Development Bank of Jamaica Limited Call for Proposals from …€¦ · 4 Call for Proposals 1. Introduction 1.1 Purpose of the CFP The Panel through DBJ which is administering the

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__________________________________________________________

Development Bank of Jamaica Limited

Call for Proposals

from

Local and International

Venture Capital and Private Equity Funds

July 18, 2014 (updated August 4, 2014)

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Table of Contents

1. Introduction 4

1.1 Purpose of the CFP 4

1.2 Eligibility of Applicants 4

1.3 Background 4

2. Proposal Presentation 5

2.1 Executive Summary 5

2.2 Detailed Information Required for the Panel’s Analysis of the Proposal 6

2.3 Deadline & Submission Method for Proposals 7

2.4 Confidentiality 8

3 Evaluation Process 8

3.1 Outline of Evaluation Process 8

3.2 Stage 1: Pre-Qualification 9

3.3 Stage 2: Review by the Panel 9

3.4 Decision of the Panel 9

4 Clarification of Issues 10

5 Investors Terms and Preferences 11

6 Calendar 11

7 Definitions 12

Annexures: 15

Panel Members’ Investment Criteria for Venture Capital and Private Equity Funds

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Disclaimer The information contained in this Call for Proposals (the “CFP”) or subsequently provided to Applicant(s), whether orally or in writing by or on behalf of corporate and institutional investors including Development Bank of Jamaica (DBJ) hereinafter indistinguishably referred to as “the Investor Panel or the Panel” and individually as “ a Member ”, or any of their respective employees or advisors is provided to Applicants(s) on the terms and conditions set out in this CFP and such other terms and conditions subject to which such information is provided.

This CFP is not an agreement and is not an offer by the Panel to the qualified Applicants or any other person. The purpose of this CFP is to provide interested parties with information that may be useful to them in submitting their Proposal pursuant to this CFP. This CFP does not purport to contain all the information that each Proposal may require. Each Applicant prior to presenting its Proposal should, therefore do its own due diligence by conducting its own investigations and analysis.

The Panel accepts no responsibility for the accuracy or otherwise for any interpretation or opinion on law expressed in this CFP and included in any documents deemed to be part of this CFP.

The Panel makes no representation or warranty and shall have no liability to any person, including any Applicant who has presented a Proposal, under any law, statute, rules or regulations, or otherwise for any loss, damage, cost or expense which may arise from or be incurred or suffered on account of anything contained in this CFP or deemed to form part of this CFP or arising in any way from participation in this CFP process.

The Panel may in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the information, assessment or assumptions contained in this CFP.

The Panel is not bound to select a Proposal submitted by an Applicant or to invest in the selected Applicant(s), as the case may be and the Panel reserves the right to reject all or any of the Applicants or its Proposal without assigning any reason whatsoever.

The Applicant shall bear all its costs associated with or relating to the preparation and submission of its Proposal including but not limited to preparation, copying, postage, delivery fees, expenses associated with any queries or any other costs incurred in connection with or relating to its Proposal. All such costs and expenses shall remain with the Applicant and the Panel shall not be liable in any manner whatsoever for the same or for any other costs or other expenses incurred by an Applicant in preparation or submission of its Proposal, regardless of the conduct or outcome of the selection process.

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Call for Proposals

1. Introduction

1.1 Purpose of the CFP

The Panel through DBJ which is administering the Jamaica Venture Capital Programme (JVCP) is

seeking to select one or more private equity or venture capital funds (the “Funds”) targeting projects

in Jamaica. Applicants are invited to present proposals (the “Proposal”) to the Panel in accordance

with the requirements described in this CFP.

1.2 Eligibility of Applicants

� Local and international Fund Managers licensed and operating in accordance with relevant

regulations and properly registered in the country of origin and operation. If a Fund Manager is

an overseas company, then such a company will be required to be registered in Jamaica as an

overseas company and licensed or registered in accordance with the Financial Services

Commission (FSC) Act.

� A maximum of two (2) proposals from the same Applicant will be evaluated with the aim of

establishing pre-qualification. If the Applicant submits more than two (2) proposals, only the first

two (2) received will be evaluated.

