PROJECT DESCRIPTION A. Lending Instrument
1. The proposed lending instrument is a Financial Intermediary Loan (FIL). The FIL will be a Variable Spread Loan (VSL) in the amount of EUR 47.8 million (US$70 million equivalent). 2. The IBRD loan will be extended to the Ministry of Finance (MoF) of B&H which will make the respective portions of the loan proceeds available to the MoF of the Federation and the MoF of Republika Srpska through Subsidiary Loan Agreements. The two MoFs will sign Project Agreements with the IBRD and, in turn, enter into Project Implementation Agreements with corresponding Project Implementation Units (OdRaz Foundation in the Federation and the Investment Development Bank of the Republika Srpska). The PIUs will, in turn, enter into Subsidiary Financing Agreement with each pre-qualified eligible Participating Financial Intermediaries (PFIs). The terms and conditions of all the above-mentioned legal agreements should be acceptable to the Bank. 3. The BiH MoF (the Borrower) shall make part of the proceeds of the Loan available to the Federation and Republika Srpska under a Subsidiary Loan Agreement between the Borrower and the Federation (“Federation Subsidiary Loan Agreement”), and the Borrower and Republika Srpska (“RS Subsidiary Loan Agreement”), under the same terms and conditions as the Loan, approved by the Bank and including the Anti-Corruption Guidelines, for on-lending by the Federation and Republika Srpska to its Participating Financial Institutions through their corresponding PIUs. 4. The Borrower shall exercise its rights under the Subsidiary Loan Agreements in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreements or any provision thereof. B. Project Development Objectives and Key Indicators
5. Although there are long term structural issues that need to be addressed to improve the business environment and competitiveness of the enterprise sector, the current global financial instability implies a focus on dealing with the access to term finance, as the most critical short-term vulnerability for the SME sector. 6. The project development objective is to enhance access to finance for small and medium enterprises in Bosnia and Herzegovina in the context of global financial crisis. Primary beneficiaries of the project would be small and medium enterprises contributing to growth of regional economy and export, which would benefit from improved access to finance. The project would also help the banking sector in Bosnia to withstand the global economic downturn that has triggered financing difficulties for the enterprise sector. 7. The outcomes of the project will be measured by three groups of key indicators: (i) number of loans and the amount of medium and long-term credit extended to SMEs in BiH, including exporters, (ii) the payment performance of the sub-borrowers in the project - the number and volume of non-performing sub-loans, and (iii) the investment and export performance of the sub-borrowers, and the impact on their employment level. Performance indicators of SMEs - final beneficiaries would be monitored throughout the project to offer lessons which may be helpful in designing future crisis response schemes for SMEs in Bosnia and elsewhere. C. Project Description
8. The project consists of the following two components: (i) Credit Line Component; and (ii) Project Management and Monitoring Component. Credit Line Component
9. The Credit Line (CL) component will include funding of EUR 46,972,200 to be extended through PFIs to creditworthy private enterprises for viable projects. The eligible financing will cover investments and/or incremental working capital in industry, agro-processing and the related service sectors. Loan funds will be on-lent by the Entities’ MoFs via their respective PIUs to participating financial institutions (PFIs). The sub-loans to PFIs will be extended back-to-back to PFIs' loans to final borrowers and under the similar terms and conditions. The decision to extend a sub-loan to final borrowers will be left to PFIs. The PFIs will bear the full credit risk. The credit decisions would be based on thorough financial appraisal of borrower's financial condition and prospects. The sub-loans would be available in EUR or in BAM referenced to EUR. 10. Subsidiary financing to PFIs will be extended on a variable interest rate basis adjusted semi-annually. Interest rates will be market determined, based on preceding six-months LIBOR rates plus a spread for a selected IBRD loan product. The entities’ Ministries of Finance will add a spread needed to cover the cost of project implementation and the related risks which will be reflected in Subsidiary Financing Agreements with PFIs. The spread will be reviewed, from time-to-time, and could be adjusted in line with market dynamics. 11. PFIs will determine the principal, amortization and interest payment schedules for sub-loans to final borrowers on a case-by-case basis, based on cash-flow projections. PFI sub-loans to final borrowers will be extended at domestic credit market rates, and will include a PFI spread sufficient to accommodate the associated credit risk. Sub-loan service payments by borrowers to PFIs would generally be made according to typical repayment schedules used by the respective PFI. There will be no sub-loan prepayment penalties, and interest will be charged on a declining balance formula. 12. SME Eligibility. The final beneficiaries must be privately owned and duly licensed and registered with the tax authorities. They should be active in manufacturing, food production or agro-processing, or in related services. Enterprises will be required to demonstrate prior operating experience in the activity to be financed and should be in a sound financial condition. The creditworthiness of final borrowers will be assessed by the PFIs. The final borrowers will also have to comply with the environmental requirements described in Annex 10. 13. Eligibility of Projects. Sub-loans would finance investments, repair or modernization, and/or incremental working capital. Sub-loans proceeds could be used for the equipment and raw materials, repairs to facilities and only minor construction. Each credit application would be accompanied by a viable business plan, financial statements before and after the project, and cash-flow projections. Further details are provided in Annex 4. 14. Eligibility of PFIs. Interested PFIs will be able to participate if they are able to meet eligibility criteria, as required by Bank’s OP 8.30. To be eligible, a bank should be licensed and at least two years in operations; be in good standing with the respective Banking Agency (i.e., meet all pertinent prudential and other applicable laws and regulations) and remain in compliance; maintain at least the minimum capital and the risk-based capital adequacy of at least 12%; maintain adequate liquidity; classify its assets and off-balance sheet credit risk exposures and make adequate provisions; be profitable and maintain the value of its capital. It must have qualified and experienced management (i.e., adequate governance), well defined policies and written procedures for management of all financial risks, adequate internal audits and controls and management information systems. More details on PFI eligibility and the selection process is provided in Annex 4.1.
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