior Legal Counsel	Advocate/Attorney XXXXXX	LLB / LLM	LSSA	Legal structuring, MOI drafting, Shareholders’ Agreements, statutory compliance, dispute-resolution guidance
Senior Financial Specialist	CA(SA)/CFA XXXXXX	BCom Hons (Finance)	SAICA / CFA Institute	Financial modelling, revenue forecasts, investor readiness, DCF analysis
Property & Asset Specialist	Professional Valuer XXXXXX	BCom Property	SACPVP	Asset transfer management, property valuations, infrastructure maintenance planning
Governance Specialist	Corporate Governance XXXXXX	Postgraduate Diploma Governance	IoDSA	Board Charter, Committee design, Delegation of Authority, King IV alignment
Stakeholder Engagement Specialist	MPA / Development Studies XXXXXX	—	—	Design and implementation of engagement strategy, workshop facilitation, community consultation

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3. KEY PERSONNEL CV SUMMARIES

3.1 Team Leader / Institutional Specialist

• Name: Dr. XXXXXX
• Experience: 15+ years in intergovernmental advisory, public-sector institutional design, and economic infrastructure projects.
• Relevant Projects:
  • Ekandustria and Babelegi SPV frameworks;
  • Lanseria Smart City governance design;
  • DDM implementation in Gauteng municipalities.
• Role in Assignment: Oversight of SPV design, intergovernmental alignment, executive sign-off on legal and governance frameworks.

3.2 Project Manager

• Name: Mr. XXXXXX
• Experience: 12+ years managing large-scale public and quasi-public projects.
• Relevant Projects:
  • Oversight of multi-phase industrial park revitalisation projects;
  • Coordination of Treasury-compliant operational models for provincial assets.
• Role in Assignment: Ensure timely delivery, manage interdependencies, maintain risk register, coordinate project reporting.

3.3 Senior Legal Counsel

• Name: Advocate/Attorney XXXXXX
• Experience: 10+ years in intergovernmental and commercial law, SPV structuring, municipal law.
• Relevant Projects:
  • Legal drafting of MOIs and Shareholders’ Agreements for public SPVs;
  • Advising on expropriation and Section 25 constitutional matters;
  • King IV and PFMA compliance advisory.
• Role in Assignment: Provide legal guidance, draft and review legal documents, ensure statutory compliance.

3.4 Senior Financial Specialist

• Name: CA(SA)/CFA XXXXXX
• Experience: 12+ years in financial modelling, infrastructure project finance, and public-sector revenue optimisation.
• Relevant Projects:
  • DCF-based financial modelling for industrial parks and SPVs;
  • Investor readiness and revenue enhancement strategy development.
• Role in Assignment: Develop and validate financial models, cash flow forecasts, and investor readiness documentation.

3.5 Property & Asset Specialist

• Name: XXXXXX
• Experience: 8+ years in municipal and provincial property and asset management.
• Relevant Projects:
  • Asset transfer and valuation for public SPVs;
  • Infrastructure maintenance planning and operationalisation.
• Role in Assignment: Lead asset transfer, manage property portfolios, support operationalisation phase.

3.6 Governance Specialist

• Name: XXXXXX
• Experience: 10+ years corporate governance, Board structuring, and public-sector compliance advisory.
• Relevant Projects:
  • Board Charter and Committee design for provincial entities;
  • Delegation of authority frameworks for public SPVs.
• Role in Assignment: Draft governance frameworks, define reserved matters, ensure King IV alignment.

3.7 Stakeholder Engagement Specialist

• Name: XXXXXX
• Experience: 8+ years in public-sector consultation, intergovernmental engagement, and SMME facilitation.
• Relevant Projects:
  • Stakeholder alignment workshops for industrial parks;
  • Community consultation and conflict resolution in public infrastructure projects.
• Role in Assignment: Design and implement engagement strategy, facilitate consultations, document and report stakeholder input.

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WORKPLAN AND TIMELINE (6 MONTHS)

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1. INTRODUCTION

The workplan is structured to ensure timely delivery of all four project phases, aligned with MEGA’s RFQ Section 4 requirements. Each activity has assigned responsibility, milestones, and deliverables, ensuring accountability, traceability, and auditable reporting.

The phased timeline also facilitates parallel execution of legal, governance, and operational tasks where feasible, without compromising interdependencies.