1.3 Background

The Government of Jamaica (hereinafter referred to as the “GOJ”) has recognized the need to develop

a private equity (PE) and venture capital (VC) market in Jamaica in order to provide long term

financing solutions for new and existing businesses that will enable sustained growth and

development of the local economy.

To further develop the private equity and venture capital market, the GOJ, through the DBJ, is

undertaking a number of initiatives, including the identification of gaps in the venture capital

ecosystem and the implementation of a programme of activities aimed at closing the gaps over the

medium term.

Accordingly, the GOJ has mandated the DBJ to undertake the establishment of an appropriate legal,

taxation and regulatory framework for venture capital/private equity markets, develop local fund

management expertise, stimulate the mobilization of seed, venture and private equity investment or

long term capital at a critical mass scale on a sustainable basis to fund projects in industries where

tremendous growth opportunities exist.

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The GOJ has recognized that a vibrant and sustainable VC and PE market will create an avenue for

addressing the problem of lack of access to long term equity financing for Jamaican companies,

including:

� High potential, late-stage, established companies which have proven business concepts and

require capital to expand operations, develop new markets, processes and/or products and

ultimately create value added production and increased employment in the local market;

� Seed and Start-ups in the technology sector and creative industries, as well as other identified

strategic areas of growth, in which Jamaica possesses a validated competitive advantage;

� Privatizations as well as companies in new sectors identified as having the ability to result in

significant and sustainable economic growth.

In that regard, the GOJ through DBJ’s JVCP is collaborating with other public sector and private sector

investor partners to encourage the active participation of existing local and international funds, in a

local VC and PE market, as well as the establishment of new venture capital funds and new Fund

Managers in Jamaica.

The investor partners have established the Panel comprised of the DBJ and a number of local

corporate, institutional and individual investors in order to develop the framework for selection of

qualified private sector fund managers which will undertake syndicated investments in eligible

portfolio companies through appropriate investment vehicles.

The Panel will have the opportunity of undertaking investments in the selected Funds and Members

so investing will have the opportunity of co-investing in portfolio companies along with the selected

Fund Managers.

2. Proposal Presentation

For the Proposal to be considered as pre-qualified for submission to the Panel, the following minimum

information should be presented:

2.1 Executive Summary

a) Company Information:

i. Name and address of the Applicant, Registration Number, Taxpayer Registration

Number, telephone number and email address;

b) Fund Information:

i. Name;

ii. Name of the Management Company;

iii. Name of the Administration Company;

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iv. Name of the person(s) responsible for the management and administration of the Fund;

v. Classification of the Fund whether it be Venture Capital or Private Equity;

vi. Legal Structure (Corporation, Partnership, Trust, etc).

c) Fund Strategy:

i. Objective: whether by sector or inter alia, local, regional, international) of the Fund in

relation to the profile(s) of the Investee Companies;

ii. Proposed maximum and minimum investment of the Fund by sector;

iii. Maximum and minimum investment of the Fund in Investee Companies;

iv. Number of Investee Companies to be targeted

v. Participation of the Fund in Investee Companies (majority/minority stakes);

vi. Size (by assets) of the Investee Companies, at the time of investment.

d) Fund Management

i. Duration of the Fund;

ii. Period of investment and divestment;

iii. Target minimum and maximum size of the Fund;

iv. Administration and performance fees ;

v. Fund raising target, along with the Panel and other investors;

vi. Stage of fund raising of the Fund;

vii. Commitment of capital of the management company of the Fund.

e) Legal and Regulatory requirements

i. Proof of incorporation of the Applicant and copy Articles of Incorporation;

ii. Proof of accreditation of the Applicant and of the relevant members of management

team for the Fund in keeping with FSC requirements; or

iii. Proof of submission of application for accreditation to the FSC, if applicable.

2.2 Detailed Information Required for the Panel’s Analysis of the Proposal a) Company and Management Team

i. Management Company – shareholding structure, history of operations, governing

instrument and assets under management;

ii. Administration company - shareholding structure, history of operations, and assets

under administration ;

iii. Person responsible for the management of the Fund – including Curriculum Vitae (CV),

history of operations, personal references with name, address, telephone number and

email contact information;

iv. Fund management team – CV and personal references of each person with name,

address, telephone number and email contact information, role in the management of

the Fund, as well as the respective time that will be dedicated by each team member.

