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Document of The World Bank FOR OFFICIAL USE ONLY Report No: 76301-CI INTERNATIONAL DEVELOPMENT ASSOCIATION PROJECT APPRAISAL DOCUMENT ON A PROPOSED PARTIAL RISK GUARANTEE IN THE AMOUNT OF US$60 MILLION IN SUPPORT OF THE GAS SUPPLY AND PURCHASE AGREEMENT BETWEEN THE BLOCK CI-27 JOINT VENTURE PARTNERS AND THE REPUBLIC OF CÔTE D’IVOIRE FOR THE BLOCK CI-27 GAS FIELD EXPANSION PROJECT May 20, 2013 This document has a restricted distribution and may be used by recipients only in the performance of their official duties. Its contents may not otherwise be disclosed without World Bank authorization. Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized

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Page 1: The World Bank FOR OFFICIAL USE ONLYdocuments.worldbank.org › curated › en › 709461468027283912 › ...Document of The World Bank FOR OFFICIAL USE ONLY Report No: 76301-CI INTERNATIONAL

Document of

The World Bank

FOR OFFICIAL USE ONLY

Report No: 76301-CI

INTERNATIONAL DEVELOPMENT ASSOCIATION

PROJECT APPRAISAL DOCUMENT

ON A

PROPOSED PARTIAL RISK GUARANTEE

IN THE AMOUNT OF US$60 MILLION

IN SUPPORT OF

THE GAS SUPPLY AND PURCHASE AGREEMENT BETWEEN THE BLOCK CI-27 JOINT

VENTURE PARTNERS AND THE REPUBLIC OF CÔTE D’IVOIRE

FOR THE

BLOCK CI-27 GAS FIELD EXPANSION PROJECT

May 20, 2013

This document has a restricted distribution and may be used by recipients only in the

performance of their official duties. Its contents may not otherwise be disclosed without World

Bank authorization.

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CURRENCY EQUIVALENTS

(Exchange Rate Effective May 16, 2013)

Currency Unit = FCFA

FCFA 510 = US$1

FISCAL YEAR

January 1 – December 31

ABBREVIATIONS AND ACRONYMS

ANARE Agence Nationale de Régulation de l'Electricité (National Power Regulatory

Authority)

ANDE Agence Nationale de l’Environnement (National Environmental Agency)

API American Petroleum Institute

Bbl Barrel

BOPD Barrels of oil per day

Btu British thermal units

CAS Country Assistance Strategy

CIAPOL Centre Ivoirien Antipollution (Ivorian Antipollution Agency)

CIE Compagnie Ivoirienne de l'Electricité (Private Ivorian Electric Company)

CIPREL Compagnie Ivoirienne de Production d’Electricité (Private IPP)

CNR Canadian Natural Resources

COLREG Convention on the International Regulations for Preventing Collisions at Sea

CPS Country Partnership Strategy

DSM Demand side management

ECF Extended Credit Facility

EE Energy Efficiency

EHS Environmental Health and Safety

EIRR Economic Internal Rate of Return

EMP Environmental Management Plan

ENERCI Société Energie de Côte d’Ivoire (Private energy company)

EPC Engineering, Procurement and Construction

ESIA Environmental and Social Impact Assessment

ESRS Environmental and Social Summary Review

EU European Union

FCFA Franc de la Communauté Financière d’Afrique (National currency)

FEED Front end engineering design activities

GdF Gaz de France (French Gas Utility)

GDP Gross Domestic Product

GHG Greenhouse Gases

GoCI Government of Côte d’Ivoire

GSPA Gas Supply and Purchase Agreement

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HIPC Highly Indebted Poor Country

HSE Health, Safety and Environment Management System

HVO Heavy Vacuum Oil

IBRD International Bank for Reconstruction and Development

IDA International Development Association

IFC International Finance Corporation

IMF International Monetary Fund

IMS Integrated Management Systems

IOC International Oil Company

IPP Independent power producer

IRR Internal Rate of Return

km Kilometers

L/C Letter of Credit

LNG Liquified natural gas

MARPOL International Convention for the Prevention of Pollution from Ships

MCF 1000 cubic feet

MIGA Multilateral Investment Guarantee Agency

MW Megawatt

mmbtu Millions british thermal units

mmscf Millions standard cubic feet

mmscfd Millions standard cubic feet per day

NPV Net present value

Opex Operation expenses

ORAF Operational Risk Assessment Framework

PAD Project Appraisal Document

PETROCI Société Nationale d’Opérations Pétrolière de la Côte d’Ivoire (National Petroleum

Company)

PDO Project Development Objective

PPP Public Private Partnership

PRG Partial Risk Guarantee

PRSP Poverty Reduction Strategy Paper

PSC Production Sharing Contract

SAUR Société d’Aménagement Urbain et Rural (Private French Company)

SCDM Private French oil and gas company

SECI SAUR Energie Côte d’Ivoire (Private energy company)

SIR Société Ivoirienne de Raffinage (Ivorian Refining Company)

SOGEPE Société de Gestion du Patrimoine du Secteur de l’Electricité (Holding company

for sector assets)

SOLAS International Convention for the Safety of Life at Sea

Tcf Trillion cubic feet

tCO2e Ton of carbon dioxide equivalent

ToP Take or Pay

UERP Urgent Electricity Rehabilitation Project

WAEMU West African Economic and Monetary Union

WBG World Bank Group

WTI West Texas Intermediate

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Regional Vice President: Makhtar Diop

Country Director: Madani M. Tall

Sector Director: Jamal Saghir

Sector Manager: Meike van Ginneken

Guarantee Manager:

Task Team Leaders:

Pankaj Gupta

Sunil Mathrani & Patrice Caporossi

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CÔTE D’IVOIRE

Block CI-27 Gas Field Expansion Project

TABLE OF CONTENTS

Page

I. STRATEGIC CONTEXT .................................................................................................1

A. Country Context ............................................................................................................ 1

B. Sectoral and Institutional Context ................................................................................. 1

C. Higher Level Objectives to which the Project Contributes .......................................... 5

II. PROJECT DEVELOPMENT OBJECTIVES ................................................................6

A. PDO............................................................................................................................... 6

B. Project Beneficiaries ..................................................................................................... 6

C. PDO Level Results Indicators ....................................................................................... 6

III. PROJECT DESCRIPTION ..............................................................................................7

A. Project Components ...................................................................................................... 7

B. Project Cost and Financing ........................................................................................... 8

C. Lending Instrument: Guarantee .................................................................................... 9

IV. IMPLEMENTATION .....................................................................................................13

A. Institutional and Implementation Arrangements ........................................................ 13

B. Results Monitoring and Evaluation ............................................................................ 15

C. Sustainability............................................................................................................... 15

V. KEY RISKS AND MITIGATION MEASURES ..........................................................15

A. Risk Ratings Summary Table ..................................................................................... 15

B. Overall Risk Rating Explanation ................................................................................ 16

VI. APPRAISAL SUMMARY ..............................................................................................16

A. Economic and Financial Analyses .............................................................................. 16

B. Technical ..................................................................................................................... 17

C. Financial Management ................................................................................................ 18

D. Procurement ................................................................................................................ 18

E. Environmental and Social Performance Standards ..................................................... 19

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Annex 1: Results Framework and Monitoring .........................................................................22

Annex 2: Detailed Project Description .......................................................................................24

Annex 3: Implementation Arrangements ..................................................................................33

Annex 4: Project Financial and Economic Analysis .................................................................38

Annex 5: Operational Risk Assessment Framework (ORAF) .................................................44

Annex 6: IDA Guarantee.............................................................................................................47

Annex 7: Power Sector Finances ................................................................................................51

Annex 8: Power Generation Expansion & Gas Supply Issues .................................................58

Annex 9: Project Preparation and Appraisal Team Members ................................................64

MAPS IBRD 36874 and 40029 ....................................................................................................65

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PAD DATA SHEET

CÔTE D'IVOIRE

CI - 27 GAS FIELD EXPANSION PROJECT

PROJECT APPRAISAL DOCUMENT

AFRICA

AFTG2

Date: May 20, 2013 Team Leaders: S. Mathrani/P. Caporossi

Country Director: Madani M. Tall

Sector Manager: Meike van Ginneken

Guarantee Manager: Pankaj Gupta

Environmental category: A

Joint IFC:

Project ID: P144030 Joint Level:

Lending Instrument: IDA Guarantee

Project Financing Data

[ ] Loan [ ] Credit [ ] Grant [X] Guarantee [ ] Other:

For Loans/Credits/Others:

Total World Bank financing (US$m.): 60.00

Proposed terms: PRG for a maximum period of 8 years against defined risk coverage.

Financing Plan (US$m)

Source Local Foreign Total

Bloc CI-27 Joint Venture 374 586 960

Senior debt 180 180

Equity 36 30 66

Cash-flows from operations (not

distributed to partners)

338 376 714

Total: 374 586 960

IDA Guarantee 60 60

Borrower:

Republic of Côte d' Ivoire

Guarantor: IDA

Project Sponsor:

Block CI-27 Joint-Venture (JV) members : Foxtrot International, SECI, ENERCI, PETROCI

Beneficiaries of the PRG :

Foxtrot International, SECI, ENERCI

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Content

For Guarantees: [ ] Partial Credit [x] Partial Risk [ ] Both Partial Credit &

Risk

Proposed Coverage: Guarantee of GoCI gas payments to the JV as detailed in the

GSPA

Nature of Underlying

Financing:

Letter of credit from commercial bank(s)

Terms of Financing for

IBRD/IDA Guarantee:

Principal Amount

(US$m):

60

Final Maturity: 8 years

Amortization Profile: N/A

Grace Period: None

Financing available without

Guarantee:

[ ] Yes [x] No

If Yes, estimated Cost or

Maturity:

N/A

Estimated Financing Cost or

Maturity with Guarantee:

N/A

World Bank Group

Participation:

[ ] IFC [ ] MIGA

Estimated disbursements (World Bank FY/US$m)

FY 14 15 16 17 18 19 20 21

Annual N/A

Cumulative N/A

Expected effectiveness date: June 30, 2013

Expected closing date: June 30, 2021

Does the project depart from the CAS in content or other significant respects? [ ]Yes [x] No

Does the project require any exceptions from World Bank policies?

Have these been approved by World Bank management?

[ ]Yes [x] No

[ ]Yes [ ] No

Is approval for any policy exception sought from the Board? [ ]Yes [x] No

Does the project include any critical risks rated “substantial” or “high”?

[x]Yes [] No

Does the project meet the Regional criteria for readiness for implementation? [x]Yes [ ] No

Project development objective

The Project’s Development Objective (PDO) is to maintain the availability of clean natural gas

for lower-cost power generation.

Project description

The proposed operation consists of a credit enhancement mechanism to address the low credit

worthiness of the Ivorian power sector and of the Government of Côte d’Ivoire (GoCI), thus

enabling the development and expansion of the Block CI-27 gas field. The proposed instrument

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is a Partial Risk Guarantee (PRG), back-stopping gas payments under the Gas Supply and

Purchase Agreement (GSPA) between GoCI and the Block CI-27 Joint Venture Partners.

The detailed content and coverage of this guarantee will be negotiated with SECI, Foxtrot

International and ENERCI (the foreign private investors in the JV) and GoCI.

The PRG will use a letter-of-credit (L/C) structure to support GoCI’s payment obligations under

the GSPA to the JV partners, excluding the share corresponding to PETROCI.

Which safeguard policies are triggered, if any?

The World Bank’s team has reviewed and endorsed the Environmental and Social Review

Summary (ESRS) report prepared by MIGA. Based on current information and MIGA

environmental and social due diligence, it is expected that the CI-27 expansion project will have

impacts that will be managed in a manner consistent with the following Performance Standards:

PS 1: Social and Environmental Assessment and Management Systems

PS 2: Labor and Working Conditions

PS 3: Pollution Prevention and Abatement

PS 4: Community Health, Safety & Security

PS 5: Land Acquisition and Involuntary Resettlement

PS 6: Biodiversity Conservation & Sustainable Natural Resource Management

Significant, non-standard conditions, if any, for:

Sector Board

Sector Board: Energy and Mining

Sectors / Climate Change

Sector (Maximum 5 and total % must equal 100)

Major Sector Sector % Adaptation Co-

benefits %

Mitigation Co-

benefits %

Energy and mining Oil and gas 100

I certify that there is no Adaptation and Mitigation Climate Change Co-benefits information applicable to this

project. Themes

Theme (Maximum 5 and total % must equal 100)

Major Theme Theme %

Financial and private sector

development

Infrastructure services for private sector

development

100

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1

I. STRATEGIC CONTEXT

A. Country Context

1. Côte d’Ivoire has a population of approximately 23 million and is the largest economy in

the West African Economic and Monetary Union (WAEMU), accounting for around 40 percent

of the Union’s Gross Domestic Product (GDP). The country plays a leading role in the economy

of the region, with significant industrial and service sectors, a diversified agricultural base and a

favorable geographic position. With its large immigrant population, Côte d’Ivoire has also been

an important source of worker remittances for other countries in the sub-region. Côte d’Ivoire is

the world’s top exporter of cocoa, a net (albeit small) exporter of oil, and has a crucial role in the

transport of goods to and from landlocked neighboring countries of the Sahel.

2. Following the Ouagadougou Political Accords (OPA) of 2007, Côte d’Ivoire started to

recover from the political and security crises that erupted in 2002, and to gradually emerge from

a long period of poor governance that increased poverty, eroded institutional capacity, and

deteriorated basic social and economic infrastructure1. In 2007, the World Bank Group (WBG)

and the International Monetary Fund (IMF) re-engaged with the coalition transition government

established by the OPA. In 2010, the WBG approved a new Country Partnership Strategy (CPS)

for FY10-13, which outlined a program to support the implementation of the PRSP.

3. Since the inauguration of Alassane Ouattara as the new president in May 2011, the

country has made substantial progress towards normalization. The new Government of Côte

d’Ivoire (GoCI) has embarked on an ambitious program for economic and social recovery and

reached the HIPC Completion Point in July 2012, opening the door for the country to obtain debt

relief. With the cessation of hostilities, the government has also moved to restore security,

address the social needs of the affected population, and improve governance. Parliamentary

elections took place in December 2011, although these were boycotted by the main opposition

party. The limited progress towards post-conflict national reconciliation remains a cause of

political uncertainty.

4. The economy has rapidly recovered since the reopening of banks and financial

institutions at the end of April 2011 and the lifting of the European Union (EU) embargo at the

end of the post-election crisis. Economic activity rebounded more strongly than projected in

2012 following a contraction in 2011 induced by the crisis. GDP increased by 9.8 percent in

2012. In November 2011, the IMF approved an Extended Credit Facility (ECF) of US$616

million to be disbursed over the next three years. The second tranche was released on 30

November 2012. Most economic indicators have evolved favorably since May 2011 and the

economic outlook for 2013 and over the medium term is favorable. Real annual GDP growth of

8.5% is forecast for 2013-15.

B. Sectoral and Institutional Context

5. Approximately 34 percent of the Ivoirian population has access to electricity today. This

is down from 40 percent before the political and security crisis, which was the highest service

ratio in Sub-Saharan Africa at that time. Côte d’Ivoire has been a pioneer in introducing private

sector participation in the power sector in the region. In 1990, Compagnie Ivoirienne de

1 Poverty increased from 10% in 1985 to 49% in 2008 (using a poverty line of approximately US$1.50 per day)

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2

l'Electricité (CIE), a private company, was awarded a fifteen-year lease contract ("affermage") to

manage the country's grid and run the existing state-owned generation assets. The contract was

subsequently extended to 2020. CIE is paid a management fee per unit of electricity sold. The

GoCI retained ownership of power sector assets managed by CIE, and only recently transferred

them to a newly created asset holding company, CI-ENERGIES. Thermal generation was left to

the private sector to develop via Independent Power Producers (IPPs). The sector is governed by

the Electricity Law of 1985, that no longer reflects prevailing conditions, and is undergoing an

extensive update2. It defines the transmission, distribution, import and export of electricity in

Côte d’Ivoire as a state monopoly, while electricity generation is open to the private sector. The

regulatory body, Autorité Nationale de Régulation du secteur de l'Electricité de Côte d'Ivoire

(ANARE), set up in 1998, has a purely advisory role on tariff matters and the Ministry of Mines

& Energy retains most decision-making authority.

6. In 1994, the country also awarded the first Independent Power Producer (IPP) contract in

Africa to CIPREL, and in 1998 it awarded the then largest IPP in Africa to Azito Energie, a

project that was supported by the first IDA Partial Risk Guarantee.

7. While the sector experienced marked improvements during the first decade of private

sector participation, the subsequent political upheavals, beginning with the coup d’état in 1999

and the political crises thereafter were a setback to progress. As a result of the political turmoil,

the sector’s commercial performance declined sharply and investors’ perception of risk was

adversely affected.

8. Today, Côte d’Ivoire electrical system is still among the largest in West Africa, (the third

in size after Nigeria and Ghana), although political instability in the last decade has led to a

substantial investment backlog. Since 2000, only 110 MW of new generation capacity has been

added, while electricity demand has been growing at over 5 percent per year on average, despite

the political crisis. In early 2010, the country experienced severe load shedding for the first time

since 1984. 100 MW of emergency units had to be rented as a stop-gap measure. Currently,

load shedding is limited to peak demand periods, but this is mostly due to transmission and

distribution network constraints. If economic growth is as robust as forecasted, the risk of

capacity deficits in 2014 is considerable. As a result, the Government has contracted a further

100 MW of rented generation capacity in order to cover the generation gap until new capacity is

commissioned in 2015-16.

9. The historical involvement of private players in the sector has in part shielded it from the

political instability. The affermage contract with CIE and the formalized cash flow distribution

mechanism in the sector (“cash waterfall”)3, which guarantees stability of remuneration to the

private players, have helped Côte d’Ivoire attract further private investments in generation,

despite the civil and political turmoil. Both supply contracts with Azito and CIPREL have

withstood the crisis and continue to supply power effectively and are now expanding their

generation capacity.

10. Nevertheless, the prolonged economic and political crisis of the past decade has taken a

toll on the sector. There has been a significant decline in CIE’s operational and commercial

performance in recent years, with a sharp rise in energy losses that are now close to 25 percent.

2 It makes no provision for the development of renewable energy by private parties and is not compatible with the

country’s obligations under the ECOWAS Energy protocol. 3 Described in detail in Annex 7.

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3

In addition, since the affermage contract with CIE does not require it to carry out major

investments, (which remain the responsibility of GoCI), the sector was starved of investment

resources during the long period of civil strife. Also, the de facto partitioning of the country over

the course of several years also meant that CIE was unable to bill and collect revenues in a large

area of the country, although it continued to supply power there.