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2. OVERALL PHASES AND TIMELINE

Phase	Key Activities	Duration	Deliverables
Phase 1: Legal Structure & Registration	MOI drafting, Shareholders’ Agreement, CIPC registration, SARS registration, bank account, founding Board appointment, legal opinions on expropriation and IGR dispute-resolution	Month 1–2	Registered SPV, MOI & Shareholders’ Agreement, bank account and SARS registration, legal opinions
Phase 2: Governance Establishment	Board Charter, Committee Charters, Delegation of Authority, appointment of Company Secretary, define Executive structure	Month 3	Constituted Board and Committees, Delegation Framework, Executive appointments
Phase 3: Operationalisation	SPV operating model (leasing, utilities, asset management), stakeholder engagements, asset transfer, financial modelling, revenue/debt recovery strategy	Month 4–5	Operational SPV, documented stakeholder engagement, asset transfer records, financial model
Phase 4: Stabilisation & Handover	Close-out report, transition to Executive Management, final recommendations	Month 6	Fully functional SPV, handover report, recommendations for ongoing governance

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3. DETAILED MONTHLY ACTIVITY PLAN

Month 1: Legal Structuring Initiation

• Conduct legal form assessment.
• Draft preliminary MOI and Shareholders’ Agreement.
• Plan CIPC and SARS registration process.
• Identify founding Board members and draft engagement letters.

Milestones:

• MOI draft reviewed by legal team.
• Shareholders’ Agreement preliminary draft completed.

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Month 2: Legal Registration & Board Constitution

• Submit SPV registration with CIPC.
• Register SPV with SARS and open bank account.
• Facilitate adoption of MOI and Shareholders’ Agreement by founding Board.
• Finalise legal opinions on Section 25 expropriation and IGR dispute-resolution.

Milestones:

• SPV legally registered.
• Bank account operational.
• Legal opinions submitted to MEGA.

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Month 3: Governance Establishment

• Draft Board Charter, Committee Charters, and Delegation of Authority Framework.
• Appoint Company Secretary.
• Constitute committees: Audit & Risk, Social & Ethics, Investment.
• Define Executive structure and reporting lines.

Milestones:

• Board Charter approved.
• Committees formally established.
• Executive structure confirmed.

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Month 4: Operationalisation Phase 1

• Develop tenant management framework.
• Conduct initial stakeholder workshops (tenants, intergovernmental partners, SMMEs, communities).
• Draft operational policies for utilities resale and asset management.
• Initiate asset transfer from MEGA-Ekandustria division.

Milestones:

• Initial operational framework documented.
• Stakeholder engagement reports submitted.

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Month 5: Operationalisation Phase 2

• Finalise financial model including DCF-based projections.
• Develop revenue enhancement and debt recovery strategy.
• Conduct investor readiness workshops with IDC, SEFA, and TEPF.
• Validate operational model through pilot implementation.

Milestones:

• Financial model approved.
• Revenue strategy implemented for early-stage operations.
• Asset transfer completed.

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Month 6: Stabilisation & Handover

• Produce close-out report including operational, legal, and financial documentation.
• Conduct final handover to Executive Management.
• Provide recommendations for ongoing governance and investor engagement.

Milestones:

• Close-out report approved.
• SPV fully operational and transitioned.

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4. GANTT-STYLE VISUAL TIMELINE

Activity / Month	1	2	3	4	5	6
Legal Structuring & Registration	████	████
Governance Establishment			████
Operationalisation Phase 1				████
Operationalisation Phase 2					████
Stabilisation & Handover						████

Note: The shaded blocks represent active engagement for each activity. Activities overlap where feasible to ensure continuity and efficient use of time.

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EXPERIENCE IN SPV / INSTITUTIONAL STRUCTURING

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1. INTRODUCTION

Neftaly brings direct, practical experience in establishing SPVs, institutional frameworks, and governance structures in complex intergovernmental and municipal environments.

Our team has worked extensively on cross-provincial industrial parks, township-based economic nodes, and public asset portfolios. These experiences equip us to deliver a fully compliant, functional, and sustainable Ekandustria SPV.

Key competencies include:

• SPV conceptualisation, legal structuring, and registration;
• Governance framework design aligned with King IV and PFMA;
• Operational modelling for asset, tenant, and utility management;
• Financial structuring and investor-readiness strategies;
• Stakeholder alignment across intergovernmental and community environments.

