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Tender

Provision Of Legal And Tax Due Diligence And Transaction Documentation Services With Respect To A Proposed Investment In Indlu Property Partners Warehouse Facility And Social Bond

OPEN

Deadline:

23-Feb-26 @ 12:00pm (EAT)
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  1. Introduction

FSD Africa Investments (“FSDAi”) wishes to contract a consultant (the “Consultant”) to provide legal due diligence and transaction documentation services with respect to its proposed investment of ZAR [151] million into Indlu Property Partners (IPP), comprising a Warehouse Facility of (ZAR [111] million) and a Social Bond of (ZAR [40] million). The consultant will provide FSDAi with all necessary legal and tax advice and support during negotiations and drafting required for the proposed transaction, as required.

The following TORs sets out the role and scope of work.

  1. Project Background
  • FSD Africa

FSD Africa is a specialist development agency working to reduce poverty by strengthening financial markets across sub-Saharan Africa. Based in Nairobi, FSD Africa’s team of financial sector experts work alongside governments, business leaders, regulators, and policy makers to design and build ambitious programmes that make financial markets work better for everyone. Established in 2012, FSD Africa is incorporated as a non-profit company limited by guarantee in Kenya. It is funded by UK aid from the UK government’s Foreign, Commonwealth and Development Office (FCDO). (www.fsdafrica.org)

  • FSD Africa Investments

FSDAi is the investment arm of FSD Africa. FSD Africa transforms financial markets in sub-Saharan Africa and the economies they serve to create jobs, build resilience, and reduce poverty. It does this through technical know-how, capacity support, market insights and grants. Where there are opportunities to drive financial market transformation more quickly and intensively through capital investment, FSD Africa will deploy equity, loans or guarantees as the situation requires, through FSDAi. As such, FSDAi finances high risk businesses and funds operating in the financial sector that have potential for high impact in financing the real economy and bringing about systemic financial market change. FSDAi is set up as a separate legal entity from FSD Africa but shares a common governance structure and operational policies with FSD Africa.

  • Indlu Property Partners

IndluLiving (Indlu or Sponsor) is a South Africa-domiciled housing finance and development company that empowers township landowners and micro-developers to build and manage affordable rental housing through a vertically integrated model combining property finance, construction oversight, rental management, and digital technology. The word “Indlu” means house or home in several Southern African languages.

Founded in 2017, IndluLiving has financed over ZAR 300 million in housing projects, creating more than 2,200 rental units and generating over 3,100 jobs, including permanent and medium-term roles in construction and property services.

 

  • The Transaction

IndluLiving is launching a ZAR 750 million social bond programme, supported by a ZAR 150 million warehousing facility, to securitise its IPP loan portfolio and crowd in commercial and concessional capital. The warehouse facility will originate and season affordable rental property development loans until post construction. The warehouse facility will then do batched sell-downs to the securitisation SPV/social bond platform (Issuer SPV) with proceeds recycled to advance more loans, until maturity of the warehouse, at which point, the proceeds from the sale of the last cohort of IPP loans will be used to settle the warehouse facility. The expected term of the warehouse to get to required amount ranges between 2-3 years, depending on the frequency at which eligible IPP loan cohorts are sold to the Issuer SPV.

  1. Engagement Scope
    • Objective

The purpose of the assignment is to conduct legal due diligence on key counterparties to ensure that they are fit for purpose, and that the structure of the envisaged transaction is line with best practice, and South Africa laws and regulations. Once this has been ascertained, the consultant will review the tax implications of the transaction on FSDAi as a Kenya-registered and domiciled entity and then support for negotiation and documentation to consummate the investment.