11. As a consequence, sector financial fundamentals remain challenging. For the past several

years the sector has suffered major financial shortfalls exceeding FCFA 100 billion (US$200

million) per year. This is mainly due to:

(a) insufficient revenues following limited tariff increases in the last ten years, despite

the greater reliance on higher-cost gas rather than hydroelectricity;

(b) large increases in costs, particularly of gas supply, following a decision in 2007 to

remove a price cap from the existing gas supply contracts;

(c) expensive liquid-fueled emergency power rentals needed because of lack of timely

decisions to expand gas supply and power generation capacity; and

(d) disruptions in collection of revenues in parts of the country.

12. The financial situation of the sector is now improving, thanks to a comprehensive power

sector Financial Recovery Plan agreed with the IMF in late 2012, that GoCI has started to

implement4. The Plan includes renegotiating down the high gas price, as well as other cost

savings, while also increasing sector revenues through inter alia, tariff increases for industrial

users. The GoCI agreed with Block CI-27 Joint Venture partners on a retroactive price reduction

effective from January 1, 2012. This is resulting in cost savings to the power sector of about

FCFA 80 billion (about US$160 million) per year. While there has been progress on cost

reduction, the GoCI has been reluctant to take action on tariffs for residential users, due to

potential socio-economic impacts associated with rate increases.

13. Although the GoCI financial recovery plan is significantly reducing the costs and the

deficit of the power sector, continuing subsidies for 2013-14 by GoCI is unavoidable. Full

implementation of the financial recovery plan, including an overall tariff adjustment of about 15

percent, over the coming two years is required to restore financial sustainability5.

14. The proposed operation complements GoCI’s turnaround strategy for the sector and fits

into a series of policies and instruments being deployed by the Government, with the support of

the donor community, to address the sector’s challenges. In addition to the ongoing IDA-funded

Urgent Electricity Rehabilitation Project (UERP), which aims at addressing bottlenecks in the

existing power distribution systems, a Development Policy Operation (DPO) is under preparation

to support a balanced economic reform program strengthening public-sector governance and

administration and facilitating private-sector led growth. Increasing the rate of investment in the

energy sector is a key aspect of the DPO pillar on Improvement of the Business Climate and

Increased Private Investment. In parallel, the IMF Extended Credit Facility (see para. 4 above)

provides the country with supplementary budget resources.

4 More details on the Plan and the sector financials are outlined in Annex 7.

5 Forecasts still indicate a loss of 69 CFA billion in 2013 and 52 CFA billion in 2014. GoCI’s share of the gas

revenues will be sufficient to cover this deficit, in the event that tariffs are not raised.

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4

15. As the Ivorian economy recovers and growth accelerates, demand for power is expected

to increase sharply. Electricity demand is forecast to grow by about 9 percent per year on

average over the next five years. An additional 150 MW/year of new capacity would be required

to meet the forecasted demand and provide a small reserve margin. New production will be from

thermal plants until 2017-18, prior to the completion of a major hydropower plant, Soubré, for

which construction has just begun.

16. The power sector is heavily dependent upon gas supply. All expansion of generation

capacity during the past 25 years has been gas-based. Given the untapped hydropower potential

of Côte d’Ivoire and the fact that the next hydropower generation project will not enter service

until at least 2017, the power sector’s dependency on gas will increase even further over the next

few years. The two existing gas-fired plants are being expanded to add over 300 MW of new

capacity and a new developer has advanced plans to add a further 360 MW of gas-fired

generation capacity at a new site. Achieving financial closure for this latter project may also

require risk mitigation by multilateral development banks.

17. The power and gas sectors in Côte d’Ivoire are deeply interlinked. Power is virtually the

sole market for gas producers and electricity production is heavily dependent upon natural gas.

Consequently, investment decisions in one sector depend upon a commensurate response in the

other. Sustainable and affordable gas supply is the key to maintain and expand the power supply

in Côte d'Ivoire by timely construction of efficient combined-cycle gas-fired plants that can

deliver power at a cost of less than half that of liquid fuels – USc8/kWh vs. USc17/kWh6. Power

from combined cycle plants running on local gas is highly competitive and Côte d’Ivoire is well

placed to export such power to its northern neighbors, provided that adequate gas can be

supplied.

18. Due to inadequate coordination and financial constraints, the expansion of power

generation capacity is today hindered by lags in development of new gas resources. Current gas

producers have attained the maximum output levels that their gas reserves can sustain.

Exploration is under way to discover new gas and oil reserves, but long lead times, post-

discovery, mean that indigenous gas supply cannot be raised significantly for at least another 5-6

years.

19. Côte d’Ivoire has consolidated its role as key power exporter in the region, supplying

neighboring Burkina Faso and Ghana, as well as Togo and Benin (although on an intermittent

basis). A transmission line to interconnect with Mali has recently been commissioned, thereby

increasing export opportunities. The growing role of the country as key regional player has

increased expectations for power exports in the region, which exerts further pressure on an

overstretched power and gas supply system. Further progress in regional power trade under the

aegis of the West African Power Pool is constrained by the lack of natural gas and combined

cycle plants for Côte d'Ivoire to meet its export ambitions in the next few years.

20. Due to a gas deficit, the sector will continue to use substantial amounts of liquid fuel

(HVO) in 2012-14. The cost of this liquid fuel is very high (almost four times the cost of gas7)

and over the next five years, an estimated US$250 million of liquid fuel will be required to offset

the lack of gas in the sector. Over the medium term, to mitigate the impact on end user tariffs,

Côte d'Ivoire's power sector needs to pursue demand side management and energy efficiency

6 With gas priced at $5.50/mmbtu and oil at $100/bbl.

7 The cost is about 142 FCFA/kWh only to purchase the fuel, compared with about 38 FCFA/kWh for gas.

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5

measures, as well as aggressively explore renewable energy sources such as grid-connected

solar. In the longer term, larger-scale hydro also offers an alternative source of power, since the

country still has considerable unexploited hydro potential.

21. The expansion of the CI-27 gas field production facilities will ensure that firm gas supply

at current levels can be sustained until 2024. This project is therefore key to the power sector’s

financial health as current tariff levels do not cover the cost of generation based on liquid fuel.

Without the expansion of the CI-27 gas field, the additional cost of liquid fuel to the sector of

US$1.5 billion until 2020, or an additional US$215 million per year on average.

22. Until 2012, the gas price for the CI-27 gas field was indexed to the West Texas

Intermediate index. This indexation formula, linked to the price of crude oil, exposed the GoCI

to unpredictable energy prices, often as high as US$9/mmbtu. This agreement was amended in

2012 with a new framework to calculate the gas price. The revised 2012 GSPA reduces the

GoCI exposure to future gas price shocks, by setting a new base price of US$5.5/mmbtu and

partial indexation to local exploration and production costs, with a clause enabling renegotiation

if the price increases or decreases by more than 10 percent. This revised contractual framework

contributes to bringing down the average cost of electricity for the country by reducing the gas

price to the power sector. It also helps to restore the power sector’s financial viability.

23. The CI-27 development is the most advanced of various projects and would deliver gas in

a much shorter timeframe than other smaller marginal gas field development possibilities in

offshore Ivorian waters. Based on current knowledge of Ivorian offshore petroleum prospects,

no other discoveries can deliver equivalent volumes of gas. Even if substantial new discoveries

take place within the next year, developing them would take a minimum of 5 years, during which

time gas demand will have risen steadily.

24. Annexes 7 and 8 present an overview of the Ivorian oil and gas sector, further details on

the power sector financial situation and issues related to power generation expansion and gas

supply.

C. Higher Level Objectives to which the Project Contributes

25. The proposed PRG contributes to promoting economic growth by addressing the fuel

supply needs of the electricity sector, which is crucial to all modern sector development. The

PRG will enhance the financial viability of electricity supply in Côte d’Ivoire by reducing the

risk of recourse to high-cost and more polluting liquid fuel. It also supports an inflow of foreign

private investment in the economy at a time when political uncertainty still affects the investment

climate.

26. In May 2010, the World Bank Board of Directors adopted a four-year Country

Partnership Strategy (CPS) for the Republic of Côte d’Ivoire that aims to: (i) improve

governance and rebuild institutions; (ii) strengthen the performance of agriculture; (iii) support

private sector development; and, (iv) renew infrastructure and basic services. By supporting the

expansion and upgrading of an essential energy sector asset, the proposed PRG will primarily

support the fourth CPS pillar (renewing infrastructure and basic services). This CPS pillar is in

turn aligned with the third outcome of the Country’s Poverty Reduction Strategy Paper: ensuring

the well-being of the population though increased access to electricity. The PRG is also aligned

with the growth pillar of the World Bank’s Africa Strategy, by contributing to reliable supply of

electricity for growth and private investment.

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27. The WBG is broadly engaged in Côte d'Ivoire, with a large portfolio, and has been deeply

involved in several power sector financing and reform operations over the past 15 years. The

PRG is part of a suite of instruments supporting the energy sector in Cote d’Ivoire, including a

strong sectoral dialogue with the authorities. Within this broader suite of support, the PRG is

used as an instrument to contribute to restoring investors' confidence in the energy sector in post-

conflict Côte d’Ivoire.

28. The PRG is complementary to the ongoing IDA-funded UERP, approved in 2009, since it

addresses the critical gas-to-power link and leverages IDA resources to minimize business and

regulatory risks faced by private investors. The PRG will help secure production of cheaper

electricity, while reinforcement of the distribution system under the UERP will improve supply

to clients and increase access to electricity. In addition, the Development Policy Operation

(currently under preparation) will support a balanced economic reform program including

measures to increase the rate of investment in the energy sector.

29. The IFC and MIGA Boards approved support for the expansion of the Azito power plant

in mid-2012. During the last 12 months, both CIPREL and Azito power projects have arranged

firm financing to expand power generation capacity in 2014-15; however at the same time the

risk of timely payments from the power sector to private parties remains a key risk to further

upstream gas development. Yet additional gas is required to be brought on stream concurrently

with new power generation capacity. This non-payment risk is a key constraint to the expansion

of gas supply, as in the recent past delayed payments and arrears have accrued for up to 6

months.

II. PROJECT DEVELOPMENT OBJECTIVES

A. PDO

30. The Project’s Development Objective (PDO) is to maintain the availability of clean

natural gas for lower cost power generation.

B. Project Beneficiaries

31. The direct beneficiaries of the proposed project are (i) the private commercial banks that

are providing loan funds to the project developers, (ii) the shareholders of the Block CI-27 Joint

Venture, and (iii) PETROCI and GoCI that will earn substantial revenues from the additional gas

to be sold over the next 12 years.

32. The indirect beneficiaries are consumers of electricity, whose tariffs are lower than they

would otherwise be in the absence of the project, because the alternative to Foxtrot gas is high-

cost liquid fuel. The air quality in Greater Abidjan will also be cleaner since the Greenhouse

gases (GHG) released by burning natural gas are significantly lower than from burning oil.

C. PDO Level Results Indicators

33. The proposed PDO indicators are:

a) The quantity of gas supplied to power plants (mmscf/month);

b) Greenhouse gas emissions avoided (tons of CO2 emissions reduced per year);

c) Power sector savings associated with burning gas instead of liquid fuel (US$/year);

d) Indirect Project Beneficiaries (number); and

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e) Female Beneficiaries (percentage).

34. The project’s intermediate indicators will relate to the commissioning of the project on

time and budget. The intermediate indicators include:

a) Gas production capacity achieved by the project (mmscf/month);

b) Commissioning of the project completed on schedule (yes/no); and

c) Commissioning of project according to budget (yes/no).

III. PROJECT DESCRIPTION

A. Project Components

35. The proposed operation consists of a credit enhancement mechanism to mitigate the risks

of the low creditworthiness of the power sector and the GoCI, thus enabling private investment

in the expansion of the CI-27 block gas fields. The proposed instrument is a Partial Risk

Guarantee (PRG) back-stopping gas payments under a Gas Supply and Purchase Agreement

(GSPA) between the Republic of Côte d’Ivoire, CI-ENERGIES and the Block CI-27 Joint

Venture Partners (JV), - Foxtrot International, SECI, ENERCI and PETROCI. Under the GSPA,

GoCI has agreed to guarantee CI-ENERGIES’ payment obligations for gas supply to the JV

partners, but given recent history of payment arrears, this alone is perceived by commercial

lenders as inadequate risk mitigation. Hence the PRG will support GoCI’s payment obligations

under the GSPA to the JV partners, excluding the share corresponding to PETROCI, the state-

owned petroleum company

36. Block CI-27 is located offshore Côte d'Ivoire approximately 70km southwest of Abidjan.

The expansion project comprises two components: (i) upgrading of the existing Foxtrot platform

and, (ii) addition of a new production platform, wells and pipelines to develop the adjacent

Marlin field within the CI-27 block.

37. Foxtrot is the only field in Block CI-27 currently in operation. Gas and a small volume

of oil are transported via pipelines to the Vridi terminal in Abidjan, where the gas is sold to the

Azito and CIPREL power stations and the oil to the SIR refinery. The supply lines and facilities

that service the existing Foxtrot platform will be reconfigured to ensure reliability and

uninterrupted gas supply after the field expansion.

38. The Marlin field will be developed as a new separate four-leg fixed platform with eight

slots and five wells. The Marlin platform was ordered in February 2013, after a 2-year delay,

resulting from the unstable political situation in Côte d'Ivoire, and gas payment arrears of the

power sector.

39. The investment will enable Block CI-27 to maintain production of 140 mmscfd, with a

peak production capability of 154 mmscfd and allow liquid handling of 12,000 bbls/day, with a

contractual commitment to produce and sell gas to GoCI until 2024. The diagram below shows

the production profile of the CI-27 gas field. It is worth noting that without the investments,

production will decline quickly over time. More details of the CI-27 expansion project are

available in Annex 2.

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Figure 1: Production profile of the CI-27 gas field (existing and expansion)

B. Project Cost and Financing

40. Project costs. The table below summarizes the main investment costs of the JV for the

period 2012-2016. These cost items include built-in contingencies. All of the JV partners have to

make a contribution pro rata to their share in the JV. A significant portion of the JV sources of

funds will be provided by the cash-flow generation from existing and to-be-developed assets in

Block CI-27. Each JV partner has decided to allocate a portion of these revenues, which it is

entitled to distribute, to finance the investment plan.

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Table 1: Use and sources of funds - Block CI-27 Investment Program

for the period 2012-2016

Project Cost US$m Joint Venture Sources of Funds US$m

Exploration/Evaluation wells 70 Total Equity 65

New Production wells 420 Petroci 36

Mahi and Manta gas 180 Enerci 18

Foxtrot O&G wells 155 Mondoil 12

Marlin O&G wells 85 Cash-flow from operations 715

New Marlin Production platform 315

SECI 205

Petroci 338

Process expenses, extension of

existing facilities, piping 155

Enerci 97

Mondoil 77

Senior debt 180

SECI 180

Total Investment costs 960 Total sources 960

41. SECI expects to finance its stake in the JV with US$328 million of revenues from

operations, counted as equity, and US$200 million of debt financing. Debt is provided by four

commercial banks, led by HSBC, which SCDM8 has appointed as Lead Arranger. The debt

tenure is expected to be 6-8 years. ENERCI (Suez group) and PETROCI will finance the

additional investment needs through a combination of cash-flows from existing operations and

additional equity.

42. Over US$300m of the total investment costs have already been committed. The

investments to date comprise drilling the additional wells connected to the Foxtrot platform,

adapting the Foxtrot platform to these new wells, and ordering the Marlin platform. The bulk of

the funding so far has been from the sponsors’ equity contributions, which will be rebalanced

with additional JV cash-flows from operations and senior debt (for the SECI portion) during the

remaining investment period.

C. Lending Instrument: Guarantee

43. The proposed project consists of providing a credit enhancement mechanism to address

the low credit worthiness of the power sector and the GoCI, thus enabling the development and

expansion of the CI-27 block gas and oil field. The proposed instrument will be a US$60m

Partial Risk Guarantee (PRG), back-stopping Côte d’Ivoire’s guarantee obligations for the gas

payments under the Gas Supply and Purchase Agreement (GSPA) between GoCI, CI-

ENERGIES, and the Block CI-27 JV private partners (SECI, ENERCI, Foxtrot international).

8 SCDM Energie SAS, France, or SCDM SAS (SCDM), which is the recipient of the MIGA coverage, owns 24

percent of the Block CI-27 JV through the company SECI. See Figure 1 in Annex 2 for the detailed Shareholding

structure of the CI-27 JV.

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44. To this extent, IDA received a request to provide a Partial Risk Guarantee benefitting the

Block CI-27 from the GoCI on July 19th 2012.

45. The PRG will be structured to support international members of the JV, i.e, SECI,

ENERCI and Foxtrot International. The specific risk coverage requested by the JV partners

includes backstopping of the ongoing payments for gas supplies to the power sector. This is

required in order to allow the JV to make timely payments to commercial banks providing senior

loans to SECI; such credit enhancement will prevent these commercial banks from claiming any

payment defaults under the financing agreements and from requesting immediate acceleration of

their loans in case of missed payments, as they would be entitled to do if a PRG was not in place.

The PRG support is part of the security requirements that private commercial lenders to SECI

have put forward in their financing agreements with SECI.

46. Lenders to SECI and investors in the expansion project need additional security to cover

termination risks, which are not included in the PRG coverage under consideration. In this

regard, the MIGA Board approved in November 2012, a US$380m insurance coverage to SECI

and its lenders. MIGA Partial Risk Insurance has been provided only for a portion of the equity

investment in the project –that of SECI. Therefore, complementing MIGA support, the proposed

PRG aims at securing investors against commercial risks and to ensure timely payment for gas

supplied while enhancing the long-term sustainability of the project, thereby allowing a scale-up

of large private investments to be undertaken in the upstream gas sector. However the other

private partners in the JV are only seeking PRG support for ongoing payments.

47. The proposed PRG will use a letter-of-credit (L/C) structure to support Côte d’Ivoire’s

payment obligations under the GSPA to the JV partners, excluding the share corresponding to

PETROCI. Annex 6 provides an indicative term sheet for the typical PRG structure based on an

L/C, the key features of which are set forth below:

(a) A revolving L/C is issued by a commercial bank (L/C Bank and PRG beneficiary)

in favor of Foxtrot International acting on behalf of the Joint Venture Partners. The

L/C could be drawn in the event GoCI fails to comply with certain of its contractual

payment obligations under the relevant GSPA, as detailed under the PRG Support

Contract.

(b) GoCI would reimburse the L/C Bank amounts drawn under the L/C within an

agreed time period -12 months. If reimbursement is made within the agreed time

period, the L/C would be reinstated by the L/C Bank. However, if GoCI fails to

reimburse the L/C Bank within the agreed time period, the L/C Bank would have the

right to request reimbursement directly from the World Bank under the PRG.