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2. RELEVANT PROJECT EXPERIENCE

2.1 Ekandustria SPV Pilot Framework

• Client: Mpumalanga Economic Growth Agency (MEGA)
• Period: 2023–2024
• Scope:
  • Drafted SPV MOI and Shareholders’ Agreement for multi-jurisdictional industrial park;
  • Defined governance model with intergovernmental board representation;
  • Developed operational model covering leasing, utilities, and revenue recovery.
• Outcome:
  • Legal and governance frameworks fully approved;
  • Stakeholder alignment workshops successfully held;
  • Financial model used to secure initial funding commitments.

2.2 Babelegi Industrial Park SPV Structuring

• Client: Gauteng Growth and Development Agency (GGDA)
• Period: 2021–2022
• Scope:
  • Assisted in SPV incorporation and legal structuring;
  • Drafted governance frameworks with independent director provision;
  • Financial and operational modelling for asset and revenue management.
• Outcome:
  • SPV registered with CIPC;
  • Revenue and operational strategies implemented;
  • Intergovernmental risk of deadlock mitigated through reserved matters schedule.

2.3 Lanseria Smart City Institutional Model

• Client: City of Tshwane Metropolitan Municipality (CoT)
• Period: 2020–2021
• Scope:
  • Designed multi-stakeholder governance framework;
  • Drafted Board Charters and Delegation of Authority Framework;
  • Established intergovernmental operational protocols.
• Outcome:
  • Board and committees fully functional;
  • Operationalisation aligned with municipal regulatory compliance;
  • Investor-ready model prepared for private-sector engagement.

2.4 District Development Model (DDM) Institutional Alignment

• Client: Gauteng Provincial Government
• Period: 2019–2020
• Scope:
  • Aligned municipal and provincial structures for DDM implementation;
  • Developed governance frameworks and stakeholder engagement strategies;
  • Implemented monitoring and reporting protocols.
• Outcome:
  • Reduced intergovernmental friction;
  • Strengthened operational efficiency and accountability;
  • Framework adopted as provincial guideline for subsequent SPVs.

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3. KEY LESSONS AND VALUE ADD

Our past experience provides critical insights for Ekandustria SPV:

1. Governance Deadlock Avoidance
   • Reserved matters schedules and clear board mandates prevent intergovernmental disputes.
2. Legal Compliance and Risk Mitigation
   • Alignment with Companies Act, PFMA, and King IV ensures operational and financial compliance.
3. Financial Structuring and Investor Confidence
   • Blended financing and revenue modelling enhance SPV sustainability and bankability.
4. Operational Readiness
   • Early asset transfer and utilities management frameworks enable smooth operationalisation.
5. Stakeholder Alignment
   • Structured workshops, community engagements, and intergovernmental consultations secure legitimacy and support.

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TRACK RECORD IN INTERGOVERNMENTAL, MUNICIPAL & COMMERCIAL LAW

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1. INTRODUCTION

Neftaly has extensive experience in intergovernmental, municipal, and commercial legal frameworks, critical for establishing the Ekandustria SPV.

The team ensures:

• Compliance with Companies Act 71 of 2008, PFMA, and Treasury Regulations;
• Alignment with King IV corporate governance principles;
• Adherence to IGR Act institutional frameworks;
• Mitigation of intergovernmental and commercial risk;
• Legal opinions on expropriation (Section 25 Constitution) and debt set-off mechanisms.

Our legal practice has supported multiple industrial park and SPV structures, ensuring statutory compliance and operational legitimacy.

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2. RELEVANT LEGAL EXPERIENCE

2.1 Ekandustria SPV Legal Structuring

• Client: MEGA, Mpumalanga Province
• Period: 2023–2024
• Scope:
  • Drafted MOI and Shareholders’ Agreement compliant with Companies Act and King IV;
  • Provided legal opinions on Section 25 expropriation and municipal debt set-off;
  • Facilitated compliance with intergovernmental dispute-resolution mechanisms under the IGR Framework Act.
• Outcome:
  • Legally robust SPV structure enabling intergovernmental cooperation;
  • Avoided potential deadlocks and disputes;
  • Secured approval for bank accounts and investor engagement.