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b) Fund Details – General:

i. Explanation for classification of the Fund – VC or PE;

ii. Total value projected for the Fund, duly supported by the investment thesis;

iii. Duration of the Fund, detailing the investment cycle (periods of investment and

divestment);

iv. Details of management team retention policy, including the distribution rate for

performance fees between the Management Company and members of the team;

v. Strategies for exiting investments;

vi. Fund raising along with other investors, including profile, and status of negotiations;

vii. Investment strategy for the Fund– target industry and sector, size and profile of the

Investee Companies and the projected size of the investments;

viii. Analysis of the investment target market, substantiated by research and citing sources,

where applicable;

ix. Pipeline information – profiles of Investee Companies.

c) Fund Details - Financial:

i. Cost structure of the Fund along its life-cycle (remuneration for the members of the

team, fixed and variable costs, presented in an Excel spread sheet);

ii. Details of the structure of administration fees and performance fees of the Fund;

iii. Projected Cash Flow of the Fund;

iv. Investment return goals, including simulations for baseline scenario, favorable and

unfavorable with:

a. Rates of return on investments

b. Internal rate of return for the Fund and for the investors (net and gross).

d) Fund Details - Environmental, Social, Governance:-

i. Governance model of the Fund in particular shareholder meetings, investment

committee and councils (include other governance policies and arrangements, where

applicable);

ii. Governance model relating to Investee Companies;

iii. Indicate any internal and external policies which encompass social, environmental

and/or ethical responsibility, and provide information about these respective policies.

2.3 Deadline & Submission Method for Proposals

� The Proposals should be sent no later than the 19 September 2014 by 3.00 p.m. and should be

sent in electronic and hardcopy versions and the electronic copy should be in the following

format :

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x DOC, DOCX, or PDF respecting the limit of six (6) megabytes for each file (the entire

proposal should be contained in one file)

x Cost Structure, detailing the administration fee and the performance fee and Cash Flow

of the Fund (Items 2.2 c) i, ii, iii) in Excel format (97-2003 or later).

� Electronic Copy should be emailed to the following address at :-

[email protected]

� Hard Copy

Only one (1) copy of the Proposal (to include the models and budget) should be submitted in

care of:

The Investor Panel Secretariat,

Jamaica Venture Capital Programme

c/o Development Bank of Jamaica

11a Oxford Road

Kingston 5

2.4 Confidentiality

The Panel maintains strict confidentiality with respect to all business confidential information in

accordance the common law and applicable statute. However the Panel will not treat as confidential

or proprietary, general ideas and concepts contained within any Proposal. Any disclosure made will be

in accordance with the Access to Information Act or pursuant to a court order or other process of the

Court.

3 Evaluation Process

3.1 Outline of Evaluation Process

Proposals will be evaluated in a two stage process. The first stage is a pre-qualification stage and

examines whether the Proposal meets the minimum requirements to be submitted to the Panel for

the second stage.

The second stage involves an assessment of the pre-qualified Proposals by the Panel and includes a

presentation to the Panel by the Applicant appearing in person.

The selection of the Applicant for detailed due diligence will be determined upon the conclusion of

the second stage.

mailto:[email protected]

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3.2 Stage 1: Pre-Qualification

The first phase for analyzing the Proposal will consist of establishing its pre-qualification based on

items detailed in Items 2.1 and 2.2 of this CFP. Failure to comply with the requirements in Items 2.1

and 2.2 and the deadline outlined in Item 2.3 will result in the rejection of the Proposal.

The announcement of the pre-qualification results will be done electronically, to the email address

submitted in the Proposal. It is the Applicant’s responsibility to submit and maintain relevant and up-

to-date contact information.

The announcement of the date for the presentation to the Panel, when necessary, will be done by

email to the email address submitted in the Proposal.

3.3 Stage 2: Review by the Panel

The pre-qualified Proposals will be evaluated by the Panel and specially invited advisors. At this stage,

the Applicant will be invited to present the Proposal and will be advised of the venue, date and time

at a later date.