48. The L/C amount is expected to cover up to a capped amount US$60 million of gas

payments corresponding to an estimated 4-5 months9 of deliveries under the GSPA, excluding

PETROCI’s share of revenues, which is not covered by the PRG.

9 The JV gas supply obligation is 140mmscfd with a base price, subject to indexation, of $5.5/mmbtu. The monthly

payment corresponding to this contractual quantity and to the base price is about $23m. Given the 60% ownership

of the private investors (PETROCI owns 40% of the JV, and its payments are not covered by the PRG), the monthly

gas payment to private investors is about $14m. A $60m PRG will therefore cover 4.3 months of gas payments

under the GSPA.

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49. The PRG would cover principal, capped at US$60 million and interest, due and unpaid by

GoCI to the L/C Bank related to advances made by the L/C Bank to Foxtrot International under

the letter of credit. This total amount of the PRG is deemed appropriate by the World Bank,

taking into consideration: (i) the precedents of arrears which the country has gone through; (ii)

the ongoing gas projects that the World Bank is involved in; (iii) the brownfield nature and

advanced stage of the project; and (iv) the complementarity of the PRG with the MIGA Partial

Risk Insurance.

50. The availability of the proposed risk mitigation through the PRG was considered a key

condition, (albeit implicit), for the signing of the amendment to the GSPA between GoCI and the

JV. The main advantage of the proposed PRG is that minimal security (equivalent to only few

months of GSPA payments) is being provided to the JV partners through the PRG, while

leveraging IDA resources. The catalytic effect of the PRG is demonstrated by the fact that PRG

support for US$ 60 million (counted as only US$ 15 million from the IDA Country allocation)

will leverage substantially larger gas payment flows over the terms of the GSPA (12 years) and

facilitate an investment in the Foxtrot Gas Field of about US$ 1 billion.

51. The PRG structure is well defined and has been extensively discussed with the GoCI, and

with the private partners of the JV. The PRG structure has in addition been tested with several

commercial banks through market soundings.

52. The diagram below illustrates the PRG-related agreements and structure.

Figure 2: PRG-Related Agreements and Structure

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L/C Bank Selection Process

53. The L/C bank will be chosen on the basis of a competitive process handled jointly

between GoCI and Foxtrot International. The L/C bank will be selected from a shortlist of banks

meeting the following criteria: (i) a strong experience in the field of structured finance and trade

finance activities, (ii) creditworthiness acceptable to address the long term drawdown needs over

the L/C tenure; and (iii) competitive pricing of the L/C.

54. Banks have already shown considerable interest to provide the L/C guaranteed by IDA,

as the L/C bank risk will rely not on the project merits but on IDA’s creditworthiness. Given the

visibility of the project, a major oil and gas project in Africa, the familiarity of some banks with

the project, as existing financiers of SECI, their relationships with some of the JV partners (in

particular GdF-Suez and Bouygues), and the banks already present in Côte d'Ivoire, the L/C

tender is expected to attract interest from a number of commercial banks.

55. IDA expects the L/C bank selection to be made in July 2013, and financing documents

signed shortly thereafter.

Lessons Learned and Reflected in the Project Design

56. Lessons learned and incorporated in the project design include the World Bank‘s

worldwide experience with IPP projects, in particular project experience in Pakistan, Jordan,

Bangladesh, Kenya, Nigeria and Côte d‘Ivoire. In Côte d’Ivoire, the PRG in support of the Azito

Power Plant (1998) has been successfully concluded without any instances of default or a call on

the PRG, despite the turmoil which affected the country during the civil war.

57. From the above mentioned transactions several lessons can be derived :

(a) A PRG can mitigate the power sector’s financial and institutional position for

investors in the sector, provided the WBG has a strong sectoral dialogue with the

authorities. This is particularly the case in Côte d'Ivoire, as the WBG is broadly

engaged in Côte d'Ivoire, with a large portfolio, and has been deeply involved in

several power sector financing and reform operations over the past 15 years. A PRG

does not directly address the financial viability of the energy sector. However, it can

be used as an instrument in a broader suite of WBG support, and contribute to

restoring investors’ confidence in a country and a sector.

(b) A well-structured power sector can adequately limit the risk that the Guarantee

would be called. In Côte d'Ivoire, the cash flow distribution mechanism and the

recourses on GoCI which are embedded in the GSPA, make it unlikely that the IDA

guarantee would be called upon. Furthermore, it is in the interest of all the parties -

as is observed in most, if not all PRG operations - that the PRG is not called, in order

to preserve Côte d'Ivoire's reputation as a creditworthy partner.

(c) PRGs have favored private investments in the power sector, mainly IPPs, but are

not sufficient by themselves to ensure financial sustainability of a country’s power

sector. This is particularly true in Côte d'Ivoire, as the PRG has to be accompanied

by credible reform measures and visibility over tariff policy. The WBG is

particularly well placed to favor this discussion, as it is deeply involved in the Ivorian

power sector, through its IDA, IFC and MIGA operations.

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(d) The WBG has limited the amount and the tenure of the guarantee it would

provide, in order to limit the "burden" on GoCI, should the guarantee be called, and to

leverage as much as possible its intervention. As a general principle, IDA tries to

limit the extent of its guarantees, and takes the benefit of being complementary with

MIGA guarantees.

(e) The L/C PRG structure has a proven record of mobilizing private investment (e.g.

Cameroon, Kenya and Nigeria) through efficient mitigation of the liquidity risks due

to failure of meeting on-going payments. The PRG with a L/C facility puts in place a

cost efficient security instrument to lower the counterpart credit risks. In the case of a

payment delay, the L/C structure gains the project valuable time to sort out the

irregularities while still being able to serve the debt and avoid default. In this way the

L/C PRG structure ensures the continuous operation of the gas field to provide stable

gas supply to the power sector during the disruption period. From the WBG

perspective, the L/C PRG structure minimizes the use of IDA resources and

complements the MIGA Partial Risk Insurance which covers termination risks to

SECI lenders and shareholders.

58. The project design not only incorporates best practice experience from these projects, but

further builds on this experience through the harmonization of the risk mitigation package and

minimizing support to the extent appropriate for GoCI, given the creditworthiness issues

affecting the energy sector. Synergies between the IDA PRG and the MIGA Partial Risk

Insurance are expected to encourage other private investments in the county by demonstrating

that GoCI can offer a tested credit enhancement framework to attract investors in other projects,

both in energy as well as other infrastructure sectors.

IV. IMPLEMENTATION

A. Institutional and Implementation Arrangements

59. Foxtrot International is the operator of Block CI-27 and is responsible for the project

implementation. Foxtrot International has a strong track record of operating in Côte d’Ivoire and

is well equipped from technical, contractual and financial standpoints to develop this large scale

project.

60. The main contracts governing activities in the CI-27 Block are the Production Sharing

Contract, (PSC, signed in 1994), and the Gas Supply & Purchase Agreement (GSPA, signed in

1997), described below.

Production Sharing Contract (PSC)

61. The PSC for Block CI-27 was signed in 1994 between the Republic of Côte d’Ivoire,

PETROCI and Foxtrot, SECI, ENERCI. This contract has been modified on several occasions.

The last modification (signed in November 2012) revises the cost recovery and profit gas shares

between the JV partners and the State. The contract has been extended to August 2024. The

PRG itself will extend until year 2021.

62. The PSC specifies that the gas and oil sales will first be used to reimburse the investment

costs of the JV partners in Block CI-27. Additional production beyond cost oil and gas, “profit

gas” and “profit oil” will be shared as follows: 50 percent is allocated to GoCI, and 50 percent is

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allocated to the JV members. Both the cost gas and profit gas share of the JV increased after the

negotiation of the new gas sales price10

.

Gas Supply and Purchase Agreement

63. A Gas Supply and Purchase Agreement, originally signed in 1997, was amended in 2007

and 2012. The GSPA specifies that the JV will provide daily gas supply capacity of 140 mmscfd

starting from July 2012 until 2024, from an initial contractual quantity of 90 mmscfd. The GoCI

is obliged, under a Take or Pay clause, to offtake 70 percent of this capacity. However, the take

or pay is not considered an issue, given the potential shortage of gas for the power sector. As

mentioned above, despite the project, GoCI would still need to buy HVO to complement gas

based power generation.

Gas and Power Sector Institutional and Implementation Arrangements

64. The project institutional and implementation arrangements can be summarized as

follows:

(a) The assets of the power sector (apart from private generation assets) are owned by

CI-ENERGIES (a 100 percent state-owned enterprise, set up under company law).

CI-ENERGIES’ role and responsibilities are management and renewal of sector

assets, planning and development of new sector investments and managing the cash

flows of the power sector. In particular, CI-ENERGIES is the party to the GSPA

signed with the various gas suppliers.

(b) CIE, partly owned by Bouygues through Finagestion is in charge of transmission,

distribution and generation of electricity from publicly owned power sector assets (ie.

the ones not handled by IPPs). CIE’s role is limited to operation and maintenance of

these assets. Replacement of assets is the responsibility of CI-ENERGIES.

(c) CI-ENERGIES has the monopoly to buy power and gas from private suppliers.

(d) Generation IPPs are currently limited to Azito Energies and CIPREL.

(e) The operation of the power sector is governed by Decree no. 10-2010, which

defines the cash flow distribution mechanism of the power sector. This mechanism

guarantees stability of remuneration to the private players. The Decree states that the

revenues of the sector will be attributed in order of priority among :

(i) CIE remuneration

(ii) Gas suppliers

(iii)IPP suppliers

(iv) Provision for new investments

(v) Other operating expenses of the sector.

10

The initial PSC defined a maximum share of 40% of cost gas in the gas extracted where sea depth is inferior to

200m, and of 50% for sea depth over 200m. The third amendment to the PSC set a new maximum share at 60%

regardless of sea depth. The share of total gas with gas production level between 110 and 140MCF/day was set at

30% to 50% depending on sea depth in the initial PSC. The third amendment set 50% profit gas share for volumes

below 154mmscf/day.

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B. Results Monitoring and Evaluation

65. Overall monitoring of project outcomes and results indicators will be done by CI-

ENERGIES, together with Foxtrot International. Data for monitoring project outcomes and

results indicators will be generated by Foxtrot International in regular progress reports. IDA will

monitor results through the submission of relevant reports by Foxtrot, as required under IDA’s

Project Agreement and submission of relevant reports by GoCI/CI-ENERGIES required under

IDA’s Indemnity Agreement with GoCI, as well as through regular field visits. Annex 1

presents the project’s Results Framework that defines specific results to be monitored.

C. Sustainability

66. The project will assist GoCI to obtain guaranteed deliveries of a substantial volume of

gas to the power sector, until 2024. The power sector in Côte d’Ivoire currently enjoys relatively

low electricity tariffs compared to its neighboring countries, thereby favoring economic growth,

but these cannot be sustained without access to even larger volumes of lower-cost gas from new

sources. The financial health of the power sector is dependent upon minimizing the use of liquid

fuel. Locally extracted gas is the cleanest and cheapest source of fuel for the power sector in

Côte d’Ivoire and maximizing its production is the best way to ensure electricity prices are not

forced up unduly. However, the demand for gas is expected to outstrip available supply in the

next few years. Côte d’Ivoire has ongoing exploration activities with major oil companies,

which may yield new reserves, but is also envisaging gas imports, through an LNG regasification

plant.

67. Long term sustainability of the investments is ensured by Foxtrot International, which has

been successfully operating the CI-27 gas field over the past 20 years following oil and gas

industry best practices. By backstopping the power sector payments, the PRG will help ensuring

that funds are available to properly operate and maintain the assets over time.

V. KEY RISKS AND MITIGATION MEASURES

A. Risk Ratings Summary Table

Risk Rating

Stakeholder Risk M

Implementing Agency Risk

- Capacity L

- Governance L

Project Risk

- Design M

- Social and Environmental S

- Program and Donor L

- Delivery Monitoring and Sustainability S

Overall Implementation Risk S

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B. Overall Risk Rating Explanation

68. The overall risk rating is Substantial. This reflects the good track record of the JV

partners, the status of the main project agreements (including the Gas Supply and Purchase

Agreement), which are agreed and signed by the parties, the construction already underway,

with therefore limited risks for cost increases and delays, and the brownfield nature of this

project. However, the operating environment risks are high - due to the country’s political

fragility and the electricity sector’s recent poor operational and financial performance (in

particular the weak revenue generation mechanisms of sector institutions and infrastructure). A

more detailed description of risks can be found in Annex 5.

VI. APPRAISAL SUMMARY

A. Economic and Financial Analyses

69. The Block CI-27 unincorporated JV had a solid financial performance in the past two

years, with Net Income after Depreciation, Amortization, Interest and Tax rising from FCFA 47

billion (US$93 million equivalent) in 2010 to 54 billion (US$107 million equivalent) in 2011

mainly due to decreases of non-recurring charges. This result reflects the good operational

performance as well as the high profit margin under the previous Gas Supply and Purchase

Agreement.

70. The new gas price of US$5.5/mmbtu took effect at the beginning of 2012. Despite this

price reduction, the JV generates significant amount of cash which can be used to re-invest in the

project expansion. The reinvestment will be recovered with gas sales proceeds from existing and

future ring-fenced gas production (e.g. cost oil and profit oil) in the Production Sharing Contract.

Under the agreement, the annual cost recovery is capped at 60 percent of gas revenue and 40

percent of oil and condensate revenues. Both the cost gas and profit gas share of the JV

increased after the negotiation of the new gas sales price11

. The remaining revenue after cost

recovery could be harvested through the profit gas and profit oil mechanism, which is set at 50

percent of the remaining production after cost recovery.

71. The financial model developed by the JV to assess the project’s financial performance

indicates that the field expansion project will generate healthy returns. The result showed a

cumulative cash flow to the JV of about US$1.3 billion over the period of the GSPA. The Net

Present Value (NPV) of the cash flow is about US$530 million. The project financial IRR is

about 42 percent12

, based upon a US$ 69/Bbl13

oil price.

72. The expansion remains largely a gas field development project with limited upside

prospects of substantial liquid production and therefore its rate of return is less sensitive to oil

11

The initial PSC defined a maximum share of 40% of cost gas in the gas extracted where sea depth is inferior to

200m, and of 50% for sea depth over 200m. The third amendment to the PSC set a new maximum share at 60%

regardless of sea depth. 12

The Internal Rate of Return is computed on the incremental cash flow generated from the new investment. 13

$69/bbl is the oil price assumption used in the project valuation by the lenders (club financing led by HSBC). It

reflects cost associated with oil storage and transportation as well as a conservative oil price forecast. More oil price

scenarios are included in Annex 4.

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price fluctuations. If the current oil price (Brent crude at about US$100/Bbl) is sustained in the

next decade, the project will generate a return of about 45 percent.

73. The Foxtrot expansion project is also expected to create a strong cash flow and positive

NPVs for the State. PETROCI, the state-owned oil company (with a 40 percent stake in the JV),

is expecting US$480 million positive cumulative cash flow from the project, about US$200

million in NPV terms. GoCI will have a profit share in excess of US$1.2 billion under the fiscal

agreement, with a NPV of about US$480 million. Significant net revenue amounting to US$1.7

billion will flow to PETROCI and GoCI combined over the course of the 12-year contract

period. The governmental share of the total cash flow would have been about US$200-300

million higher in total, if the old PSC terms had continued, on the basis of the project being

expanded.

74. A separate economic analysis has been carried out to assess the project benefits from the

perspectives of Côte d’Ivoire. In this case, project costs remain the same, but the benefit takes

into consideration the opportunity cost of not proceeding with the expansion of the Block CI-27

gas production facilities. Project benefits consist therefore of the cost of substituting Foxtrot gas

with liquid fuel, the only available alternative at this time. From the country point of view, the

project is extremely viable with a cumulative undiscounted cash benefit of about US$4.1

billion14

and an NPV around US$ 1.8 billion. The project will also bring savings in terms of

CO2 emissions, which have been quantified at about US$0.5 million15

per year.

75. Further details on the project’s economic and financial assessment are included in Annex

4.

B. Technical

76. The project’s technical design has been reviewed as part of the preparation process and

been found to be appropriate and to follow international oil and gas industry best practices.

77. An independent technical consultant (Shaw Consultants International, Inc.), was engaged

by the lead bank (HSBC) of SCDM to perform technical due diligence of the project. Most of

the technical conclusions hereafter are based on this technical consultant’s report.

78. Foxtrot is a small organization. Therefore, in order to maintain a full project

management team for the duration of the project, an Owner’s Management Team has been

assembled to provide oversight of the engineering contractors during the Front End Engineering

Design Activities (FEED). The FEED were completed in early 2013 and bids for Engineering,

Procurement and Construction (EPC) contracts have been received and evaluated for the major

components of the project.

79. The project management team during the EPC phase will be complemented by personnel

from external engineers (Mustang Engineering and JP Kenny) to ensure that the requirements of

the design, quality standards and effective health, safety and environmental standards are

implemented. For engineering services and project management, reimbursable contracts have

been used while a lump-sum type contract has been used for EPC agreements like fabrication,

transport and installation of the platform.

14

Depending on liquid fuel cost assumptions. The current estimation based on a $15c/kWh replacement cost of

liquid fuel. 15

The calculation is based on the assumption of a carbon price of $1/ton in the next three years.

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C. Financial Management

80. There are no traditional financial management issues as there will be no World Bank-

financed procurement or procurement-related disbursements under the project. Foxtrot

International will be responsible for the financial management of the gas expansion project.

Foxtrot possesses adequate financial management systems, including accounting, reporting,

auditing, and internal controls, and relevantly qualified staff. The annual financial statements are

prepared using internationally accepted accounting principles. In addition, Foxtrot’s financial

statements are audited in accordance with international standards on auditing.

81. The cash flows of the power sector are channeled by CI-ENERGIES, according to the

rules defined in Decree no. 2010-200, which sets the priority order for cash distribution. The

revenues from gas sales are attributed to the government (as per the PSC) and to each of the joint

venture members, through Foxtrot International, as operator of the Joint Venture.

82. Each JV member (excluding GoCI, which does not participate in the investment

financing) is free to finance its share of the joint venture investments through its own equity or

from its portion of the CI-27 revenues, through cash calls which Foxtrot International will make.

Foxtrot will contract and pay the various contractors responsible for the investments on behalf of

the JV members. Foxtrot has a dedicated project unit in charge of designing and contracting the

various investment components, through its own competitive bidding process, which is in line

with market practice in the oil and gas private sector.