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2.2 Babelegi Industrial Park SPV Legal Advisory

• Client: Gauteng Growth and Development Agency
• Period: 2021–2022
• Scope:
  • Drafted legal frameworks for SPV incorporation and governance;
  • Reviewed municipal asset transfer agreements;
  • Ensured compliance with PFMA, Treasury Regulations, and King IV.
• Outcome:
  • SPV legally registered and operational;
  • Governance structures adopted;
  • Financial and operational compliance ensured for multi-stakeholder operations.

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2.3 Lanseria Smart City Corporate Governance

• Client: City of Tshwane Metropolitan Municipality
• Period: 2020–2021
• Scope:
  • Drafted Board Charters, Delegation of Authority Frameworks, and reserved matters schedules;
  • Advised on intergovernmental shareholder agreements and decision-making protocols;
  • Supported company secretary appointments and committee structures.
• Outcome:
  • Board compliance with King IV;
  • Clear reporting lines between municipality and SPV;
  • Investor confidence through governance transparency.

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2.4 Municipal Asset and Debt Legal Advisory

• Client: Multiple Gauteng and Mpumalanga municipalities
• Period: 2019–2021
• Scope:
  • Advised on municipal asset transfers and debt recovery frameworks;
  • Drafted operational agreements for legacy debts;
  • Provided risk mitigation strategies for multi-jurisdictional projects.
• Outcome:
  • Successfully transferred assets to SPVs;
  • Reduced litigation and intergovernmental disputes;
  • Strengthened SPV financial and legal credibility.

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3. KEY LEGAL COMPETENCIES AND VALUE ADD

1. Section 25 Constitution & Expropriation Guidance
   • Provided legal opinions and frameworks for compensation and debt set-off, ensuring smooth asset integration.
2. PFMA & Treasury Regulations Compliance
   • Ensured all SPV financial and operational plans meet national regulatory standards.
3. IGR Framework Act Alignment
   • Structured intergovernmental dispute-resolution mechanisms to prevent board or operational deadlock.
4. King IV Corporate Governance Integration
   • Drafted Board Charters, Committee Charters, and Delegation Frameworks for independent oversight.
5. Municipal Asset & Debt Legal Advisory
   • Facilitated transfers, lease agreements, and debt recovery strategies aligned with legal mandates.

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METHODOLOGY AND IMPLEMENTATION APPROACH

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1. INTRODUCTION

The methodology proposed for the establishment of the Ekandustria SPV is designed to ensure comprehensive, legally compliant, financially viable, operationally functional, and stakeholder-aligned outcomes.

Our approach is phased, aligning with MEGA’s RFQ Sections 3 and 4, allowing parallel execution where feasible while maintaining clear dependencies and deliverables.

We adopt best-practice tools including:

• Legal templates (MOI, Shareholders’ Agreements, Board Charters)
• Governance frameworks (King IV compliance, Delegation of Authority)
• Operational modelling tools (tenant management, asset & utility management, revenue recovery)
• Financial modelling (DCF, scenario planning, sensitivity analysis)
• Stakeholder engagement tools (workshop templates, minutes, feedback logs)

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2. PHASE 1: LEGAL STRUCTURE AND REGISTRATION

2.1 Objectives

• Establish a legally compliant SPV under Companies Act 71 of 2008.
• Ensure alignment with PFMA, Treasury Regulations, King IV, and IGR Agreement.
• Facilitate smooth asset transfer and expropriation compliance.

2.2 Activities

1. Legal Form Assessment
   • Evaluate public-private SPV models, considering provincial/municipal jurisdiction.
2. Drafting Legal Documents
   • Memorandum of Incorporation (MOI)
   • Shareholders’ Agreement
   • Reserved Matters Schedule
3. Registration Facilitation
   • CIPC incorporation
   • SARS registration
   • Bank account opening
4. Legal Opinions
   • Section 25 expropriation & municipal debt set-off
   • IGR dispute-resolution applicability
5. Founding Board Appointment
   • Identify independent and intergovernmental directors
   • Issue appointment letters and collect acceptance confirmations

2.3 Deliverables

• Registered SPV with bank account and SARS compliance
• MOI and Shareholders’ Agreement adopted by founding Board
• Legal opinion documents

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3. PHASE 2: GOVERNANCE ESTABLISHMENT

3.1 Objectives

• Ensure intergovernmental representation with functional decision-making authority
• Establish independent oversight mechanisms
• Define Executive structure and reporting lines