The presentation to the Panel should be prepared in format PPT, PPTX or PDF with a maximum of 12

slides and should be submitted to the email: [email protected] at least five (5)

days in advance of the presentation date.

Distribution of printed copies of the presentation to the Panel by the Applicant is permissible.

Failure of the Applicant to appear on the date, hour and location scheduled as advised in the manner

aforesaid will be deemed to be a withdrawal by the Applicant from the evaluation process.

3.4 Decision of the Panel

� The Proposal will be analyzed by the Panel based on the following criteria:

x Structure, clarity and feasibility of the Proposal ;

x Clarity and consistency of the investment process and proposed exit strategy;

x Quality of the pipeline (prospects) that can be invested by the Fund;

x Feasibility of the cost structure presented by the Fund (administration fee, performance

fee, expected rates of return for the investor, etc.);

x Qualification and previous experience of the management team of the Fund;

x Framework and process for monitoring of the Fund and the companies and funds

invested;

x Eligibility and investment objective of each member of the Panel.


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� After a decision has been arrived at by the Panel, the Proposals will be classified into three (3)

groups:

x Group 1 - Due Diligence:

Due diligence to be conducted

x Group 2 - Conditional Due Diligence:

Encompasses Proposals that should comply with the questions and/or requirements

raised by members of the Panel during the presentation as a pre-established condition

for completing the due diligence.

x Group 3 – No Due diligence:

No due diligence at this time, due to fund manager not meeting any or all of the criteria.

� Within 10 days of the presentation aforesaid each Fund manager will receive, from the Panel, a

brief, written evaluation of their Proposal, including the strong points, the weak points and also

the queries raised during their presentations. It is anticipated that this evaluation will assist fund

managers to improve their Proposals and to address any deficiencies identified.

� For those in Group 3, the feedback will allow them to prepare for any future CFP.

� The results of the Panel will be disclosed by email at the email address submitted by the

Applicant, and it is the Applicant’s responsibility to satisfy the due diligence requirements

requested by any Member or by the Panel.

� Following the due diligence procedure, the interested Member will continue the process of in-

depth analysis of the Proposal with the Applicant in compliance with the Member’s approval

process.

� The decision by the Panel, the analysis and the post due diligence procedures shall not be

construed as the granting of an investment contract by any Member or by the Panel.

4 Clarification of Issues Questions arising prior to the submission of the Proposals should be sent by email to the following address:

[email protected]

All explanations will be disclosed electronically on a weekly basis on the website

www.venturecapitaljamaica.com while respecting the Applicant’s condition of anonymity.

Questions will not be answered by telephone or after the deadline set out in Item 6.


http://www.venturecapitaljamaica.com/

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5 Investors Terms and Preferences The preferences of the Members as it relates to private equity and venture capital investments are

summarized in the Annexures. This is provided as a guide to the Applicants in the preparation of their

Proposal.

6 Calendar

Action Date

Deadline for clarification of issues (Item 4.0) up to 4.30 p.m. 12th September 2014

Deadline to submit the Proposal (Item 2.3) 3.00 p.m. on the 19th September 2014

Announcement of Pre-qualification results (Item 3.2) On or before 26th September 2014

Submission of Presentation slides to the Panel (Item 3.3) On or before October 13th 2014

(5 days prior to Investor Panel presentation)

Panel, presentation (Item 3.3) On or around the period October 21 to 24, 2014

Deadline to receive the results from the Panel (Item 3.4) Within 10 days following the Panel presentation

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7 Definitions

Applicant: The entity submitting a Proposal in response to the CFP. Fund Manager: The person(s) who manage and operate private equity or venture capital funds. Growth/Expansion Capital: Investment in relatively mature companies that are looking for capital to expand or restructure operations, enter new markets or finance a significant acquisition without a change of control of the business. Innovation: Relates to the implementation of a new or significantly improved product (good or service) or process, a new marketing method, or a new organizational method in business practices, workplace organization or external relations. Three levels of novelty can be distinguished from the process of innovation: new to the firm, new to the market and new to the world. Investee Companies: Those companies targeted by the Fund Manager as part of the portfolio in a VC or PE Fund. Investment Fund (Fund): Financial resources pooled with the objective of achieving earnings based on the equity contributions in innovative companies with elevated growth potential. Investor Panel (Panel): Development Bank of Jamaica along with other corporate and institutional investors including investors from public as well as private sector institutions. Jamaican Companies: This means those companies operating in Jamaica whether or not incorporated in Jamaica. Jamaica’s MSME Definition:

Firm Size No. of Employees Total Annual Sales/ Turnover

Micro < 5 <US$100K

Small 6 - 20 >US$100K < US$500K

Medium-sized 21 - 50 >US$500K < US$1.5 million

Source: Ministry of Industry Investment and Commerce (MIIC) Private Equity Fund: Vehicle for investment in private companies, through buyouts, buy-ins, expansion or replacement capital. The fund usually functions in a closed regime, and applies high corporate governance standards as well as participates in the decision making processes of the companies in which it invests. Proposal: Document submitted in response to a CFP. Start-up: A new business venture that is established from “scratch”; that is, any business venture that did not exist prior to the entrepreneur’s efforts. Venture Capital Fund: Vehicle for investment in innovative startup and early stage companies with high growth potential. The fund usually functions in a closed regime, has innovation as the main objective, and applies high corporate governance standards as well as participates in the decision making processes of the companies in which it invests.

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Development Bank of Jamaica

11a-15 Trafalgar Road Kingston 5

18th of July 2014

__________________________________________ Milverton Reynolds Managing Director

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__________________________________________________________

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Annexures

Panel Members’ Investment Criteria

For Venture Capital and Private Equity Funds

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Investment Criteria - Development Bank of Jamaica & JMMB Limited Development Bank of Jamaica JMMB Limited Legal structure Company, Limited Liability Partnership, other. Local regulation or offshore structure Tax Efficient Fund target size Not less than US$20M Not less than US$30M Participation Up to 25% of the shares issued by the Fund or a maximum of US$450K per Fund

(the participation may be extended at the discretion of the DBJ). Up to 10% of the shares issued by the Fund or a maximum of US$3M per Fund (the participation may be extended at the discretion of JMMB).

Fund manager financial commitment

Investment obligation of the Fund Manager shall be at least 2% of the Fund. Investment obligation of the Fund Manager shall be at least 1% of the fund.

Stage/size of Investee Companies Innovative start-up companies (priority for DBJ); Venture capital funds; Growth/Expansion capital; Private Equity funds

Private Equity Funds/ Venture Capital Funds /Growth/ Expansion

Investment thesis No restriction except that at least 40% of the Fund should be invested in Jamaican companies.

No restriction or at least 70% of the fund should be invested in Jamaican companies

Focus/Priority Sectors Focus will be on innovative companies operating in (but not limited to) the following sectors: Agriculture and Agribusiness, Energy, Information Technology and Communication, Animation, Creative Industries, Nutraceuticals/Pharmaceuticals, Logistics, Tourism, Infrastructure, Real Estate.

Innovative companies in the sectors: Agriculture and Agribusiness, Energy, Information Technology and Communication, Animation, Creative Industries, Sports Tourism

Member Participation in the Governance of the Fund

Proportional to investment and no individual investor will have the power to veto decisions

Proportional to participation and no individual investor can have power to veto decisions

No participation on the Investment Committee of the Fund. For seed funds and new fund managers, investors may attend as observing members, with the same rights to information as the voting members.

No participation on the Investment Committee. Observing member, with the same rights to information as the voting members.

Strategic instances and conflict of interest situations: Active participation as a voting Member

Strategic instances: Active participation as a voting member

Specific Mandatory clauses

Priority of co-investment for investors of the Fund; Key-man clause; Policy on dismissal with or without cause; Presentation of detailed Investment Policy; Presentation of detailed Information Policy; Auditing of accounts of the Fund with specific audit in relation to the pre-operating costs, management and performance metrics; Treatment of conflicts of interest; Environmental, Social and Governance Policies.


Specific recommendations

It is mandatory that the investment of private capital in the Fund corresponds to at least 20% of the total equity committed to the Fund.


Duration of the Fund Varying tenures will be considered – in accordance with Fund strategy Expectation that fund tenures will be a minimum of 7 years.