83. While the PRG provided by IDA does not finance investments of the Joint Venture, the

proceeds of the L/C which IDA will guarantee will be directed to Foxtrot which will be in charge

of distributing these proceeds to the JV members (Foxtrot, SECI, ENERCI) pro rata to their

share in the joint venture. To this effect, Foxtrot, as operator, will sign a back-up agreement with

the JV members to share these proceeds. Foxtrot will also be responsible, on behalf of ENERCI,

Foxtrot and SECI, to pay for the costs associated with the L/C PRG structure, including the L/C

bank cost, and the IDA PRG costs.

D. Procurement

84. The World Bank’s operational policies for guarantees (OP/BP 14.25) require that

procurement of goods and services for a supported project must be carried out with due regard to

economy and efficiency.

85. IDA reviewed the process for the concession of CI-27 to Foxtrot International. In 1990,

through a bidding process, the Government invited proposals from twenty-four potential private

investors to produce gas from the Foxtrot offshore field. In December 1992 the Government

signed a Concession Agreement with a consortium of predominantly private project sponsors,

CENCI, which would produce gas and electricity as one combined project. After a series of

ownership changes (see Annex 2 for details), in 1999, exclusive rights to exploit Block CI-27

were granted to Apache Côte d’Ivoire, which, a year later, became Foxtrot International. The

GSPA was then extended in accordance with common industry practice.

86. As indicated by the independent technical consultant, the project is robust and is being

executed by experienced, world-class contractors operating under lump sum contracts when

practicable. This formula reduces the risk of cost and schedule overruns for the defined scope of

work. Also, the contracting strategy of having six work packages of homogeneous works and

activities ensures a competitive process driving costs down.

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87. IDA´s appraisal concluded that the overall procurement process carried out by Foxtrot in

implementing the project is following a classic oil industry pattern and meeting general

principles of good practice, industry-wide standards of economy, efficiency and transparency for

this type and size of project.

88. In addition, project agreements will, inter alia, make warranties, representations and

covenanted undertakings, including in respect of World Bank anti-corruption policies and

procedures, including those relating to sanctionable practices.

E. Environmental and Social Performance Standards

89. Since the CI-27 Block gas field development is a private sector project, jointly supported

by IDA and MIGA, the proposed operation will follow the World Bank Performance Standards

applicable to private sector projects. In June 2012 the Board approved the adoption of the IFC

Performance Standards as the World Bank Performance Standards for private sector projects

supported by IBRD/IDA. Thus, the project has been categorized as a Category A project in

accordance with the draft World Bank procedures applicable to Performance Standards #1. The

Table below provides further details on what Performance Standards apply.

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Table 2: Performance Standards triggered by the Project

Performance Standards Yes No TBD

PS 1: Assessment and Management of Environmental

and Social Risks and Impacts

X

The project has been categorized as a Category A project in accordance with the draft World

Bank procedure applicable to Performance Standards #1.

The proposed works to install the Marlin Platform, pipelines and development of drilling

operations, the future oil and gas production as well as existing operations on the Foxtrot

Platform present potential significant adverse environmental and social impacts which may

affect an area broader than the sites and/or facilities given its location near ecologically sensitive

areas. The key environmental and social issues include: air quality and emissions, noise,

management of drilling wastes and cuttings, oil spills, occupational health and safety,

aquatic/benthic life disturbance (marine mammals and turtles), well blowout, community health

and safety, accidental ruptures of pipelines, fishing activities, hazardous materials and waste

management. These potential risks and impacts can be managed through mitigation measures

and/or well-known procedures and technologies.

PS 2: Labor and Working Conditions X

Foxtrot follows labor and working conditions policies compatible with international practice.

PS 3: Resource Efficiency and Pollution Prevention X

The Environmental and Social Review Summary (ESRS), prepared by MIGA, provides

information that the project follows good international industry practice as found in MARPOL,

API standards, Guidelines of the International Association of Oil and Gas Producers, etc.

Moreover the updated ESIA refers and is consistent with the WBG EHSGs for Offshore Oil &

Gas.

PS 4: Community Health, Safety, and Security X

The company has emergency response procedures in place compatible with international

practice, in particular with regards to oil spills response

PS 5: Land Acquisition and Involuntary Resettlement X

In its report, MIGA concluded that there were no major social safeguards risks for the operation.

Following approval of the MIGA operation by the Board on November 29, 2012, a situation

related to land acquisition surfaced and was addressed diligently by the project sponsor in

accordance with World Bank applicable policies; hence the triggering of PS 5 for this operation.

PS 6: Biodiversity Conservation and Sustainable

Management of Living Natural Resources

X

See Performance Standard 1 above

PS 7: Indigenous Peoples X

Indigenous People PS is not applicable as no indigenous peoples, as defined by the policy, have

been identified in the vicinity of the project area

PS 8: Cultural Heritage X

Cultural Heritage PS is not applicable as no impacts to cultural resources have been identified

resulting from on-shore or offshore activities.

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90. The assessment of the client’s capacity was carried out by MIGA in the course of the

preparation of its guarantee operation and validated by the IDA team. The review of the

documents submitted by Foxtrot International, shows that the firm follows appropriate industry

practice and maintains a health, safety and environment unit tasked with the management of the

project’s environmental, health and safety procedures. In particular, the company has adopted

emergency plans that would allow the timely and efficient management of contingencies such as,

in particular, oil spills. The company is also implementing a corporate social responsibility

policy and finances community development programs for nearby coastal villages.

91. The Environmental and Social Review Summary prepared by MIGA was disclosed on

August 30, 2012, along with the ESIAs (see Annex 3 for details)16

. The GoCI carried out in

2010, as part of the implementation of an IDA financed Governance and Institutional

Development Project, a Strategic Environmental Assessment of the Oil and Gas sector in Ivory

Coast17

. This report is quite comprehensive and addresses the actual and potential challenges of

oil and gas development along the coast of Côte d’Ivoire. The study represents a good basis for

dialogue and monitoring of progress in the way impacts of the oil and gas developments on-

shore as well as off-shore are mitigated.

92. The project activities have been subjected to Environmental and Social Impact

assessments in compliance with the GoCI regulations (in particular the Decree no. 96-984 dated

November 8 1996), which were disclosed in August 2012, along with the ESRS. The

Government has issued the required permits. Foxtrot has finalized an updated ESIA

consolidating and updating the previous separate ESIA for Foxtrot (2007) and Marlin Platform

(2010). This consolidated ESIA was shared with the World Bank and was found consistent with

the project parameters. The revised ESIA was re-disclosed in the InfoShop on April 19, 2013.

Consultations took place with the local population at the time of the initial ESIAs as well as

during the preparation of the consolidated ESIA in early 2013.

16

The ESRS was revised and re-disclosed on October 25, 2012 and April 19, 2013 to include updated information

on environmental and social impacts. 17

«Développement du secteur des hydrocarbures onshore & offshore en Côte d’Ivoire», September 22, 2010.

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Annex 1: Results Framework and Monitoring

Côte d’Ivoire - Block CI-27 Gas Field Expansion Project

Project Development Objectives (PDO): Maintain the availability of clean natural gas for lower cost power generation.

PDO Level

Results

Indicators C

ore

Unit of

Measure Baseline

Cumulative Target Values

Frequency Data Source/

Methodology

Responsibility

for Data

Collection

Description

(indicator definition

etc.) YR

1

YR

2

YR

3

YR

4

YR

5

YR

6

YR

7

YR

8

PDO INDICATORS

Quantity of gas

supplied to

power plants

mmscfd 140 140 140 140 140 140 140 140 140 Yearly JV Partners JV Partners

and GOCI

The project will keep

gas delivery from the

Block CI-27 constant

averting a decrease

over years in

availability of gas for

the power sector.

Greenhouse gas

emissions

avoided

Tons of

CO2 0 419 458 458 458 458 458 458 458 Yearly

Estimates

based on gas

availability

JV Partners

and GOCI

Tons of CO2 saved

due to the project –

see Annex 8 for

details

Power sector

savings

US$

million 0 123 215 288 217 343 414 401 384 Yearly JV Partners

JV Partners

and GOCI

Savings associated

with burning gas

from the project

instead of liquid fuel

– see Annex 8 for

details

Indirect Project

Beneficiaries18

Number

(million) 7.2 7.6 7.9 8.3 8.8 9.2 9.7 10.1 10.7

By promoting the CI-

27 gas field

expansion project, the

PRG will provide

indirect benefits to all

CIE custumers. The

number of indirect

beneficiaries is

therefore calculated

based on CIE’s

number of customers

(with average

household size of 6

persons) assuming a 5

percent increase per

18

Direct Project Beneficiaries has been substituted with indirect project beneficiaries based on the PRG nature of the proposed operation.

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year.

Female

Beneficiaries % 49 49 49 49 49 49 49 49 49

Based on share of

female population as

per the World Bank

Development

Indicator (est. 2012)

INTERMEDIATE RESULTS

Gas production

capacity

achieved by the

project

mmscfd 154 154 154 154 154 154 154 154 154 Monthly JV Partners JV Partners

and GOCI

The project will keep

gas delivery from the

Block CI-27 constant

averting a decrease

over years in

availability of gas for

the power sector.

Commissioning

of the project

completed

Yes/No No No No Yes Yes Yes Yes Yes Yes Yearly JV Partners JV Partners

and GOCI

Commissioning

of project

according to

budget

Yes/No No No No Yes Yes Yes Yes Yes Yes Yearly JV Partners JV Partners

and GOCI

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Annex 2: Detailed Project Description

Côte d’Ivoire - Block CI-27 Gas Field Expansion Project

1. Block CI-27 is located offshore Côte d’Ivoire approximately 70km southwest of Abidjan.

The project comprises two components: (i) upgrading the existing Foxtrot platform and, (ii) adding

a new platform, to develop the Marlin field.

2. The Foxtrot field has been producing natural gas since 1999 through four wells. Foxtrot is

the only field in Block CI-27 currently in operation. Gas is produced from a four-leg fixed

platform with 11 slots and six producing wells. Gas is transported via pipeline to the Vridi

terminal in Abidjan, where it is sold to the Azito and CIPREL power stations. Condensate is taken

to the SIR refinery via a separate liquids pipeline. The supply lines and facilities that service the

existing Foxtrot platform will be reconfigured to ensure reliability and uninterrupted gas supply

after the field expansion.

3. The Marlin field will be developed as a new separate four-leg fixed platform with eight

slots and five wells. The Marlin platform order was placed in October 2012 after a 2 year delay,

resulting from the unstable political situation in Côte d’Ivoire, and arrears of payments of the

power sector. The investment will enable Block CI-27 to reach a production capacity of 154

mmscfd and allow liquid handling of 12,000 BOPD, with a contractual commitment to produce

and sell gas to GoCI until 2024.

4. The total cost to complete the project plan as approved by the GoCI amounts to

approximately US$1 billion. This includes the construction and installation of a new platform

(Marlin), the drilling of twelve wells, and the reconfiguration of supply lines and facilities that

service the existing platform (Foxtrot).

5. The current Foxtrot platform is dedicated to the production of gas and condensates coming

from the Foxtrot field and is located 17 km offshore in a water depth of 95 m. Gas transportation

and onshore facilities are composed of a 12” gas pipeline 110 km long, a 14” gas pipeline 70 km

long and a 4” condensate pipeline 96 km long. These pipes deliver gas onshore to Vridi and Azito

power plants.

6. The new facilities under construction include the Marlin field production platform (jacket

and deck) which will be installed in slightly deeper water, one 14” gas pipeline 17 km long to the

shore, one 6” oil pipe 17 km long to shore, one 14” gas pipe 8 km long and one 4” oil pipe 8 km

long to Foxtrot Platform.

7. The new Marlin platform under construction will have a processing capacity of 12 000

BOPD and of 156 mmscfd of gas. The Marlin platform construction and installation cost is

estimated at $315 million. This platform will support the development of two new fields, Marlin

and Manta. When all the equipment and facilities are integrated and operational, the Marlin

platform will add a welcome redundancy to the Foxtrot platform, allowing a greater Block CI-27

security of supply.

8. The reserves evaluation provided by SPROULE, a reputable consulting firm specialized in

oil and gas, for Block CI-27, based on technical data on Foxtrot, Mahi, Manta, Marlin fields gives

a reasonable comfort on the total level of reserves (1P reserves (proven reserves both proved

developed reserves + proved undeveloped reserves) and 2P reserves (1P reserves) + probable

reserves) for oil, condensate and gas and on contingent resources to match Foxtrot’s contractual

obligations under the Production Sharing Contract and GSPA.

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9. The project includes the drilling of 12 oil and gas wells on the four fields involved in the

project: Foxtrot, Mahi, Marlin and Manta. The cost of this drilling program is evaluated at US$490

million and covers 1 exploration and 1 appraisal well on Foxtrot field, 2 gas wells on Mahi field, 2

gas wells on Manta field, 3 oil/gas production wells on Foxtrot field and 2 oil/gas production wells

plus 1 re-entry well on Marlin field. These investments appear to be appropriate to ensure the

contractually guaranteed volume of gas Foxtrot is obligated to deliver over the next 12 years.

Ownership structure & Contractual agreements

10. Foxtrot International is the operator of CI-27 and takes the main responsibility to run the

day-to-day operations and to implement the significant investments determine by the JV members.

Foxtrot International has a strong track record of operating in Côte d’Ivoire and is well equipped

from technical, contractual and financial standpoints to develop this large scale project. SECI

(ultimately Bouygues owned) and Mondoil are Foxtrot International’s main shareholders

11. In addition, it benefits from a strong shareholder support from SCDM and GdF Suez

(respectively shareholders of SECI and Enerci JV members), both of them having a extensive

experience in developing gas fields. SCDM has carefully led the procurement process with its

technical team based in Houston, Texas. GoCI is also associated with the JV’s investment

decisions through the presence in the JV of PETROCI.

12. Foxtrot is the operator of the joint venture and engages in the exploration for, and the

production of gas, oil, and their by-products. It supplies natural gas for the industrial sector and for

electricity production. Foxtrot International LDC was formerly known as Apache Petroleum Ivory

Coast and company is based in Abidjan, Côte d’Ivoire.

13. ENERCI is a Côte d’Ivoire registered Company with 1.25 FCFA billion of capital.

ENERCI, which holds 12 percent of the joint venture, is fully owned by GdF Suez, the French

utility.

14. PETROCI was created as a public company pursuant to law number 97-519 of 4 September

1997 relating to the definition and organization of Ivorian State corporations. It is 100 percent

owned by the Government and fulfills the role of the National Oil Company of the Côte d‘Ivoire.

According to the Decree No. 98-262 of 3 June 1998. PETROCI’s purpose is to act on behalf of the

Government in its contractual relations with the private sector in different activities related to oil

and gas in Côte d’Ivoire. The company is registered in the Cayman Islands and is domiciled in

Abidjan, Côte d’Ivoire.

15. Mondoil LLC (“Mondoil”) is a company owned and managed by Mr. Bijan Mossavar-

Rahmani, previously Chairman of Apache Côte d’Ivoire.

16. SCDM is an oil and gas company owned by SCDM SAS, France. SCDM SAS is a holding

company belonging to Martin and Olivier Bouygues which owns 21 percent of Bouygues SA, a

major listed company on the Paris Stock Exchange, and Bouygues-Construction, Bouygues

Telecom, TFI and Colas. SCDM owns 100 percent of SECI SA. SCDM is registered in France and

SECI SA is registered in Côte d’Ivoire.

17. The diagram below illustrates the shareholding structure of the CI-27 Joint Venture.

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Figure 1: Shareholding structure of the CI-27 Joint Venture

18. Gas Supply and Purchase Agreement. The Block CI-27 JV partners signed a Gas Supply

and Purchase Agreement (GSPA) under Take or Pay conditions (ToP) with the GoCI and the State

owned off taker: Société de Gestion du Patrimoine du Secteur de l'Electricité (SOGEPE)19 in 1997.

The ToP conditions entered into force in June 1999 and include USD payments into an offshore

bank account. The GSPA was amended in 2012 with the extension of the supply obligation to

2024. The new agreement includes a gas supply quantity between 140 mmscfd and 156 mmscfd at

a fixed price of US$5.5/mmbtu.

19. Share of Revenues. The project revenues sharing formula among the JV partners and GoCI

is governed by a Production Sharing Contract (PSC) signed in 1994 and modified in 2012. Under

this PSC, up to 40 percent of oil revenue can be used to recover initial capital cost and the

remaining 60 percent will be split equally between the JV and the GoCI. Up to 60 percent of the

gas revenue can be used for cost recovery, with the remaining 40 percent distributed pro rata

between the JV partners and GoCI. The PSC has been extended until 2024.

Financing

20. The table below summarizes the use and the sources of funds of the JV partners, all of

whom have to make a contribution pro rata their share in the JV.

19 Now liquidated and replaced by CI-ENERGIES

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27

Table 1: Project’s use of funds and the sources of funds of the JV partners

21. SECI expects to finance its stake in the JV with US$328 million of revenues from

operations, counted as equity, and US$200 million of debt financing. Debt is provided by four

commercial banks, led by HSBC, which SCDM20 has appointed as Lead Arranger. The debt

tenure is expected to be 6 years. ENERCI (Suez group) and PETROCI will finance the additional

investment needs through a combination of cash-flows from existing operations and additional

equity.

22. The table below summarizes the principal risks that the project will be subject to, the

entities best placed to deal as well as the WBG guarantees that are most appropriate for each type

of risk.

Table 2: Risk allocation matrix

Phase Risk Private

Sector GoCI PRG

MIGA

Insurance

Pre-construction Project design X

Debt and Equity Funding X X

Construction

Cost Overrun X

Delays in Construction X

Access to public infrastructure X X

Operation

Operation & Maintenance X

Performance Indicators X

Gas payments X X

During GSPA

Currency devaluation X

Convertibility and Transfer X X

Political Force Majeure X X

Change in Law X X

Expropriation X X

Natural Force Majeure X X X

20

SCDM Energie SAS, France, or SCDM SAS (SCDM), which is the recipient of the MIGA coverage, owns 24

percent of the Block CI-27 JV through the company SECI.

Project Cost US$mJoint Venture Sources of

Funds US$m

Total Drilling Cost 444 Total Equity 65

Exploration Well 24 Petroci 36

Mahi Wells 95 Enerci 18

Foxtrot Wells 95 Mondoil 12

Marlin Wells 130 Cash-flow generation 715

Manta Wells 100 SECI 205

Marlin Platform 395 Petroci 338

Enerci 97

Mondoil 77

Contingencies 15 Senior debt 180

SECI 180

Total Investment costs 960 Total sources 960

Engineering Studies,

Geosciences and Other Costs 106

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Procurement status

WP 1 Main platform

23. A call for bids has been sent to qualified contractors with experience in fabricating this

type of platform in West Africa and bids were received from contractors in September 2012, the

Foxtrot project engaged in negotiations and detailed evaluation of alternative installation

mechanisms to obtain the most favorable cost and technical solution. The WP 1 contract was

awarded to Rosetti Marino (Italy) in early 2013.