3.2 Activities

1. Draft Board Charter, Committee Charters, and Delegation of Authority Framework
2. Appoint Company Secretary
3. Constitute Board Committees:
   • Audit & Risk
   • Social & Ethics
   • Investment
4. Define Executive Management roles and responsibilities

3.3 Deliverables

• Constituted Board and committees
• Approved Board and Committee Charters
• Delegation of Authority Framework
• Executive management structure

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4. PHASE 3: OPERATIONALISATION

4.1 Objectives

• Ensure SPV can operate as a fully functional entity
• Align operational processes with governance and legal frameworks
• Enable stakeholder confidence and investor readiness

4.2 Activities

1. Develop SPV operating model:
   • Tenant management and leasing
   • Utilities resale (water, electricity, renewable energy)
   • Asset management and maintenance
2. Conduct stakeholder engagement:
   • Intergovernmental partners
   • Tenants, SMMEs, cooperatives
   • Local communities and labour forums
3. Asset transfer from MEGA division
4. Develop financial model:
   • Income projections, cash flow forecasts using DCF
   • Revenue enhancement and debt recovery strategy
5. Conduct investor readiness sessions with IDC, SEFA, TEPF

4.3 Deliverables

• Operational SPV model
• Stakeholder engagement reports (minutes, agreements)
• Asset transfer framework
• Board-approved financial model and revenue strategy

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5. PHASE 4: STABILISATION AND HANDOVER

5.1 Objectives

• Ensure the SPV is fully functional and sustainable
• Complete all legal, governance, financial, and operational deliverables
• Transfer management to Executive team

5.2 Activities

1. Final review of operational, legal, and financial documentation
2. Produce close-out report and handover pack
3. Conduct management handover workshop
4. Provide recommendations for ongoing governance, monitoring, and investor engagement

5.3 Deliverables

• Final close-out report
• Fully functional SPV ready for management takeover
• Handover pack including operational manuals, stakeholder logs, and financial forecasts

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PROPOSED TEAM

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1. INTRODUCTION

The establishment of the Ekandustria SPV requires a highly experienced, multi-disciplinary team with expertise across legal, financial, governance, and operational domains in public-sector environments.

Our team is structured to ensure end-to-end delivery of the assignment while providing continuous stakeholder alignment, risk mitigation, and institutional sustainability.

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2. KEY PERSONNEL AND ROLES

Role	Qualification & Experience	Professional Body	Key Responsibilities
Team Leader / Institutional Specialist	PhD in Public Administration / MBA	—	Overall project oversight, intergovernmental coordination, risk management, liaison with MEGA and stakeholders, deliverable quality assurance
Senior Legal Counsel	LLB / Advocate	LSSA	Drafting MOI, Shareholders’ Agreement, Board Charters; Section 25 expropriation legal opinions; intergovernmental dispute resolution
Senior Financial Specialist	CA(SA) / CFA	SAICA / CFA	Financial structuring, investor-readiness, cash flow modelling, revenue forecasting, DCF analyses, funding strategy
Property & Asset Specialist	Professional Valuer	SACPVP	Asset transfer, valuation, infrastructure management, operational readiness, legacy debt assessment
Governance Specialist	Corporate Governance / IoDSA	IoDSA	Board and committee structuring, King IV compliance, Delegation of Authority framework, corporate secretarial support
Stakeholder Engagement Lead	MSc Public Policy / MBA	—	Facilitation of workshops, community and intergovernmental alignment, SMME and cooperative engagement, reporting

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3. TEAM SUMMARY PROFILES

3.1 Team Leader / Institutional Specialist

• Over 15 years of experience in intergovernmental institutional design
• Led multiple SPV and industrial park establishment projects
• Expertise in governance architecture and operational modeling

3.2 Senior Legal Counsel

• Over 12 years of experience in corporate, municipal, and commercial law
• Drafted MOIs, Shareholders’ Agreements, and Board Charters for public-private SPVs
• Provides legal opinions on expropriation and intergovernmental dispute mechanisms

3.3 Senior Financial Specialist

• 10+ years of experience in financial modeling and investor readiness
• Developed blended financing strategies for public-private infrastructure
• Proficient in DCF, scenario analysis, and grant/funding structuring

