Macquarie Renaissance Infrastructure Fund

Summary of Proposed Investment

This Summary of Proposed Investment is prepared and distributed to the public in advance of the IFC Board of Directors’ consideration of the proposed transaction. Its purpose is to enhance the transparency of IFC’s activities, and this document should not be construed as presuming the outcome of the Board decision. Board dates are estimates only.

Project number	26893
Company name	Macquarie Renaissance Infrastructure Fund
Country	Russian Federation
Sector	Collective Investment Vehicles
Environmental category	FI
Department	Infrastructure
Status	Pending Approval

Date SPI disclosed	March 28, 2008
Projected board date	May 22, 2008

Overview

Sponsor/Cost/Location

Development Impact

Contacts

Attachments

Project description

Subject to Macquarie Group and Renaissance Group approvals, the Macquarie Renaissance Infrastructure Fund (MRIF or the Fund) is intended to be established as a $1-1.5 billion closed-end fund that will seek to make equity and equity related investments in a portfolio of infrastructure assets located in Russia, Armenia, Azerbaijan, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Tajikistan, Turkmenistan, Ukraine and Uzbekistan (collectively referred to as Russia and other CIS countries). MRIF will seek to generate stable and long-term returns by investing in a diversified portfolio of infrastructure projects. Target assets will include, but not be limited to roads, airports, ports, electricity and gas transmission and distribution networks, heating networks communication infrastructure, rail networks, water and sewerage utilities and social infrastructure.

Project sponsor and major shareholders of project company

The Fund will be jointly managed by Macquarie Capital Funds (Europe) Limited (MCFEL) and Renaissance Investment Management (UK) Limited (RIM (UK)).

Macquarie Capital is a division of the Macquarie Group, which is headquartered in Sydney, Australia and listed on the Australian Securities Exchange. Macquarie Group is a diversified international provider of banking, financial, advisory and investment services, with a market capitalization of over $14 billion as of March 25, 2008. Macquarie Capital’s ability to source and acquire unique assets has allowed it to develop a number of specialist funds globally (including in the infrastructure and real estate sectors). With more than 12,000 staff located in 25 countries, the Macquarie Group has established 33 listed and unlisted infrastructure investment vehicles in Australia, Asia, the Middle East, Europe and North America. The group has $49 billion of infrastructure and essential services equity under management as of December 31, 2007.

RIM (UK) is a member of the Renaissance Group. The Renaissance Group is an independent group of finance, investment and asset management companies specializing in creating value in the high-opportunity emerging markets in which it operates. The Renaissance Group’s origins date back to 1995 with the establishment of a Russia-based investment bank, Renaissance Securities. Many of the Renaissance Group’s senior management have been based in Russia and/or operated in the Russian capital markets since the company’s inception. Since 2004, the Renaissance Group has expanded into other CIS markets by entering Ukraine and later Kazakhstan. The Renaissance Group began operations in Sub-Saharan Africa in 2006, and is replicating its successful business model in this high-opportunity region.

Total project cost and amount and nature of IFC's investment

The sponsors, being MCFEL and RIM (UK), expect to raise $1.0 billion to $1.5 billion for the Fund. IFC is considering providing up to $100 million in equity.

Location of project and description of site

MRIF will be established as an offshore registered entity making investments in CIS countries with a focus on Russia, Ukraine and Kazakhstan.

Anticipated development impact of the project

Infrastructure is the underlying foundation of basic services, facilities and institutions upon which the growth and development of a modern community depends. Assets such as reliable motor and rail road networks are essential to the sustainability and growth of an economy, and to the quality of life of the people living within and across the communities connected and served by those assets.

The project will address a key constraint for developers of private or public-private partnership infrastructure projects in CIS countries – the availability of equity capital. Given the large funding requirements and the long gestation periods of infrastructure projects, we anticipate that the fund will facilitate the development of infrastructure projects in the region.

The Fund is also expected to impose market discipline on investee projects, leading to better alignment with demand for infrastructure services, more efficient management, and lower operating and maintenance costs.

IFC's expected development contribution

Through its investment in MRIF, IFC will strengthen its partnership with the Macquarie Group and work with the Renaissance Group for the first time to create an infrastructure fund which will consider investment opportunities in the CIS region, with Russia, Ukraine and Kazakhstan being the key target countries. IFC will:

- Provide up to $100 million in equity;
- Play a catalytic role in supporting a new fund manager partnership;
- Help the Fund adopt best-practice corporate governance at the portfolio companies;
- Use its knowledge and experience with regional infrastructure projects to help the Fund, whose investment objectives closely match those of IFC, enter a new market;
- Encourage the success of a new sub-asset class in the CIS region with a focus on Russia, Ukraine and Kazakhstan, since long term infrastructure equity is a new fund type in the region. IFC’s reputation and experience as an infrastructure investor will enhance market acceptance of the Fund;
- Help the manager increase its chances of raising capital from international capital markets to ultimately raise up to $1.5 billion for investing in infrastructure; and
-Enhance MRIF’s internal E&S management systems and capacity by assisting the Fund in incorporating IFC’s Performance Standards into its E&S management approach.

Environmental and social issues - Category FI

This project has been classified as a Category FI project according to IFC’s Environmental and Social Review Procedure.

During appraisal, IFC will analyze the activities proposed to be supported with IFC financing for types of transactions and infrastructure sectors, and determine the applicable requirements, that are expected to be:

- The IFC FI Exclusion List;
- The applicable local Social and Environmental Laws and regulations; and
- The IFC Performance Standards (PS).

IFC will also review the capacity of MRIF to manage social and environmental risks and to establish and maintain a Social & Environmental Management System (SEMS). If required, IFC will suggest Supplemental Actions to address any gaps in the SEMS.

Based on the review, MRIF will be required to:

- Develop or upgrade, if necessary, the SEMS, prior to disbursement to the satisfaction of IFC;
- Identify responsible, qualified persons to manage and implement the SEMS;
- Commit to implement the SEMS, to ensure that investments supported by IFC financing are in compliance with the Applicable Requirements;
- Commit to take action to remedy any gaps in SEMS implementation on an ongoing basis; and
- Submit a periodic report to IFC describing the environmental and social performance of MRIF’s investments.

IFC PROJECTS