WP 2 Deck transport and installation

24. Negotiations for transport and installation of the deck (and jacket see hereafter) have

been concluded with Heerema Marine Contractors. This company proposed two heavy lift barges

the “Thialf” and the “ Hermod”, able to install the jacket and deck and install the conductors.

The contract was awarded in early January 2013.

WP 4 Offshore pipelines and jacket transport and installation

25. Three well qualified contractors with international experience were invited to bid.

Although installation of the jacket was considered under this contract, the work has been

awarded to Heerema Marine Contractors. The offshore pipeline installation was awarded in

early January to Micoperi with the “ Seminole” barge.

WP 5: Beach Crossing

26. The contract was awarded in September 2012 to a joint venture of Geocean and

Horizontal Drilling International (HDI). The line pipe was delivered in December 2012, the

construction is ongoing, and is scheduled to end in June 2013.

WP 5 and 6 Onshore Works and Brownfield works on Foxtrot platform

27. The detailed design related to the onshore facilities and the Foxtrot platform has been

completed by Mustang Engineering. The final tie-ins have finally been deleted from the

contractor’s scope of work and will be performed by the Foxtrot International technical team.

Since these operations will likely be determined by operational requirements and subject to

change, the fact that Foxtrot will operate these activities avoids claims that a contractor would

request for delays and changes, provided that the necessary construction skills and equipment are

available. The operations recently implemented by Foxtrot technical teams on site show that

they have the required competencies and abilities.

28. The remainder of the operations included in the scope has been proposed to a list of

bidders including Boccard, Technip and Rosetti but the bids have been declared unsatisfactory.

Foxtrot is currently amending the scope of the works and preparing a new call for tenders. The

works are not on the critical path and should be implemented by mid-2014.

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Table 3: Marlin Project Work Time Schedule

Project Financing 8/2

Mustang FEED

Work Packages Tendering with dates of proposals

WP1 - EPC Deck

WP2 - T&I Deck

WP4 - EPCI Jacket & Pipes

WP5 - Pipelines onshore approach at Addah

WP6 & 7 - Foxtrot A Brownfield & Onshore Works 1/5

Drilling 15/4

Proposals In, Negociations And Effective Date

WP1 - EPC Deck

WP2 - T&I Deck

WP4 - Pipelines

WP5 - Pipelines onshore approach at Addah

WP6 & 7 - Foxtrot A brownfield & Onshore Works 01/09/13

Drilling 01/08/13

WP1 - Jacket Contruction (ready for sail away)

WP1 - Deck Contruction (ready for sail away)

WP6 & 7 - Foxtrot A brownfield & Onshore Works

WP5 - Pipelines onshore approach at Addah

WP2 - Jacket Transport

WP2 - Jacket Installation (including 1 month Window)

WP4 - Pipeline Installation

WP2 - Deck Transport

WP2 - Deck Intsallation (including 1 month Window)

WP1 - Hook-Up & Commisioning

Start-up

Drilling

First Oil or Gas

01/06/15

01/07/15

30/06/15

15/06/1530/03/15

2015

Q13 Q14Q6 Q15Q7 Q8 Q9 Q10 Q11 Q16

2012 2013 2014

2/1

1/1

Q12Q1 Q2 Q3 Q4 Q5

31/05/12

15/4

22/6

7/9

7/9

29/03/15

27/08/14

12/01/15 14/02/15

15/02/15

28/08/14

30/06/14

7/9

15/11/14 15/02/15

7/9

30/04/13

30/09/14

01/10/14 15/11/14

11/01/15

1/1

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Table 4: Project Gross Reserves Estimates (by SPROULE)

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Procurement history and changes in Foxtrot ownership

The chronology below summarizes key milestones in the life of the Foxtrot field:

1981: Philips Petroleum discovered Foxtrot field which remained undeveloped due to the

lack of gas market.

1989: Philips relinquished the license when it withdrew from the country. Following this

event, PETROCI drilled a single appraisal well which successfully tested gas and

condensate.

1990: Through a bidding procedure, the Government invited proposals from twenty-four

potential private investors to produce gas from the Foxtrot offshore field.

1992: Government signed a Concession Agreement with the consortium of

predominantly private project sponsors, CENCI, who would produce gas and electricity

as one combined project.

1994: Government and CENCI signed “Protocole d’accord numero 2” by which

Government expressed intention to sign with CENCI a “contrat de partage de

performance” which was signed December 14, 1992. With the consent of GOCI, CENCI

allocated to Apache, SAUR Energie, EDF and PETROCI rights related to Foxtrot field.

December 1994: GOCI signed with Apache Côte d’Ivoire Petroleum LDC, SAUR

Energie, EDF International and PETROCI an agreement called “Contrat de partage de

performance”.

December 1994 : A Joint Operating Agreement (JOA) was signed.

September 1997: Grant of an operating license for 25 Years by GOCI.

June 1999 : The Contrat de vente et d’achat de gaz naturel du BlocCI-27 enters into

force

August 1999: Presidential Decree confirms the right to operate until August 3, 2024. It

also spells out:

(a) grant of licenses for exploration and exploitation

(b) sharing of production between JV partners and the State of Côte d’Ivoire

(c) fiscal terms

September 1999: Apache sold its wholly owned subsidiary, Apache Côte d'Ivoire

Petroleum LDC, for a total sales price of $46.1 million to a consortium consisting of

Mondoil Côte d'Ivoire LLC and SAUR Energie Côte d'Ivoire. The sale consisted of 13.7

mmboe of proved reserves and a gain was recorded to other revenues in the

accompanying statement of consolidated operations.

September 1999: A Shareholder agreement of Foxtrot International mentioned the control

by SECI with 2/3 of Board of Directors.

April 2000: A Special Resolution mentioned that the name of the company is changed

from “Apache Côte d’Ivoire Petroleum LDC” to “Foxtrot International LDC”.

September 2005: SCDM acquired the all shares of SAUR Energie.

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October 2005: The General Meeting of SAUR Energie Côte d’Ivoire “SECI” resolved to

change the name of the company to “SECI”.

October 2005: SCDM acting as the sole shareholder of SAUR Energie decided to change

the name of said company to “SCDM Energie”.

March 2007: Signature of a sale and gas purchase agreement between Block CI-27

Partners, the Electricity Sector (SOGEPE) and the GoCI.

April 2007: Signature of Amendment No. 3 to the GSPA, covering inter alia;

(d) contractual quantities (70 mmscfd)

(e) extension of the contract until 15/04/2015

March 7, 2012: New Agreement signed (protocol), stating:

(f) contractual quantities (minimum: 140 mmscfd / maximum: 156 mmscfd)

(g) extension of the GSPA until 04/08/2024

(h) new fiscal terms

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Annex 3: Implementation Arrangements

Côte d’Ivoire - Block CI-27 Gas Field Expansion Project

Project Institutional and Implementation Arrangements

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Environmental and Social (including safeguards)

1. The following is an extract from the MIGA due diligence carried out in the context of the

project. Further information are available in the Environmental and Social Review Summary

prepared and disclosed by MIGA (link: http://www.miga.org/projects/index.cfm?esrsid=63) and

initially disclosed on August 30, 2012, with updates in October 2012 and April 2013. This

project is Category “A” under MIGA’s Policy on Social and Environmental Sustainability as

well as under the World Bank draft procedures applicable to Performance Standards. The

proposed works to install the Marlin Platform, pipelines and development of drilling operations,

the production and post-exploitation operations as well as existing operations of the Foxtrot

Platform and on shore pipelines and terminals present potential significant adverse

environmental and social impacts which may affect an area broader than the sites and/or facilities

given its location near ecologically sensitive areas. The key environmental and social issues

include: air quality and emissions, noise, management of drilling wastes and cuttings,

occupational health and safety, aquatic/benthic life disturbance (marine mammals and turtles),

well blowout, oil spill, accidental ruptures of pipelines, community health and safety, fishing

activities, hazardous materials and waste management. These potential risks and impacts can be

managed through mitigation measures and/or well-known procedures and engineering

technology.

2. An environmental and social impact assessment (“ESIA”) was prepared for the Marlin

Platform in 2010 that identified and assessed the impacts related to the construction and

operations phases of the Marlin Platform against IFC’s Performance Standards and national

regulations. Most of the impacts identified and assessed in the ESIA were assigned a low or

medium impact category. The environmental assessments prepared for the Foxtrot expansion

operations (2007) and Marlin operations (2010) were approved by the Agence Nationale de

l’Environnement (ANDE) of the Republic of Côte d’Ivoire (RCI), disclosed by MIGA along

with the ESRS in August 2012, and permits have been issued for exploration activities. Risk

surveys for the existing Foxtrot Platform were conducted in 2002, 2003 and in 2010. The audit

gaps in between were due to the conflict situation in the country. An environmental audit for the

Foxtrot Platform and onshore facilities was prepared in September 2012 confirming that Foxtrot

is operating their existing investments, including platform, production wells and pipeline

network in compliance with environmental and social requirements, applicable laws, regulations

and conventions ratified by RCI. Foxtrot International LDC (“Foxtrot”) will prepare

decommissioning plans for the rehabilitation or demobilization of the sites which will address

issues related to potential oil spill, waste discharge, sea water quality, sensitive coastal elements,

and disturbance of marine biodiversity.

3. Foxtrot commissioned in early 2013 a consolidated and updated ESIA that present an

updated snapshot of the situation considering the implementation delays of the project. This

consolidated ESIA presents a modeling tool developed for Foxtrot in order to simulate behavior

of oil spills under different conditions. Preliminary results have been included in the

consolidated ESIA. This modeling was a requirement of MIGA explicitly included in the

environmental covenants in the guarantee agreement. Also, in the context of the preparation of

this updated ESIA, a case of a complaint submitted to Foxtrot early 2013 was described and

documented. The case was about a request for compensation by members of an extended family

that felt had been left out of a previous compensation paid by Foxtrot. The issue concerns a

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small plot (about 70m by 190 m) of unoccupied coastal land at the pipeline’s shore landing point,

about 2 km east of Addah.

4. Although Foxtrot had actually paid compensation to an earlier claimant through the Oil

and Gas Committee that had been set up to resolve issues between local populations and the

company, Foxtrot nevertheless has expressed willingness to compensate the new claimant,

provided it submits an acceptable proof of ownership. The case has been resolved and

documented in the newly updated Environmental and Social Impact Assessment, which was re-

disclosed at the InfoShop in April 2013, along with the updated ESRS.

5. The environmental and social assessment prepared by the company mentions claims from

fishermen about the need for better communication from the company in order to minimize the

impact of the platforms operations on their fishing activities. Impacts related to the construction

and operation of the project on these resources were assessed in the ESIA to be low.

6. Foxtrot operations comply with the standards of American Petroleum Institute (“API”) on

operational integrity, safety and environment which are similar to the guidelines on safety and

environment established by the International Association of Oil and Gas Producers and the

International Association for the Petroleum Industry Environmental Conservation Association.

Foxtrot operations also comply with the Convention on the International Regulations for

Preventing Collisions at Sea (“COLREG”), the International Convention for the Prevention of

Pollution from Ships (“MARPOL”), and the International Convention for the Safety of Life at

Sea (“SOLAS”).

7. Foxtrot has an Integrated Management Systems (IMS), which includes a Health, Safety

and Environment (HSE) management system which outlines the processes and procedures for

monitoring, auditing, reporting and assessment. Foxtrot is pursing certification for ISO 14001

Environmental Management Systems and ISO 9001 Quality Management Systems. An

environmental management plan (EMP) for both construction and operational phases of the

Marlin Platform are provided in the ESIA, with the proposed mitigation measures based on

industry studies and standards, the guidelines of the government and of non-governmental

organizations, Foxtrot policies and practices and the ESIA recommendations. HSE management

system procedures ensure that all contractors operate according to Foxtrot’s HSE policies and

procedures as well applicable national laws, good international industry practice and the

Performance Standards. Foxtrot and key construction and drilling contractors report on several

aspects of the company’s environmental, health and safety performance, as well as on its

corporate social responsibility activities. As per national guidelines, an environmental audit is

required every 3 years. An independent Engineer will also assess compliance, effectiveness of

mitigation systems and reports accordingly to the management team.

8. The risk of accidents causing oil spill was assessed as low or unlikely in the ESIA. The

project will strengthen existing plans to manage accident risks during drilling and production.

The drilling rig is equipped with a blow-out preventer system that complies with API and

International Drilling Contractor Association standards. The Foxtrot Platform production wells

are equipped with standard subsea safety control valves and well heads following API oil and

gas standards. Foxtrot is a member of the Oil Spill Response Association, which provides

expertise and regional resources for pollution management (24/7 and 365 days a year). In

addition, Foxtrot can request the assistance of the Centre Ivoirien Antipollution (“CIAPOL”) of

the Ministry of Environment, Water and Forests, the operators of the Ivorian Refining Company

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(SIR) and the Abidjan Terminal, who generally share management responsibilities, equipment

and technical support as part of a collaborative approach to managing pollution risks.

9. Additional spill prevention measures include daily equipment maintenance inspections

and an equipment maintenance schedule, as well as implementing procedures related to refueling

and pipeline management. Onshore and offshore pipelines and structures are verified for

mechanical, dimensional and corrosion damage/integrity. All pipelines are regularly inspected

internally with “intelligent pigs” to monitor integrity and identify potential internal/external

damage. Pressure in pipelines is subject to continuous monitoring to detect deviations from

normal parameters.

10. Impacts related to biodiversity were assessed in the ESIA and assigned a low impact

category. Whales migrate through waters near the project area in addition to the potential

presence of manatees, dolphins and sea turtles forage and settle near the coast, just outside the

CI-27 block. Mangrove forests, two classified protected forests and a national park, Assagny

National Park are located along the coast, less than 50 km from the project area. Another

national park, Ehotilés Islands is located 120 km north east of the project area. As part of the

environmental auditing exercise and to confirm adequacy of existing environmental management

practices, Foxtrot will retain a qualified marine biologist to assess population and distribution of

the national and international protected species in the project area of influence.

11. The impact of potential fuel spills from vessels operating in the project area is expected

to be localized because such released fuel would rise to the surface to disperse and evaporate in

ambient conditions. To mitigate and minimize marine ecological impacts of potential oil spills

during supply operations, offshore supply operations will be carried out exclusively in

acquisition and clearance zones at least 40 km from the nearest sensitive areas. Oil spill

emergency plans have been developed and will be implemented. The accidental rupture of

pipelines is expected to be mitigated by pipelines management and safety and spill response

measures. Additionally, tidal movement is expected to follow a south-south/west direction in the

project area, indicating a tendency for potential oil spills to move in the opposite direction of

land.

12. Cuttings and muds generated during drilling activities include water-based muds, brines,

cements and mixing water, and mineral oil-based muds. Foxtrot and its partners have selected the

highest performing fluids in terms of environmental protection, which are recycled and re-used.

Drill cuttings are pre-treated prior to being dispersed, consistent with World Bank Group

Environmental Health and Safety (“EHS”) Guidelines. Monitoring of the drilling phase for

Foxtrot operations are conducted by divers deployed into the areas to verify adequate dispersion

of cuttings.

13. Ground food waste and treated wastewater effluent generated by offshore activities will

be discharged into the ocean in accordance with the standards of the MARPOL convention and

EHS Guidelines. Solid waste generated by offshore activities including non-hazardous and

hazardous waste streams will be segregated offshore and transferred from the platform to supply

vessels for transport to licensed onshore treatment and disposal facilities. A waste management

plan will be prepared to document these procedures.

14. Ambient air quality is not expected to be adversely impacted, as potential impacts will be

limited to the immediate vicinity of the emissions sources and air emissions are expected to

comply with RCI regulations and the EHS Guidelines. The production of electricity and heat on

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the offshore facilities are estimated to emit 36,000 tons of carbon dioxide equivalent (tCO2e)

annually which is below the threshold in the Performance Standards for annual greenhouse gas

emissions quantification and monitoring.

15. Based on the Foxtrot Platform experience and assessment of the future Marlin Platform

activities, the combined operations are not expected to have significant adverse impacts to

offshore fishing activity or onshore settlements. A 500-meter safety zone will be established

around each offshore site to protect public health and safety. Foxtrot will have one or more

support vessels in the area to ensure security of the safety zone. Maritime communications

standards are in place for ships passing through the area and all vessels operating in the area are

required to comply with COLREG.

16. On-shore, the project location has been designated as an oil and gas exploration and

production zone resulting in familiarity by the local communities with the common safety rules

regarding this type of activity. Communications procedures between Foxtrot, contractors and

sub-contractors, regulators, local authorities and communities have been established for current

operations and will cover activities for the new installation, especially for issues related to

fishing in the region, health and safety (including the event of oil spills). Foxtrot maintains a

register of complaints and actions taken to address the complaints during construction/operation

phases.

17. A community development program has been established, which is overseen by a

community committee responsible for the development and monitoring of social micro-projects.

Through the work of this committee, Foxtrot has supported more than US$1million for

microprojects (provision of classroom blocks, teachers’ quarters, provision of pipe-borne water,

fishing equipment, health centers/maternities, etc.) in 40 communities in the coastal areas.

Corporate social responsibility/community development activity reports are issued yearly.

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Annex 4: Project Financial and Economic Analysis

Côte d’Ivoire - Block CI-27 Gas Field Expansion Project

Summary of JV Audited Financial Result

1. The Block CI-27 unincorporated JV had a solid financial performance in the past two

years. Its Net Income after Depreciation, Amortization, Interest and Tax rose from FCFA 47

billion (US$93 million equivalent) in 2010 to FCFA 54 billion (US$107 million equivalent) in

2011 mainly due to decreased non-recurring charges. This result reflects good operational

performance and was partially driven by the high oil-indexed gas sale price negotiated under the

previous Gas Supply and Purchase Agreement. Due to the West Texas Intermediate crude oil

price related formula, the JV achieved a realized gas sales price between US$8 and US$10 per

mmbtu between 2010 and 2011.

Summary of New Investment Plan

2. Under the amended Gas Supply and Purchase Agreement, the contractual quantities of

minimum government purchase increased from 110 mmscfd to140 mmscfd and the gas price

reduced from effectively US$8-10 /mmbtu to US$5.5/mmbtu21

. This new price reduces the short

term gas revenue to JV with revenue and profit upside in the medium to long term.

Table 1: Investment Program

21

The new price is indexed to a basket of cost items with a soft cap of 9%. According to the Fourth Amendment of

the Sale and Purchase Agreement of Natural Gas from Block CI-27, “The Parties agree to meet as soon as possible

when[sic] the price revised by application of the above indexing formula varies by more than 9% up or down in

relation to the initial sale price.”