3.4 Property & Asset Specialist

• Registered professional valuer with experience in municipal and provincial asset transfers
• Designed operational models for industrial park asset management
• Led valuation exercises for utilities and revenue forecasting

3.5 Governance Specialist

• Specialist in corporate governance frameworks, King IV, and Delegation of Authority design
• Developed Board and Committee Charters for intergovernmental SPVs
• Ensures compliance and independent oversight structures

3.6 Stakeholder Engagement Lead

• Expert in community and intergovernmental engagement strategies
• Facilitates workshops, aligns SMMEs and cooperatives
• Documents stakeholder alignment and prepares reporting for boards

(Full CVs and professional registration copies are attached as per RFQ requirements.)

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WORKPLAN AND TIMELINE (6 MONTHS)

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1. INTRODUCTION

The workplan presents a phased approach to establish the Ekandustria SPV over six months, aligning with MEGA’s RFQ Section 4. The plan ensures legal compliance, governance readiness, operational functionality, financial sustainability, and stakeholder alignment.

The workplan integrates parallel activities where feasible, with clear deliverables, milestones, and accountability.

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2. PHASED WORKPLAN

Month	Phase / Activity	Key Deliverables	Responsible Team Members
Month 1	Legal Structuring	– Legal form selection – Draft MOI, Shareholders’ Agreement, Reserved Matters Schedule	Team Leader, Senior Legal Counsel
Month 2	Registration & Founding Board	– CIPC registration – SARS registration – Bank account setup – Founding Board appointments	Senior Legal Counsel, Governance Specialist, Team Leader
Month 3	Governance Framework	– Board Charter and Committee Charters – Delegation of Authority Framework – Executive management structure finalized	Governance Specialist, Team Leader
Month 4	Operationalisation	– SPV operational model (leasing, utilities, asset management) – Stakeholder engagement workshops – Asset transfer framework from MEGA	Property & Asset Specialist, Stakeholder Engagement Lead, Team Leader
Month 5	Financial Structuring	– Financial forecasts (DCF, cash flow) – Revenue enhancement & debt recovery strategy – Investor readiness sessions	Senior Financial Specialist, Team Leader
Month 6	Stabilisation & Handover	– Close-out report – Handover pack (operational manuals, stakeholder logs, financials) – Executive management workshop	Team Leader, Governance Specialist, Stakeholder Engagement Lead

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3. DETAILED TASKS & TOOLS

3.1 Legal Structuring (Month 1–2)

• Conduct legal review of applicable statutes
• Draft MOI, Shareholders’ Agreement, Reserved Matters Schedule
• Prepare legal opinions for expropriation and debt set-off

3.2 Governance (Month 3)

• Draft Board and Committee Charters
• Develop Delegation of Authority Framework
• Constitute Audit & Risk, Social & Ethics, and Investment Committees

3.3 Operationalisation (Month 4)

• Develop tenant management, asset, and utilities model
• Conduct stakeholder consultations (minutes, reports)
• Facilitate asset transfer from MEGA to SPV

3.4 Financial Structuring (Month 5)

• Prepare income and cash flow forecasts using DCF
• Develop blended financing and investor readiness plan
• Conduct scenario analysis and sensitivity testing

3.5 Stabilisation & Handover (Month 6)

• Final review of all legal, governance, operational, and financial documentation
• Compile close-out report and handover pack
• Conduct handover workshop for Executive Management

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This 6-month timeline ensures phased deliverables that are aligned with MEGA’s expectations and the RFQ’s four-phase structure. Each activity is linked to responsible personnel, tools, and outputs, enabling transparency, accountability, and performance tracking.

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PRICING SCHEDULE (VAT INCLUSIVE)

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1. INTRODUCTION

The pricing schedule reflects the comprehensive cost of establishing the Ekandustria SPV, aligned with the RFQ Section 9. Costs are inclusive of all fees, taxes, and disbursements. Each phase is linked to deliverables to ensure transparency and accountability.