Not more than 10 years

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Investment Criteria – Pan Jamaican Investment Trust Limited & ICD Group Limited Pan Jamaican Investment Trust Ltd. ICD Group Limited Legal structure Company, Limited Liability Partnership, other. Company, LLP, Other Fund target size Not less than US$20M Up to US$10 – US$20M Participation Up to 25% of the shares issued by the Fund or a maximum of $50M per Fund (the

participation may be extended at the discretion of the DBJ) Up to 33%


Investment obligation of the Fund Manager shall be at least 2% of the Fund

Up to US$2M

Stage/size of Investee Companies

Innovative start-up companies (priority for DBJ) Venture capital funds Growth/Expansion capital Private Equity funds

Innovative start-up companies Venture capital funds Growth/Expansion capital Private Equity funds


Focus on Jamaican companies preferably earning foreign exchange

Focus/Priority Sectors Focus will be on innovative companies operating in (but not limited to) the following sectors: Agriculture and Agribusiness, Energy, Information Technology and Communication, Animation, Creative Industries, Nutraceuticals/Pharmaceuticals, Logistics, Tourism, Infrastructure, Real Estate.

ICT, Communication, Logistics, Animation, BPO


Proportional to investment and no individual investor will have the power to veto decisions

Proportionate to investment, agreed governance structure and rules


No participation on Investment Committee, however investment criteria need to be clearly defined and agreed by all.

Strategic instances: Active participation as a voting Member Active participation as a voting member Specific Mandatory clauses





Investments must have specified exit strategies

Duration of the Fund Varying tenures will be considered – in accordance with Fund strategy Expectation that fund tenures will be a minimum of 5 years.

No preference

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Investment Criteria – GK Capital Management Limited & Capital Options Limited GK Capital Management Limited Capital Options Limited

Legal structure

Local entity or offshore structure Tax Efficient Local incorporation or offshore tax efficient structure

Fund target size

Not less than US$20M

Not less than US$10M

Participation Up to 10% of the shares issued by the Fund or a maximum of US$2M per Fund (the participation may be extended at the discretion of GKCM).

Up to 10% of the shares issued by the Fund or a maximum of US$1M per Fund (the participation may be extended at the discretion of JMMB).


Investment obligation of the Fund Manager shall be at least 2% of the fund.

Investment obligation of the Fund Manager shall be at least 1% of the fund.


Start-up / Growth/ Expansion

Private Equity expansion and growth capital/ Venture Capital Funds

Investment thesis

No restriction or at least 70% of the fund should be invested in Jamaican companies

No restriction except at least 50% of the Fund should be invested in Jamaican companies

Focus/Priority Sectors

No restriction

Innovative companies with proven management in the sectors: Agriculture and Agribusiness, Energy, Information Technology and Communication, Real Estate, Mining, Animation, Creative Industries, Sports Tourism


Proportional to participation and no individual investor can have power to veto

decisions



No participation on the Investment Committee of the Fund. Investors may attend as observing members, with the same rights to information as the voting members.





Priority of co-investment for investors in the Fund; Key-man clause; Policy on dismissal with or without cause; Presentation of detailed Investment Policy; Presentation of detailed Information Policy; Auditing of accounts of the Fund with specific audit in relation to the pre-operating costs, management and performance metrics; Treatment of conflicts of interest; Environmental, Social and Governance Policies.




Duration of the Fund 5 years with potential for annual extensions. The tenure of each fund may vary based on the underlying portfolio investments. Fund tenures not to exceed 10 years

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Investment Criteria – JN Fund Managers Limited & Sagicor Group JN Fund Managers Limited Sagicor Group Legal structure Company, Limited Liability Partnership, Other Limited Liability Company

Fund target size Not less than US$5M Not less than US$20M Participation Up to 20% of the shares issued by the Fund or a maximum

Of $20M (the participation may be extended at the discretion of the JNFM) Up to 10% of the shares issued by the Fund or a maximum of $50M per Fund (the participation may be extended at the discretion of Sagicor.