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3. Meanwhile, the JV partners have embarked on an ambitious investment program. They

plan to drill additional exploration and production wells, lay down new pipelines and construct a

new Marlin production platform. The total capital investment amounts to US$960 million. The

investment started in 2012 and will reach its peak in 2013 and 2014. The platform will be

commissioned in early 2016.

4. The total Opex (operations, maintenance, general administration and insurances) of

Foxtrot platform is around US$27 million at the moment. As indicated in the technical due

diligence, the Opex is likely to increase to around US$35-40 million for the combined operation

of the Foxtrot and Marlin facilities considering the increasing headcount and maintenance cost

associated with expansion.

5. The JV will fund the investment with a combination of equity, debt and reinvestment of

the cash flow generated from ongoing operation. A draft funding plan is presented in the table

below.

Table 2: JV Funding Plan

Fiscal Framework

6. The distribution of the project returns between the government and the JV partners is

regulated by the Production Sharing Contract (PSC). The PSC terms for Block CI-27 were

signed in 1994 between the Republic of Côte d’Ivoire, Foxtrot, SECI, ENERCI and PETROCI.

The fiscal terms are in line with the standard 1990 model contract, pursuant to which production

lasts for an initial period of 25 years. On March 7, 2012, new terms for the cost gas recovery

ceiling and profit gas split were agreed between the government and the JV partners.

7. Under the PSC, the contractor receives revenue through sales of cost recovery production

and its share of profit oil/gas production. The cost recovery ceiling is limited to 40 percent of

annual oil production and to 60 percent of annual gas production.

Project Cost US$mJoint Venture Sources of

Funds US$m

Total Drilling Cost 444 Total Equity 65

Exploration Well 24 Petroci 36

Mahi Wells 95 Enerci 18

Foxtrot Wells 95 Mondoil 12

Marlin Wells 130 Cash-flow generation 715

Manta Wells 100 SECI 205

Marlin Platform 395 Petroci 338

Enerci 97

Mondoil 77

Contingencies 15 Senior debt 180

SECI 180

Total Investment costs 960 Total sources 960

Engineering Studies,

Geosciences and Other Costs 106

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8. Administrative expenditures, training fees, exploration expenditures and development

costs are all recoverable in the year in which they are incurred after the commencement of

commercial production. Operating costs are recoverable in the year in which they are incurred.

Any unrecovered costs can be carried forward for relief in subsequent years without limit.

9. The State is carried for all costs prior to first production. The JV members are then

reimbursed for its pro-rata share of these costs.

10. Overall the new fiscal framework agreed between the JV and the government entails an

increase of minimum government gas purchase from 110 mmscfd to140 mmscfd with a lower

gas price from effectively US$8-10 /mmbtu to US$5.5/mmbtu22

This new price reduces the

short term gas revenue to JV with revenue and profit upside in the medium to long term. In

exchange of the gas sale price reduction, the fiscal terms have been modified. The cap of cost

gas changed from 40-50 percent23

to 60 percent24

and the cap of profit gas changed from 30-50

percent25

to 50 percent26

.

Financial Forecast

11. The team has reviewed the financial model developed by the JV. The model has been set

up based on the investment plan and PSC fiscal framework.

12. The main assumptions of the model are listed below:

(a) The production forecast is based on 1P certified reserve;

(b) Constant gas price over the period (no indexation taken into account) at

US$5.5/mmbtu;

(c) Constant gas production from 2013 onwards of 140 mmscfd, meaning that

production will not exceed the level of required minimum production;

(d) Conservative oil production forecast used in the model. The price deck used to

calculate oil and condensate revenue is set to US$69/bbl27

;

(e) No remaining value has been assigned at the end of the current Gas Purchase

Agreement (i.e. 2024). No project liability has been assumed either;

(f) Cumulated capital expenditures over the period stand at US$960 million and

yearly operating expenditures are of around $36 million.

22

The new price is indexed to a basket of cost items with a soft cap of 9%. According to the Fourth Amendment of

the Sale and Purchase Agreement of Natural Gas from Block CI-27, “The Parties agree to meet as soon as possible

when[sic] the price revised by application of the above indexing formula varies by more than 9% up or down in

relation to the initial sale price.” 23

The initial PSC defined a maximum share of 40% of cost gas in the gas extracted where sea depth is inferior to

200m, and of 50% for sea depth over 200m (article 21.3.1). 24

The third amendment to the PSC sets a new maximum share at 60% regardless of sea depth (article 2.1) 25

The share of total gas appropriated by the operator for trench of gas production between 110 and 140MCF/day

was set at 30% to 50% depending on sea depth in the initial PSC (article 21.3.2) 26

50% for volumes below 154MCF/day (article 2.2, 3rd amendment to the PSC), a threshold the production will not

exceed according to the 4th amendment to the TOP 27

$69/bbl is the oil price assumption used in the price valuation by the lenders (club financing led by HSBC). It

reflects cost associated with oil storage and transportation as well as a conservative oil price forecast.

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13. The financial result showed that the project will generate a cumulative cash flow to the

JV of about US$1.3 billion over the period of the Gas Supply and Purchase Agreement. The Net

Present Value of the cash flow is about US$530 million. The IRR of this project is about 42

percent28

. It should be noted that the valuation of the project is based on a US$69/bbl oil price.

If the current oil price (Brent crude at about US$100/bbl) is sustained in the next decade, the

project will generate a higher return. A scenario with higher oil prices is shown in the sensitivity

section.

14. The Foxtrot expansion project is expected to create strong cash flow and positive NPVs

for the state. PETROCI, the state-owned oil company who has 40 percent stake in the JV, is

expecting US$480 million positive cumulative cash flow from the project, equivalent to about

US$200 million NPV. The government will have a profit share in excess of US$1.2 billion

under the fiscal agreement with a NPV of about US$480 million. PETROCI and government

combined will receive about US$1.7 billion from the project.

Table 3: Summary of Project Returns

The NPV is calculated with a 12 percent discount rate. All the numbers are in nominal terms.

15. Over the period of the new Gas Supply and Purchase Agreement (2012-2024), the

Foxtrot project will generate a net cash flow of around US$1.2 billion and a NPV of about

US$530 million with a discount rate of 12 percent.

Economic Analysis

16. The economic analysis assesses the benefits of the Foxtrot expansion project from the

shareholders and the country perspectives.

17. The analysis of various alternatives to the Foxtrot project has concluded that expanding

Foxtrot is the most cost-effective means of meeting the anticipated growth in regional energy

demand. Substitution of oil by gas will also yield environmental benefits.

18. Alternatives to the proposed project. There is no viable immediate alternative to Foxtrot

expansion at this time. There have been scattered discoveries of smaller offshore natural gas

fields, but no large and low-extraction-cost field has been discovered. It is possible to meet the

short to medium term demand is to use liquid fuels. However, as shown in Annexes 7 and 8, the

cost associated with the liquid fuel and its environmental footprint makes it an inefficient

investment option. Without the Foxtrot project, electricity blackouts would likely become so

frequent in the future as to constrain economic growth. Even with Foxtrot, electricity blackouts

28

The Internal Rate of Return is computed on the incremental cash flow generated from the new investment.

USD millions NPV Cummulative Cash flow

JV Cash Flow 528 1,292

Petroci Cash Flow 198 487

Government Cash Flow 593 1,248

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may become more pronounced in the future, but this will be more due to not having sufficient

generation capacity than having fuel shortages.

Project economic costs and benefits

19. In addition to the positive NPV the project generated, the economic benefit derived of the

net savings from using more expensive liquid fuel should also be considered. The opportunity

cost of the Foxtrot project has been calculated in Annex 7. It is estimated that the annual savings

of using additional gas from Foxtrot expansion instead of liquid fuel for power generation is

between US$150-300 million, depending on the fuel cost assumptions. The indicative figures of

annual savings of power sector in Table 4 below are calculated based on a liquid fuel price of

$15c/kWh.

20. Additionally the gas based power plant will also have environment benefit by saving

CO2 emissions compared to liquid base power plant. Table 4 below shows the benefits

associated with CO2 savings equal to about US$0.5 million per year (assuming a price of US$1

per ton of CO2 equivalent).

Table 4: Project benefits associated with CO2 savings

Liquid Fuel Replacement Requirements and Carbon Savings 2013 2014 2014 2016 2017

Expected National Gas Availability mmscfd 190 195 235 230 255

Gas Available w/o Project mmscfd 135 140 175 170 195

Deficit to be made up with liquid fuel mmscfd 55 55 60 60 60

Calorific value of deficit mmbtu/d LHV 52,250 52,250 57,000 57,000 57,000

Equiv Electricity Prod at 50% efficiency GWh/d 7.7 7.7 8.4 8.4 8.4

Calorific amount of liquid fuel at 35% effcy mmbtu/d 74,643 74,643 81,429 81,429 81,429

Approx volume at 38,000 Btu/litre millions liters /d 2.0 2.0 2.1 2.1 2.1

Approx Cost at US0.80/l millions $/day 1.6 1.6 1.7 1.7 1.7

Annual savings of power sector millions $/year 160 280 375 283 447

Carbon production with project tons/year '000 993 993 1,083 1,083 1,083

Carbon production w/o project tons/year '000 1,412 1,412 1,541 1,541 1,541

Carbon savings tons/year '000 419 419 458 458 458

Source: World Bank/IFC Thermal Power Guidelines

CO2 emissions CCGT Natural Gas of 355g/kWh and oil-fuel of 505g

21. Overall, it can be concluded that the Foxtrot project is economically and environmentally

beneficial to the shareholders and the government.

Table 5: Sensitivity Analysis (Oil Price)

Oil Price IRR

$69/bbl 42%

$80/bbl 43%

$100/bbl 45%

$120/bbl 50%

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22. The oil production forecast ranging from 1kboe/d to 7kboe/d is relative small compared

to the gas volume and its contribution to the total project revenue is small. Therefore the overall

project profitability is not sensitive to the oil price. The project IRR is 43 percent, 45 percent

and 50 percent respectively in the US$80, US$100 and US$120/bbl oil environment.

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Annex 5: Operational Risk Assessment Framework (ORAF)

Côte d’Ivoire - Block CI-27 Gas Field Expansion Project

Project Stakeholder Risks Rating M

Description :

A source of potential reputational risk derives from

associating the World Bank with activities carried out in

the oil and gas sector, despite the many challenges to

increasing access to electricity in the country. However,

due to the nature of this PRG-only operation, this risk is not

envisaged to be significant in term of impact for the World

Bank.

Risk Management:

The project is of strategic importance for the Government, the sponsors, the countries depending

on Côte d’Ivoire for power, businesses and the local population. The World Bank is closely

engaged in the dialogue in the country and will continue the stakeholder communications and

dialogue with Government and civil society to highlight the benefits of the project. Transparency

will be provided through disclosing key documents at strategic locations in the country (including

at the World Bank’s Country office and Foxtrot office in Abidjan), as well as implementation of

the ESMPs and consultations with stakeholders as needed.

Resp: GoCI,

Developers,

WBG

Stage: Prep and

Implementation Due Date : Ongoing

Status:

Ongoing

Implementing Agency Risks (including fiduciary)

Capacity Rating: L

Description :

Foxtrot International has a strong track record of operating

in Côte d’Ivoire and is well equipped from technical,

contractual and financial standpoints to undertake the

project.

Risk Management :

In addition to its technical capacity, Foxtrot benefits from strong shareholder support from SCDM

and GdF Suez, both having extensive experience in developing gas fields. SCDM has carefully

led the procurement process with its technical team based in Houston, Tx. GoCI is furthermore

associated with the JV investment decisions through the presence in the JV of PETROCI.

Resp: GoCI

and WBG Stage: Implementation

Due Date : during

Implementation

Status:

Ongoing

Governance Rating: L

Description :

As implementing agency, Foxtrot International has

appropriate internal governance mechanism deemed

adequate to implement the project.

Risk Management :

The project team has been in close dialogue with the Government to ensure a transparent decision-

making process and governance structure during project preparation and implementation. The

existing project has not been subject to any governance issue despite the climate of political

instability in the country.

Resp: GoCI

and WBG

Stage: Prep and

Implementation Due Date : Ongoing

Status:

Ongoing

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Project Risks

Design Rating: M

Description :

No particular risks are associated with the design of the

project. However, the fact that IDA involvement is only at

the end of the project design phase means that there will be

limited space to influence project design.

There is however an associated risk of the project not

achieving its PDO due to technical, technological or

implementation complexities of the gas expansion project.

Risk Management :

Project design is considered usual practice in private oil and gas operations.

Regarding the gas expansion project, supported by the PRG, Technical risk is deemed limited.

This is a brownfield project, with considerable visibility over the reserves and the new investment

needed. However geological risks cannot be entirely mitigated. Front-engineering is completed,

as well as procurement. Construction has already started. No cost overruns/delays are expected,

but cannot be fully discounted at this early stage. Strong technical capacity in Foxtrot International

(current operator) and its main shareholders.

Resp: GoCI

and WBG Stage: Implementation

Due Date : during

Implementation

Status:

Ongoing

Social & Environmental Rating: S

Description :

This is a category A project. The proposed works to install

the Marlin Platform, pipelines and development of drilling

operations, the future oil and gas production as well as

existing operations on the Foxtrot Platform present

potential significant adverse environmental and social

impacts which may affect an area broader than the sites

and/or facilities given its location near ecologically

sensitive areas. The key environmental and social issues

include: air quality and emissions, noise, management of

drilling wastes and cuttings, oil spills, occupational health

and safety, aquatic/benthic life disturbance (marine

mammals and turtles), well blowout, community health and

safety, accidental ruptures of pipelines, fishing activities,

hazardous materials and waste management. These

potential risks and impacts can be managed through

mitigation measures and/or well-known procedures and

technologies. Further details in Table 2.

Risk Management :

The project has completed an ESIA and ESMP. MIGA and IDA due diligence has been carried out

according to WBG performance standards. Commercial banks will apply Equator Principles on

this transaction, similar in nature to the IFC and WBG performance standards.

Proper monitoring and evaluation of environmental and social impacts will be carried out during

project implementation to ensure that environmental and social management plans are

implemented appropriately. Where project activities will potentially impact negatively on people

living and/or working on or near the project areas, the procedures as described in the performance

standards will be applicable.

As part of the updated and consolidated ESIA prepared by Foxtrot early 2013, a situation related to

a claim for compensation is described and its resolution documented in the updated ESIA and

ESRS.

Resp: GoCI

and WBG

Stage: Prep and

Implementation Due Date : Ongoing

Status:

Ongoing

Program & Donor Rating: L

Description :

There is no particular risk associated with donors or

programs for this project

Risk Management :

Resp: GoCI

and WBG

Stage: Prep and

Implementation Due Date : Ongoing

Status:

Ongoing

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Delivery Monitoring & Sustainability Rating: S

Description :

Inability of the GoCI entities to process and manage

contractual and financial agreements associated with the

operations.

Systemic financial imbalances in the power sector could

jeopardize the sustainability of the project.

Risk Management :

The team will work in close collaboration with the Government to ensure that timely preparation

and implementation of the various agreements. At the same time, the World Bank will continue

the close dialogue with the Government to support improvement in the fundamentals of the power

sector. Solving the bottlenecks in the gas sector will help reduce power costs and enable power

sector financial equilibrium to be reached in 2014.

Resp: GoCI

and WBG

Stage: Prep and

Implementation Due Date : Ongoing

Status:

Ongoing

Overall Risk Following Review

Implementation Risk Rating: Substantial

Comments: The rating reflects the relatively straightforward project design that will facilitate implementation but also recognizes that the operation will be sustainable only if

fundamentals in the power sector improve over time. If this is not the case, imbalances may cause a continued dependency on donor funding of budget support.

Furthermore, power distribution constraints may limit the efficacy of the PRG scheme if not supported by an overall sector approach.

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Annex 6: IDA Guarantee

Côte d’Ivoire - Block CI-27 Gas Field Expansion Project

SUMMARY OF INDICATIVE TERMS AND CONDITIONS OF IDA PARTIAL RISK

GUARANTEES IN SUPPORT OF GAS SUPPLY AGREEMENT IN CÔTE D’IVOIRE

L/C Applicant: Côte d’Ivoire, as contractual guarantor of gas payments

obligations of CI-ENERGIES, as the “Buyer”29

under a Gas

Supply and Purchase Agreement (GSPA) with the Gas JV

partners.

IDA/Guaranteed L/C:

Revolving standby letter of credit (L/C) issued in favor of the

L/C Beneficiary by the L/C Bank.

Côte d’Ivoire’s obligations to repay the L/C bank amounts

drawn under the L/C will be guaranteed by IDA. Any

amounts drawn by the L/C Beneficiary under the L/C that are

repaid by Côte d’Ivoire to the L/C Bank within the L/C

reimbursement period would be reinstated as described

below.

L/C Beneficiary:

SECI, ENERCI and Foxtrot International

L/C Bank:

A commercial bank acceptable to IDA, Côte d’Ivoire and the

L/C Beneficiary.

L/C Form:

The L/C will be issued in a form satisfactory to the L/C

Beneficiary, Côte d’Ivoire and IDA.

Purpose: The IDA PRG would backstop the failure by Côte d’Ivoire to

repay the L/C Bank for the amounts drawn by the L/C

Beneficiary under the L/C on account of payments due to the

L/C Beneficiary from Côte d’Ivoire in respect of various

obligations under the Gas Supply and Purchase Agreement

(GSPA) following the occurrence of a Guaranteed Event (as

defined below).

Guaranteed Events: Côte d’Ivoire’s failure to comply with certain of its

contractual obligations under the GSPA as will be detailed in

a PRG Support Agreement to be concluded between Côte

d’Ivoire and the Gas JV

Maximum L/C Amount: TBD (expected to be equal to the IDA PRG Maximum

Guaranteed Amount)

L/C Fees: To be payable by the L/C Beneficiary to the L/C Bank.

L/C Reimbursement

Period:

Following a drawing under the L/C by the L/C Beneficiary,

Côte d’Ivoire would be obligated to repay the L/C Bank the

2929

Côte d’Ivoire is the contractual guarantor of state company Société des Energies de Cote d’Ivoire as Buyer under

the GSPA.

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amount drawn under the L/C together with accrued interest

thereon within a period of 12 months pursuant to a

Reimbursement and Credit Agreement to be concluded

between Côte d’Ivoire and the L/C Bank. In the event of a

timely re-payment by Côte d’Ivoire, the L/C will be

reinstated by the amount of the repayment. In the event of a

non-repayment by Côte d’Ivoire by the due date, the L/C

Bank would have the right to call on the PRG for principal

amounts plus accrued interest due from Côte d’Ivoire. Any

amount paid by the Bank to the L/C Bank under the PRG

would be deducted from the Annual IDA Guaranteed

Amount and the Maximum IDA PRG Guaranteed Amount

and even if Côte d’Ivoire’s payment default is remedied,

following a payment under the PRG, those amounts would

not be reinstated.