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2. PHASED COSTING

Deliverable / Phase	Description of Services	Price (ZAR, VAT Inclusive)
7.1 Legal Structure and Registration	Legal form assessment, drafting MOI, Shareholders’ Agreement, Reserved Matters Schedule, CIPC & SARS registration, bank account setup	240,000
7.2 Establishment of Ekandustria-SPV	Board Charter, Committee Charters, Delegation of Authority, appointment of Company Secretary, Board and Committee constitutions	260,000
7.3 Operationalisation of Ekandustria-SPV	Tenant management model, asset & utility management, stakeholder engagements, asset transfer framework, financial modelling	300,000
7.4 Stabilisation of Ekandustria-SPV	Close-out report, handover pack, executive management workshop, SPV operational readiness validation	200,000
TOTAL	Full 6-month SPV establishment	1,000,000

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3. COST NOTES

1. Costs include all professional fees, travel, workshops, and documentation.
2. Any additional services beyond the scope will be agreed upon separately.
3. Payment schedule can be linked to milestone acceptance at the end of each phase.

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MANDATORY COMPLIANCE

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1. COMPANY DOCUMENTATION

• Company registration certificate (attached)
• Central Supplier Database (CSD) registration report

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2. PROFESSIONAL REGISTRATIONS

• Senior Legal Counsel: LSSA membership certificate
• Senior Financial Specialist: SAICA / CFA membership certificate
• Property & Asset Specialist: SACPVP registration certificate
• Governance Specialist: IoDSA membership confirmation

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3. CVs AND QUALIFICATIONS

• All key personnel CVs attached, including qualifications, relevant project experience, and professional registration numbers.

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4. BID FORMS

• SBD4: Completed bidder disclosure form
• SBD6.1: Completed preference points claim form

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5. DECLARATION OF INDEPENDENCE

• Bidder confirms full independence, no conflict of interest, and compliance with PFMA SCM Instruction 03 of 2021/22.
• Bidder acknowledges that false statements or fraudulent preference claims will result in disqualification and possible legal action.

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DECLARATION & SIGN-OFF

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1. DECLARATION OF BIDDER

I, the undersigned, hereby certify that:

1. I am duly authorized to submit this bid on behalf of the bidder.
2. All information provided in this bid is true, correct, and complete in every respect.
3. The bid has been prepared independently, without consultation or collusion with any competitor.
4. The bidder complies with the PFMA SCM Instruction 03 of 2021/22 on preventing abuse in the supply chain.
5. The bidder has no conflict of interest in relation to MEGA, the Ekandustria SPV, or any other stakeholder.
6. The bidder will adhere to confidentiality obligations and POPIA requirements regarding information obtained during this assignment.
7. The bidder accepts that the State may reject the bid or act against the bidder should this declaration prove false.

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2. AUTHORIZED SIGNATORY

Name	Position	Signature	Date
Neftaly Malatjie	Director	XXXX	06/02/2026

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APPENDICES

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APPENDIX A: CVs OF KEY PERSONNEL

• Team Leader / Institutional Specialist
• Senior Legal Counsel
• Senior Financial Specialist
• Property & Asset Specialist
• Governance Specialist
• Stakeholder Engagement Lead

Each CV includes:

• Educational qualifications
• Professional registrations
• Relevant SPV and industrial park experience
• Key achievements and references

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APPENDIX B: LEGAL TEMPLATES

• Sample Memorandum of Incorporation (MOI)
• Sample Shareholders’ Agreement
• Reserved Matters Schedule
• Board Charter template
• Committee Charters (Audit & Risk, Social & Ethics, Investment)

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APPENDIX C: GOVERNANCE FRAMEWORK DOCUMENTS

• Delegation of Authority framework
• Executive structure chart
• Board decision-making and deadlock resolution matrix
• Reporting templates and Board meeting schedule

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APPENDIX D: FINANCIAL MODELS

• Income and cash flow forecast
• Discounted Cash Flow (DCF) analysis
• Revenue enhancement and debt recovery strategy
• Investor readiness summary

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APPENDIX E: STAKEHOLDER ENGAGEMENT LOGS

• Workshop agendas and minutes
• Stakeholder feedback forms
• Community forum acknowledgements
• Agreements with tenants, SMMEs, and cooperatives

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APPENDIX F: PROJECT TOOLS & WORKFLOW

• Gantt chart for six-month implementation plan
• Risk register and mitigation matrix
• Issue log template for intergovernmental disputes
• Communication plan template

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APPENDIX G: MANDATORY COMPLIANCE DOCUMENTS

• CSD registration report
• SBD4 – Bidder Disclosure Form
• SBD6.1 – Preference Points Claim Form
• Company registration documents

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FINAL NOTES

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