Investment obligation of the Fund manager shall be at least 2% of the Fund

Investment obligation of the Fund Manager shall be at least 5% of the Fund


Innovative start-up, Venture capital funds Growth/Expansion Capital & Private Equity funds (priority for JNFM)

Innovative start-up companies Venture capital funds Growth/Expansion capital Private Equity funds

Investment thesis No restriction No restriction except that at least 50% of the Fund should be invested in Jamaican companies


Focus will be on innovative companies operating in (but not limited to) the following sectors: Financial, manufacturing, Agriculture and Agribusiness, Energy,

Information Technology and Communication, Animation, Creative Industries, Nutraceuticals/Pharmaceuticals, Logistics, Tourism, Infrastructure, Real Estates.

Focus will be on innovative companies operating in (but not limited to) the following sectors: Agriculture and Agribusines, Energy, Information Technology and Communication, Animation, Creative Industries, Nuraceuticals/Pharmaceuticals, Logistics, Tourism, Infrastructure, Real Estate


Proportional to investment and no individual investor will have the Power to veto decisions

Proportional to investment and no individual investor will have the power to veto decisions.

No participation on the Investment Committee of the Fund. For seed funds and new fund managers, investors may Attend as observing members, with the same rights to Information as the voting members.

No participation on the Investment Committee of the Fund. For seed funds and new fund managers, investors may attend as observing members, with the same rights to information as the voting members

Strategic instances: Active participation as voting Members Strategic instances: Active participation as a voting member


Priority of co-investment for investors of the Fund: Key-man clause; Policy on dismissal with or without cause; Presentation of detailed Investment Policy; auditing of accounts of the Fund with specific audit in relation to the pre-operating costs, management and performance metrics; Treatment of conflicts of Interest; Environmental, social and Governance Policies.

Priority of co-investment for investors of the Fund; Key-man clause; Policy on dismissal with or without cause; Presentation of detailed Investment Policy; Presentation of detailed Information Policy; Auditing of accounts of the Fund with specific audit in relation to the pre-operating costs, management and performance metrics; Treatment of conflicts of interest; Environmental, Social and Governance Polices


No specific recommendations It is mandatory that the investment of private capital in the Fund corresponds to at least 20% of the total equity committed to the Fund

Duration of the Fund Varying tenures will be considered – in accordance with Fund strategy. Expectation that the fund tenures will be a minimum of 5 years.

Varying tenures will be considered - in accordance with Fund strategy. Expectation that fund tenures will be a minimum of 7 years.

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Investment Criteria – Musson Group & NCB Capital Markets Musson Group NCB Capital Markets Limited Legal structure Limited Liability Limited Liability Company (from jurisdiction which is party to CARICOM Double

Taxation Agreement; partial tax exemptions available).

Fund target size Not less than US$20M US$30M – US$50M

Participation Not specified Up to 10% of the shares issued by the Fund or a maximum of US$3M per Fund (the participation may be extended at the discretion of NCBCM).


Not specified Investment obligation of the Fund Manager shall be at least 2% of the Fund.


Not specified Growth/ Expansion capital for companies able to achieve over US$1M in revenues.


No restriction except that 33.3% of the Fund should be invested in Jamaican companies.


No specified Agriculture and Agribusiness, Energy, Information Technology and Communication, Logistics, Tourism, Infrastructure.


Proportional to investment and no individual investor will have the Power to veto decisions


Participation on the Investment Committee of the Fund. For seed funds and new fund managers, investors may Attend as observing members, with the same rights to Information as the voting members.

Participation on the Investment Committee for new fund managers.

Strategic instances: Active participation as voting Members Strategic instances: Active participation as a voting member


Priority of co-investment for investors of the Fund: Key-man clause; Policy on dismissal with or without cause; Presentation of detailed Investment Policy; Presentation of detailed Information Policy; Auditing of accounts of the Fund

with specific audit in relation to the pre-operating costs, management and performance metrics; Treatment of conflicts of Interest; Environmental, social and Governance Policies.



Not specified None.

Duration of the Fund Not specified Not more than 10 years.

Development Bank of Jamaica Limited Call for Proposals from …€¦ · 4 Call for Proposals 1. Introduction 1.1 Purpose of the CFP The Panel through DBJ which is administering the

Documents