Conditional payments in the

event of dispute:

In the event of a dispute between the L/C Beneficiary and

Côte d’Ivoire in connection with a Guaranteed Event, the L/C

can also be drawn for provisional payments pending the

settlement of the dispute, provided that the L/C Beneficiary

shall provide to Côte d’Ivoire with appropriate security

(acceptable to Côte d’Ivoire and to be reflected in the PRG

support agreement) in the amount of provisional payments in

the event the final decision determines that Côte d’Ivoire had

no liability or its liability was for less than the amount of the

provisional payments.

Maximum IDA PRG

Guaranteed Amount:

US$60 M - (expected to be equal to the Maximum L/C

Amount) plus accrued interest

Validity Period of the L/C: Period to be agreed.

Maximum IDA Guarantee

Period:

8 years from date of issuance of the L/C plus 14_ months.

Interest Rate on Drawings

During the Reimbursement,

Period Charged by the L/C

Bank:

A ‘spread’ above LIBOR acceptable to Côte d’Ivoire and

agreed by the L/C Bank.

Bank Guarantee Fees:30

IDA will charge a guarantee fee of 0.75% per annum on the

Annual IDA Guaranteed Amounts, payable six monthly in

advance by the L/C Beneficiary from effectiveness of the L/C

or Commissioning Date.

Bank Front-end Fees:

IDA will charge the following front-end fees for guarantees:

(a) An Initiation Fee of 0.15% of the Maximum IDA

Guaranteed Principal Amount (but not less than US$ l00,000)

for internal Project preparation, payable by the L/C

30

The World Bank’s Board of Executive Directors typically reviews loan and guarantee fees once a year in respect

of the next fiscal year. The fiscal year begins on July 1st..The applicable fee as of the date that the Guarantee

Agreement becomes effective remains constant throughout the term of the guarantee.

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Beneficiary.

(b) A Processing Fee of up to a maximum cap of 0.50% of

the Maximum IDA Guaranteed Principal Amount to cover

IDA‘s reimbursable expenses and third party costs,

payable by the L/C Beneficiary

Conditions Precedent to the

effectiveness of the IDA

Guarantee:

Conditions precedent will include, inter alia, the following:

(a) Relevant host country environmental approvals required

for the operation and compliance with all applicable

requirements relating to World Bank performance

standards.

(b) Provision of relevant satisfactory legal opinions,

including from: (i) the Attorney General of the Republic of

Côte d’Ivoire relating to the Indemnity Agreement; (ii)

counsel to Côte d’Ivoire relating to the PRG support

agreement and the Reimbursement and Credit Agreement,

and (iii) counsel to the L/C Beneficiary relating to the

Project Agreement.

(c) Payment in full of the Initiation and Processing Fees, and

the first installment of the Guarantee Fee.

(d) Conclusion on terms acceptable to IDA of a Guarantee

Agreement between the L/C Beneficiary and IDA,

Reimbursement and Credit Agreement between L/C

Beneficiary and IDA, a PRG Support Agreement between

the L/C Applicant and the L/C Beneficiary, a Project

Agreement between Foxtrot International and IDA, and an

Indemnity Agreement between IDA and Côte d’Ivoire.

Guarantee Agreement:

The terms and conditions of the IDA Guarantee would be

embodied in a Guarantee Agreement between the L/C Bank

and IDA.

Project Agreement:

The L/C Beneficiary would enter into a Project Agreement

with IDA in respect of IDA’s Guarantee. Under such

Agreement, the L/C Beneficiary will, inter alia, provide

reports (including audit reports) and other Project

information, and make warranties, representations and

covenanted undertakings, including in respect of compliance

with applicable Côte d’Ivoire environmental laws and

relevant World Bank environmental and social safeguards

and World Bank anti-corruption policies and procedures,

including those relating to sanctionable practices31

.

31

Sanctionable practices” include corrupt, fraudulent, collusive, coercive, or obstructive practices

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IDA may suspend or terminate the PRG if the L/C

Beneficiary breaches the warranties, representations or

undertakings under the Project Agreement.

Indemnity Agreement:

The Republic of Côte d’Ivoire would enter into an Indemnity

Agreement with IDA. Under the Agreement, the Republic of

Côte d’Ivoire would, inter alia, undertake to indemnify IDA

on demand, or as IDA may otherwise determine, for any

payment made by IDA under the terms of the Guarantee. The

Indemnity Agreement will follow the legal regime, and

include dispute settlement provisions, which are customary in

agreements between member countries and IDA.

PRG Support Agreement: Côte d’Ivoire will enter into a PRG Support Agreement with

the L/C Beneficiary under which Côte d’Ivoire would

undertake to indemnify the L/C Beneficiary for the loss of

revenues resulting from the occurrence of a Guaranteed

Event on the basis of drawdown and dispute resolution

mechanisms and supporting documentation to be agreed

between the parties and satisfactory to the World Bank and to

be consistent with the provisions under the GSPA.

L/C Reimbursement and

Credit Agreement:

Côte d’Ivoire will enter into a Reimbursement & Credit

Agreement with the L/C Bank in which it will undertake to

repay the L/C Bank for the amounts drawn under the L/C

plus accrued interest within a period of twelve (12) months

from the date of each drawing.

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Annex 7: Power Sector Finances

Côte d’Ivoire - Block CI-27 Gas Field Expansion Project

1. The financial situation of the sector is improving due to a comprehensive power sector

financial recovery plan (Plan) that GoCI has started implementing. GoCI will need to fully

implement the Plan, including additional tariff adjustments, to completely restore the financial

sustainability of the sector.

2. In recent years, the power sector has made large losses of about FCFA 100 billion

(US$200 million equivalent) per year in 2010-12. This is mainly due to:

(i) Insufficient revenues following limited tariff increase in the last ten years despite the

higher reliance on gas ;

(ii) Large increases in costs in particular of the cost of gas supply following a decision in

2007 to remove a price cap from the existing gas supply contracts ;

(iii)Expensive emergency power needed because of lack of decision to expand gas supply

and generation.

3. Since 1998, the power sector cash flows are managed through a “cash waterfall”

mechanism as shown below, which gives priority of payment to private investors. CIE gets its

contractual remuneration first, followed by the IPPs and gas field operators on a pari passu

basis.32

When revenues have been insufficient, GoCI has often sacrificed some, or all of its

revenues from the gas production sharing agreements (currently around US$150-200 million per

year) to subsidize the cash shortfall. This was to the detriment of using those revenues for other

purposes such as financing required investments in the sector.

Figure 1: Electricity Sector Cash Waterfall

4. Table 1 below presents the tariff structure for the sector. The Government was unable to

32

The cash waterfall allowed the sector to meet its obligations to the IPPs until mid-2010, when the increase in gas

prices and the disruption caused by the political crisis led to arrears to IPPs at about 2-3 months’ payment. These

arrears have now been cleared.

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proceed with a 10 percent tariff increase planned for January 2011 as the post electoral crisis was

ongoing, and despite the ever-rising cost of gas - linked to the price of oil. The average cost of

US$6.9 per mmbtu in 2010 rose to US$7.9 per mmbtu in 2011. Since then, GoCI increased

tariffs to non-residential users by 10 percent in May 2012, but is deferring a planned 5 percent

increase for residential users due to unfavorable socio-political conditions.

Table 1: Tariff Structure

Source: MacroConsulting 2011 tariff study based on 2009 data from utility.

5. This tariff increase is part of a Plan that GoCI agreed with the IMF in late 2012. The Plan

is a major step to restore the sector’s financial viability as it includes renegotiating down the high

gas prices as well as other cost savings, while also increasing sector revenues through targeted

tariff adjustments. The main measure (renegotiation of the price of gas from the main provider

Foxtrot) is already effective. GoCI has agreed with Block CI-27 Joint Venture partners, on a

retroactive price reduction effective from January 1, 2012. This results in cost savings to the

power sector of about FCFA 80 billion per year. More details on the Plan are given in paragraphs

11-12.

6. Despite this key measure, the sector’s financial loss remains large and similar to 2011

(about FCFA 125 billion loss in 2011 and FCFA 108 billion in 2012 before government

subsidies)33

due to:

(a) Expensive short term solutions (emergency power rentals34

and HVO35

usage), due in part to lack of gas. The use of HVO cost GoCI 62 FCFA billion

in 2012. This is the consequence of (i) delays in taking decisions to expand gas

production and additional generation capacity, (ii) unusual gas supply

interruptions36

, and (iii) low hydrology. GoCI has finally signed with private

parties to expand gas production and generation capacity, but pays a high price for

the delays in doing so. In addition, a deficit in the gas supply-demand balance

is projected, (See Annex 8). as a result of which over the next five years, an

estimated US$250 million of liquid fuel will be required. The need for liquid

fuel would be significantly higher without Foxtrot, with an additional cost of

33

GoCI figures are similar (FCFA 107 billion loss in 2011 and 111 in 2012). 34

Aggreko is providing 100MW since July 2012 and will add an additional 100MW from March 2013. 35

Heavy Vacuum Oil is produced by the national refinery SIR (Société Ivoirienne de Raffinage). PETROCI buys

the HVO from SIR and Ministry of Finance is to reimburse PETROCI. The CIPREL power plant can use HVO. 36

Foxtrot sometimes produced less because of its drilling program. Afren had problems with compressors.

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about US$1.5 billion until 2020 (net present value as of 2013), were the project

not to proceed.

(b) Inadequate tariffs. The Plan forecasts progressive tariff increases and

modification of the LV tariff structure to make it progressive (i.e. higher

consumption slabs will pay a higher unit price). So far GoCI has taken only

modest measures on tariffs, (10 percent increase for industrial users in May

201237

, but the reclassification of over 250,000 LV customers from the lifeline to

the normal residential category with effect from January 2013 will contribute

about FCFA 5 billion in extra revenues. Additional increases and an automatic

indexation formula are necessary to ensure the sector’s long-term sustainability.

(c) High losses. The Plan forecasts improvements thanks to measures to reduce fraud

and ongoing technical work (such as the World Bank UERP project) but more

investments are needed.

(d) Insufficient revenue collection. The Plan forecasts improvements in the CNO

zone.

7. The Plan will significantly reduce the costs and the deficit of the sector (as shown in the

graph below, the gap is closing between average revenue and average cost). However, our

forecasts38

still indicate a loss of FCFA 69 billion in 2013 and FCFA 52 billion in 2014. GoCI’s

share of the gas revenues will be sufficient to cover this deficit but GoCI will not be able to use

those funds for other uses.

8. In addition to implementing the measures currently planned, the Government will

therefore have to continue increasing tariffs revenues to ensure full sustainability for the

sector. The Plan does forecast progressive tariff increases and a tariff restructuring as per the

recommendations of the tariff study conducted last year. To become fully sustainable (that is

make a profit, but not contribute towards debt service or new investments) the sector would

require an additional 15 percent tariff increase in January 2014.

37

GoCI also subsidizes exports. While it negotiated new tariffs in October 2012 (at around FCFA 60/kWh), this is

still below the average cost (around FCFA 84/kWh in 2012) and the marginal cost (around FCFA 200/kWh). 38

GoCI forecasts a loss of FCFA 25 billion in 2013 and a small profit in 2014. The difference is mainly because

GoCI’s estimate of the impact of some measures is higher.

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Figure 2: Comparison of Average Revenue and Average Cost (FCFA/kWh), Sector Deficit and

GoCI Share of Gas Revenues (FCFA billion)

Source: World Bank Group sector model based on GoCI data.

9. The graph below shows the breakdown of costs (and compares it to the average revenue –

red line). For instance in 2012, for each kWh sold, the costs were gas (FCFA 37.5 /kWh), the

management contractor CIE (FCFA 19.3 /kWh), IPPs (FCFA 12.9 /kWh), liquid fuel (FCFA

12.1 /kWh), and the regulator and others (FCFA 1.7 /kWh).

10. As the graph shows, the sector has to use larger than usual amounts of liquid fuel (HVO)

in 2012, 2013, and 2014. The cost of this liquid fuel is high (about FCFA 142/kWh only to

purchase the fuel39

compared with about FCFA 38/kWh for gas). Going forward, if the gas

supply is not sufficient, the sector will have to use expensive liquid fuel and GoCI will be

obliged to subsidize it.

39

According to CI Energies, the power sector had bought for FCFA 58 billion of HVO and produced 410 GWh

with it (as of end November 2012). This represents about 7% of the energy produced so far in 2012 but 27% of the

costs.

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55

Figure 3: Breakdown of Costs in the Power Sector (FCFA/kWh sold)

Source: World Bank Group sector model based on GoCI data.

Power Sector Financial Recovery Plan

11. The Government has adopted a power sector financial recovery plan (“Plan”)40

in

November 2012 partly in response to discussions with IDA, IFC, and IMF. The measure with

the most significant impact is the renegotiation of the price of gas from Foxtrot, provider of

about 65 percent of the gas for the power sector, from about US$9/mmbtu to US$5.5/mmbtu41

.

This became effective as of January ,1 2012, providing about FCFA 80 billion relief for 2012.

12. The table below shows the measures and the impact GoCI assumes for each of them.

GoCI subsidies and the gas price renegotiations with Foxtrot and CNR have the highest impact.

About half of the measures are effective.

40

The Ministries of Energy and Finances officially presented the plan to the Conseil des Ministres on November 15,

2012. It includes a series of past, ongoing, and future measures to restore the financial situation of the sector. 41

The indexation formula is not linked anymore to the price of oil, one of the main reasons for the rise of the price

in recent years.

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56

Table 2: GoCI Measures in GoCI Power Sector Financial Recovery Plan, Expected Economies,

and Status of the Measures (FCFA billion)

Measure 2012 2013 2014 Status

Renegotiation Foxtrot gas price 88.5 100 100 Done. Signed in November

2012, retroactively applicable

January 1st

Renegotiation CNR gas price - 27 27 Not yet. Negotiations ongoing

Renegotiation CIE concession - 8 8 Not yet. Negotiations ongoing

Ceiling to GoCI share in gas

revenues

- ? ? Not yet. Ceiling not decided yet

National tariff increase 7 8 16 Done. 10% for industrial users,

May 2012. Further adjustments

needed.

Export tariff increase - 10 10 Done. Slight increase in Oct.

2012

Consumer structure change - 5.5 5.5 Done. Applicable January 1,

2013

Better collection in CNO zone 1 2 3 Not yet. Ongoing

Better network efficiency 3 3 3 Not yet. Ongoing

Demand side management (lamps,

public lighting)

- 1.2 1.2 Not yet. Not implemented yet

Sector development levy - ? ? Not yet. No decision made yet

GoCI subsidies for arrears for IPPs

& for HVO for thermal generation

32

61

39

?

Done. Done in September 2012

Done. Ongoing

Total (if all measures applied) 193 204 174

Source: Ministry of Energy and Ministry of Finances Communication en Conseil des Ministres, November 15 2012

Investments

13. Few investments occurred in the last 10 years given the political situation, the lack of

decision making, and the financial weakness of the sector. Going forward, large investments are

needed in all sub-sectors:

14. Generation – Most of the generation investments are done by private companies and

embedded in the power purchase agreements (PPAs) signed by CI-ENERGIES. GoCI will

nevertheless need to contribute counterpart funds to some projects, including the Soubré

hydropower plant, which will be entirely-public sector.

15. Transmission – GoCI is negotiating a FCFA 400 billion loan with China Exim Bank for a

number of major T-line projects. The loan would be concessional with 15 year tenure, 9-year

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57

grace, and 1.75-percent interest rate.

16. Distribution – Investments in the ageing and limited42

distribution network are essential.

GoCI expects donors to finance most distribution investments but this will probably not be

sufficient. The Plan also forecasts a sector development levy (redevance de développement) that

would be included in the tariff to cover costs of investments. A decree (no. 210-195 of July 15

2010) already included this development tax/fee/royalty. This would be an excellent way to

ensure sustainable financing of future investments, but would oblige GoCI to raise tariffs beyond

its current plan.

42

CIE has about 1.5 million customers compared with about 2.9 million in Ghana for a similar population.

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58

Annex 8: Power Generation Expansion & Gas Supply Issues

Côte d’Ivoire - Block CI-27 Gas Field Expansion Project

Introduction

1. The power and gas sectors in Côte d’Ivoire are deeply interlinked. Power is virtually the

sole market for gas producers and electricity production is heavily dependent upon natural gas.

Consequently, investment decisions in one sector depend upon a commensurate response in the

other. Unfortunately, due to inadequate coordination and financial constraints, the expansion of

power generation capacity is today hindered by lags in development of new gas resources.

Current gas producers have attained the maximum output levels that their gas reserves can

sustain. Power generation is now reliant upon a significant input of highly expensive liquid fuels

in order to avoid blackouts. In 2012, US$120m of liquid fuel was consumed by the power sector

to avoid power outages. Despite the conversion of single cycle gas turbines to combined cycle

mode and the start of construction of a major new hydro project, robust economic growth

prospects for the coming years raise the risk of greater reliance on liquid fuels and/or equally

costly imported LNG.

2. To mitigate the impact on end user tariffs in the medium term, Côte d’Ivoire’s power

sector needs to pursue demand side management (DSM) & energy efficiency (EE) measures, as

well as aggressively explore renewable energy sources such as grid-connected solar in tandem

with existing hydro sources. In the longer term, larger-scale hydro also offers some alternative

sources of power, since the country still has considerable unexploited hydro potential.

Oil and Gas Sector

3. The Ivorian oil and gas sector is relatively small compared to some other sub-Saharan

countries like Nigeria or Angola. However, recent exploration successes in Ghana may be

replicated in Côte d'Ivoire as numerous major oil companies are exploring actively, including in

deep waters. The liquid hydrocarbon reserves of Côte d'Ivoire are currently about 18 billion

barrels and the gas reserves about 0.53 tcf. The total liquid production is about 49,000 b/d and

current gas production is about 150 million standard cubic feet per day (mmscfd), which will rise

to about 190 mmscfd in the near term, of which the Foxtrot field alone will account for 140

mmscfd. Virtually all of Côte d’Ivoire’s gas production is consumed by the power sector.

4. Hydrocarbon production started in the early 1980s. In 1995, the first gas field, Panthere,

came onstream. Four years later, the Foxtrot gas field also started producing. Fiscal terms were

relaxed slightly in the 1990s which in turn prompted fresh investment and exploration, leading to

the deepwater Baobab discovery in 2001. The civil war of 2002-2004 had little impact on the oil

and gas industry and liquids production reached a new peak in 2006. Production has since

stabilized before existing fields begin a natural decline. Future production is therefore reliant on

the discovery and development of new fields.

5. The corporate landscape in Côte d'Ivoire contains both large international oil companies

(IOCs) and a number of small independent companies. The national (fully state-owned) oil

company PETROCI has a carried interest in all blocks. Recent farm-in activity has seen Total

take an interest in the deepwater licenses, adding to the growing list of IOCs including

Anadarko, Tullow and Lukoil. Foxtrot International appraised the Marlin discovery with a

further well in 2010. Vanco drilled two exploration wells on block CI-401 and in 2012

Anadarko made a discovery (Paon) on block CI-103 in mid-2012. Rialto (in which IFC has

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59

US$15.7 million investment) has a three appraisal oil and gas wells drilling campaign planned in

block CI-202 in 2012/13. As industry interest raises, farm-ins by new entrants are expected to

continue.

6. Currently the main gas producing blocks are CI-11 Lion and Panthere, CI-27 Foxtrot as

well as CI-26 Espoir and CI-40 Baobab fields, which produce associated gas. CI-27 Foxtrot

produces only a small quantity of oil and for all practical purposes is considered a non-associated

gas field. It has 304bcf remaining gas reserves, followed by CI-26 Espoir’s 100bcf. The other

discoveries and future prospects have no certified reserve data available. In 2012, two-thirds of

all gas produced came from the CI-27 block, which will remain the country’s largest gas

producer for at least the next decade, provided the investments foreseen as part of the expansion

project under consideration, and to be covered by the proposed PRG, take place. Without these,

in fact, the original Foxtrot field will go into decline and gas production from Block CI-27 would

taper off.

7. There appears to be little upside potential for raising production from Block CI-27

beyond the already increased volume which the expansion project provides for. There are

however reasonable prospects of developing three small fields (Kudu, Eland & Ibex) in Block

CI-01 (Afren), possibly in conjunction with the adjacent Gazelle field being evaluated for

development by Rialto. These may add 50 mmscfd to available gas supply around 2017, but

these projections are subject to considerable uncertainty. In the interim, gas supply is expected

to be short of projected demand from the power sector by about 30 mmscfd, with major cost

implications, since the only alternative fuel available for power generation is petroleum.

Liquified natural gas (LNG) imports are being studied as an option to enhance gas availability.

However, were these to be found to be economically justified, they would not be able to replace

liquid fuel use before 2016, due to the lead times needed for such projects.

Power Sector

Current Capacity

8. Total installed generation capacity in Côte d'Ivoire is about 1400 MW. The actual

available generation capacity varies between 800-1200 MW, due to plant scheduled

maintenance, plant outages and variations in hydrology. The country does not have adequate

reserve generation capacity, which makes it vulnerable to load-shedding at peak times. In 2012,

peak demand was slightly over 1000 MW. Total electricity production was about 8000 GWh, of

which 6000 GWh was produced with gas.

Future Demand for Electricity:

9. Historical Demand Growth. During the past 20 years, electricity demand has grown at a

remarkably consistent rate of 5.6 percent. Even in 2003 during the peak of civil strife, demand

only fell by 1.3 percent and recovered the year after. For Côte d’Ivoire, the average historical

correlation factor between GDP and electricity demand growth is 1.09.

10. Prognosis for Power Demand Growth. For the next five years it is reasonable to

anticipate the unconstrained demand for electricity will grow at 8.8 percent, which is 1.09 times

projected GDP growth and somewhat less than the Government’s forecast of 11 percent. In the

longer term, a gradual return to historical growth of 5.6 percent is assumed.

Peak Load. The present peak demand for electricity is currently 1,040 MW and estimated to be

growing at rate that will double in the next ten years to over 2,000 MW.

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60

Table 1: Electricity Demand Forecast

Real GDP

Growth %

Power Growth

% MW

Actual

2000 -4.6 5.1 594

2001 0.0 -0.2 593

2002 -1.6 3.6 615

2003 -1.7 -1.3 606

2004 1.6 6.1 643

2005 1.9 5.8 680

2006 0.7 4.8 713

2007 1.6 6.9 762

2008 2.3 7.0 815

2009 3.8 5.2 857

2010 2.4 6.4 912

2011 -4.7 1.4 925

2012 9.8 8.8 1,006

Projected

2013 8.0 8.7 1,094

2014 8.5 9.2 1,195

2015 8.5 9.2 1,305

2016 8.0 8.7 1,419

2017 7.5 8.2 1,534

2018 7.1 7.7 1,653

2019

5.6 1,746

2020

5.6 1,843

2021

5.6 1,947

2022

5.6 2,056

2023

5.6 2,171

2024

5.6 2,292 Source: Historical GDP: IMF; Historical Power Demand: CIE

Projected GDP: IDA/IMF; Projected Power Demand: IDA

11. New Power Supply Options: There are three firm generation projects underway to

expand the power supply capacity of Côte d’Ivoire, (Azito, CIPREL and Soubré) and two

projects at an advanced stage of preparation.

12. Azito Expansion (130 MW, expected by late 2015/early 2016). The existing Azito plant

consists of two simple-cycle ABB GT13E gas turbines and was commissioned 13-years ago with

base financing provided by a consortium arranged by IFC and supported by an IDA PRG. The

plant has an International Standards Organization capacity rating of 280 MW, although in

practice its site-rating is closer to 250 MW. The plant will now have its capacity increased by

addition of a combined-cycle steam turbine with financing from IFC, Proparco and other lenders.

This expansion is highly desirable as the additional 130 MW obtained will not require any

additional fuel nor will it result in higher emissions.

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61

13. Soubré Hydro (126MW average, 275MW peak, expected by 2018-19). The Soubré plant

consists of three 90 MW hydroelectric turbines and construction has just begun with site

preparation. 85 percent of project cost, (US$556 million) is funded by the China Exim Bank.

The maximum rated capacity of Soubré is 275 MW, but it is considered to have an average rating

at peak hours of about 165 MW, with an average output over 24 hours of 126 MW.

14. CIPREL TAG10 and TAV1 (200 MW, expected by 2015/16). The CIPREL plant

presently has a capacity of 320MW, which will increase with the addition of a new turbine, a

simple cycle GE9E unit, which together with its twin (already operating TAG9), will have its

exhaust gases diverted to a heat recovery steam generator which will generate another 100 MW.

This project is highly attractive economically due to the lower call on gas supply and emissions

avoidance.

15. Green field Combined Cycle IPP. (300 MW expected by 2017). Several firms are looking

at the possibility of developing a private combined cycle power plant in the region of 300 MW

and costing in the order of US$500 million, including financing charges. It usually takes several

years to raise financing for a private power project and another 3 years to construct, so the

private plant is unlikely to enter service before 2017-18. All current proposals are handicapped

by the lack of firm gas availability and payment risks from the power sector.

Table 2: Summary of expected Capacity Increase by 2020

.

16. Capacity Deficit. During the 2013 to 2020 period, demand is expected to grow by about

750 MW. The additional 755 MW shown above does not include reserves for machinery

breakdown and dry years when hydro output is cut, so the actual amount of additional capacity

needed would be somewhat more in order to maintain the same reliability of service.

Least-Cost Generation Expansion Plan

17. Preparing this plan involves reviewing all alternatives for increasing electricity

production over a period of at least twenty years and making assumptions about future fuel costs,

the economic cost of adverse environmental impact, operation and maintenance expenses, etc.

For Côte d’Ivoire, such a plan has not been prepared for well over a decade43

, so a more

pragmatic approach has been taken to generation planning, for the following reasons:

(a) it is obvious that natural gas at US$5.50/mmbtu is a cheaper option than the

alternatives of diesel fuel (US$25/mmbtu), heavy vacuum oil (US$16/mmbtu), or

light crude (US$17.50/mmbtu).

43

The procurement process to hire consultants to undertake a power sector master plan has just begun.

Firm Capacity Additions Additional

Capacity Gas requirement 2013 to 2020

MW mmbtu/day

Azito Combined Cycle 130 --

CIPREL additional unit 10 100 26

CIPREL Combined Cycle 100 --

Soubré hydro 125

New Combined Cycle 300 52

755 78

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62

(b) preparing a least cost plan requires more certainty about future natural gas availability

than currently is the case in Côte d’Ivoire.

Private Sector Generation issues.

18. Fuel Constraints. Private Independent Power Project (IPP) developers generally must

have long-term Fuel Supply Agreements in place in order to raise long-term debt funding.

Lenders would normally expect a fuel agreement to provide a guarantee of supply for 20-years.

Since long-term FSAs are not possible at this juncture in Côte d’Ivoire, except for smaller

quantities of gas for smaller power plants, it will be difficult for the private sector to reach

financial closure for new gas-fired power generation capacity for several years to come.

19. LNG Option. Eventually, the Government may decide to import LNG as a power plant

fuel. However, until at least 2018, the LNG market is expected to be supply-constrained and

have high prices. LNG spot prices are presently in the order of US$14/mmbtu. In 2018, a

number of new liquefaction trains enter into service and some long-term supply contracts expire

and it is reasonable to expect that LNG prices will start to decline as that date approaches.

20. At the present price of LNG (about US$14/mmbtu), burning light crude as a power plant

fuel at a cost of around US$17.50/mmbtu in a combined cycle power plant might be an interim

solution. Heavy vacuum oil (HVO) at a cost of US$16/mmbtu is another option, although it is

technically more challenging. A definite commitment by the Government to proceed with an

LNG import scheme is dependent upon whether the ongoing offshore deep water exploration

activity yields significant new gas finds, which would undermine the rationale to import LNG.

21. Provided that fuel prices are fully pass-through, the private sector might be willing to

construct combined cycle power plants that would temporarily use liquid fuel and later be

converted to natural gas. The approximate cost of power would be:

Table 3: Comparative Generation Costs

Light Crude at $100/barrel Natural Gas at $550/mmbtu

US¢/kWh FCFA/kWh US¢/kWh FCFA/kWh

Fuel Cost 12.5 63 4.2 21

Capital cost recovery 4.0 20 3.8 19

O&M and insurance 0.6 3 0.4 2

17.1 86 8.3 42

Gas Supply and Demand Balance.

22. Shortages. The 2013-14 gas deficit is triggered largely by the need for gas as fuel for the

high-speed diesel rental power plant, prior to the entry in service of the new combined cycle

units. Given that none of the existing gas producers (Foxtrot, Afren & CNR) can increase their

firm gas output in the short-term, additional demand from the power sector can only be covered

by recourse to liquid fuel. The gas deficit becomes particularly pronounced about 2017-18,

when a new IPP/PPP plant is likely to enter into service. At that time, operation of older, less

efficient units might be phased out. If the steam units of Vridi and the CIPREL simple cycle gas

turbines were put into standby and replaced by more efficient combined cycle plant, the gas

shortages perhaps would not occur, particularly if smaller offshore gas fields east of Abidjan are

brought into production by Afren and Rialto by that date. For the longer term, much depends on

the outcome of ongoing deep water exploration being conducted by several IOCs. In the event

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63

that these discover economically recoverable gas reserves, commercial exploitation could not

begin for 5-6 years after the discoveries take place. Hence the gas supply-demand balance for

the remainder of this decade is known with reasonable certainty. Demand for gas will outstrip

available supply in most years.

23. Supply Risk and Outages. The following supply and demand figures are largely without

scheduled maintenance outages, which would normally be performed during the wet season

when hydro production is high, so the impact would be minimal. However, in both gas and

electricity production the risk of major outages is high, especially in case of a Foxtrot platform

force majeure event, which would result in electricity production falling by about 700 MW or

around 60 percent of supply, depending on the season.

Table 4: Projected Gas Supply/Demand Balance

millions scf/day 2013 2014 2015 2016 2017 2018 2019 2020

Gas Supply

Foxtrot Block 27 140 140 140 140 140 140 140 140

Afren Blocks 01 and 11 20 20 35 30 30 30 30 30

CNR Blocks 26 and 40 30 35 35 35 35 35 35 35

Others (eg Rialto)

25 25 50 50 50 50

190 195 235 230 255 255 255 255

Gas Requirements

Refinery & other 13 14 15 25 25 25 25 25

Azito Power Plant 68 68 68 72 72 72 72 72

CIPREL Power Plant 81 95 104 110 110 110 110 110

HS Diesel 27 27 27

Vridi steam 18 18 18 20 20 20 20 20

New private combined

cycle

52 52 52

207 222 233 227 227 279 279 279

Gas Deficit (17) (27) 2 3 28 (24) (24) (24) Sources: Compilation of data provided by different sources within the Ministry of Mines, Petroleum and Energy

24. Gas Allocation Priorities: Gas would be directed in order of priority to the combined

cycle power plants, since they are more reliable, efficient and function better on natural gas.

These are:

Table 5: Projected gas demand by power plant

Gas

Required

mmscfd

Thermal

Efficiency

% Priority Plant MW

1 Azito Comb cycle 390 76 50

2

CIPREL Comb

Cycle 300 52 50

3

CIPREL simple

cycle 210 64 33

4 HS Diesel rental 100 30 33

5 Vridi Steam 63 20 28

1063 242

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Annex 9: Project Preparation and Appraisal Team Members

Côte d’Ivoire - Block CI-27 Gas Field Expansion Project

Name Title Unit

Sunil Mathrani Sr. Energy Specialist, co-TTL AFTG2

Patrice Caporossi Sr. Infrastructure Finance Specialist, co-TTL TWIFS

Manuel Berlengiero Energy Specialist AFTG2

Zhengjia Meng Finance Specialist TWIFS

Hocine Chalal Lead Environmental Specialist AFTN1

Lucienne M’Baipor Sr. Social Development Specialist AFTCS

Frederic Manuel Cegarra Sr. Adviser SEGM1

Paul Nickson Oil and Gas Consultant

Neil Pravin Ashar Counsel LEGSO

Mark Walker Adviser LEGSO

Monica Restrepo Sr. Counsel LEGSO

Arnaud Braud Jr. Professional Officer AFTG2

Ines Perez Arroyo Operations Analyst AFTG2

Haoua Diallo Team Assistant AFCF2

Rita Ahiboh Program Assistant TWIFS

Thanh Lu Ha Sr. Program Assistant AFTG2

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For More Details,See Inset Beside

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BUILT-UP AREAS

NATIONAL CAPITAL

REGION CAPITALS

DEPARTMENT CAPITALS

REGION BOUNDARIES

INTERNATIONAL BOUNDARIES

CÔTE D´IVOIRE

URGENT ELECTRICIT Y REHABILITATIONPOWER PROJECT

TRANSMISSION SYSTEM

0 40 80

0 20 40 60 80 Miles

120 Kilometers

FUTUREEXISTINGTRANSMISSION LINES AND SUB-STATIONS:

330 kV

225 kV

90 kV

POWER GENERATION PLANTS:

THERMAL

HYDRO

EXISTING FUTURE

This map was produced by the Map Design Unit of The World Bank.The boundaries, colors, denominations and any other informationshown on this map do not imply, on the part of The World BankGroup, any judgment on the legal status of any territory, or anyendorsement or acceptance of such boundaries.

GSDPMMap Design Unit

Page 76: The World Bank FOR OFFICIAL USE ONLYdocuments.worldbank.org › curated › en › 709461468027283912 › ...Document of The World Bank FOR OFFICIAL USE ONLY Report No: 76301-CI INTERNATIONAL

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Sikensi

Addah

Bonoua

Adjué

Dabou

Anyama

Bingerville

Vridi Ouest

AzitoAbadjin-Doumé

ABIDJAN

Jacqueville Grand-Bassam

FoxtrotMarlin

A G N É B Y

L A G U N E SSUD-COMOÉ

Sikensi

Addah

Bonoua

Adjué

Dabou

Anyama

Bingerville

Vridi Ouest

AzitoAbadjin-Doumé

ABIDJAN

Jacqueville Grand-Bassam

FoxtrotMarlin

A G N É B Y

L A G U N E SSUD-COMOÉ

G u l f o f G u i n e a

4°00'W

4°00'W

4°30'W

4°30'W

5°30'N 5°30'N

5°00'N 5°00'N

For more detail,see map at left.For more detail,see map at left.

Man

Daloa

Bouaké

KorhogoOdienné

Bondoukou

Abengourou

Séguéla

Touba

Guiglo

San-Pédro

Agboville

Gagnoa

Bouaflé

Dimbokro

AboissoAbidjan

Divo

YAMOUSSOUKRO

DENGUÉLÉ

BAFING

MARAHOUÉ

LACS

SAVANES

WORODOUGOU ZANZANVALLÉE DU BANDAMA

DIX-HUITMONTAGNES

HAUT-SASSANDRA

MOYEN-CAVALLY

N’ZI-COMOÉ

AGNÉBYFROMAGER

BAS-SASSANDRA

LAGUNESSUD-

BANDAMASUD-COMOÉ

MOYEN-COMOÉ

GUINEA

LIBERIA

GHANA

BURKINAFASO

MALI

Man

Daloa

Bouaké

KorhogoOdienné

Bondoukou

Abengourou

Séguéla

Touba

Guiglo

San-Pédro

Agboville

Gagnoa

Bouaflé

Dimbokro

AboissoAbidjan

Divo

YAMOUSSOUKRO

DENGUÉLÉ

BAFING

MARAHOUÉ

LACS

SAVANES

WORODOUGOU ZANZANVALLÉE DU BANDAMA

DIX-HUITMONTAGNES

HAUT-SASSANDRA

MOYEN-CAVALLY

N’ZI-COMOÉ

AGNÉBYFROMAGER

BAS-SASSANDRA

LAGUNESSUD-

BANDAMASUD-COMOÉ

MOYEN-COMOÉ

GUINEA

LIBERIA

GHANA

BURKINAFASO

MALI

Gulf of Guinea

0 40 80 120 Kilometers

IBRD 40029

MAY 2013

DEPARTMENT CAPITALS

REGION CAPITALS

NATIONAL CAPITAL

REGION BOUNDARIES

INTERNATIONAL BOUNDARIES

CÔTE D´IVOIRECI-27 GAS FIELD EXPANSION PROJECT

0 10

KILOMETERS

20

NEW PROJECT OIL AND GAS FIELD

EXISTING OIL AND GAS FIELD

EXISTING OIL PIPELINES

NEW OIL PIPELINES TO BE BUILT

EXISTING GAS PIPELINES

NEW GAS PIPELINES TO BE BUILT

WELLS

This map was produced by the Map Design Unit of The World Bank.The boundaries, colors, denominations and any other informationshown on this map do not imply, on the part of The World BankGroup, any judgment on the legal status of any territory, or anyendorsement or acceptance of such boundaries.

GSDPMMap Design Unit