Platform Governance Structure
Ruvuma Energy is governed through a Platform HoldCo with three ring-fenced SPVs — each with independent boards, standalone financial models, DFI/ECA observer rights, and government representation.
HoldCo / SPV Structure
Platform HoldCo
Consolidation vehicle. Holds equity in all three SPVs. Produces consolidated DSCR (~5.35×) for DFI lender reporting. AFC and AfDB hold board observer seats.
- ▸Viability Gap Plc — Developer Chair
- ▸N-Gas Ltd — In-country operations
- ▸GEFCO Invest Norway — Co-governance anchor
- ▸AFC nominee — DFI observer seat
- ▸Government observer seats — GoT and GoM
SPV1 — Eco-Industrial Park & Power
Sovereign PPA anchor. Operates 810 ha binational EIP and 300 MW NovaLT™ power plant. AFC/AfDB/KfW senior debt with 3-year construction grace. TANESCO/EDM sovereign offtake.
- ▸HoldCo (controlling majority)
- ▸KfW IPEX-Bank nominee — ECA lender seat
- ▸Government of Tanzania (GoT) representative
- ▸Government of Mozambique (GoM) representative
- ▸Independent technical director — Owner's Engineer
SPV2 — LNG Liquefaction Complex
ECA-heavy structure. Samsung E&A EPC. Baker Hughes NMBL/LM9000. ENH gas supply. Binding long-term LNG offtake for export to India, Japan, and Kenya. KfW IPEX-Bank ECA mandate.
- ▸HoldCo (controlling majority)
- ▸KfW IPEX-Bank nominee — ECA lender seat
- ▸ENH observer — Mozambique gas supply counterparty
- ▸TPDC observer — Tanzania gas commercialisation
- ▸Independent technical director — Samsung E&A liaison
SPV3 — Virtual Pipeline System
IFC revolving facility. 10-hub regional VP network across five countries. Highest equity ratio (60%). Full IFC Performance Standards compliance as a lending prerequisite.
- ▸HoldCo (controlling majority)
- ▸IFC nominee — revolving facility lender seat
- ▸Regional hub operator representative seats
- ▸Independent ESG monitor — IFC PS compliance
Six Core Governance Commitments
Ring-Fencing
Each SPV is legally ring-fenced with independent board, accounts, and cashflows. No cross-default between SPVs unless explicitly permitted at HoldCo level.
Independent Oversight
Owner's Engineer independently monitors construction progress and quality across all EPC work packages. Lender technical advisor appointed by AFC/AfDB separately.
DFI Observer Rights
AFC and AfDB hold board observer seats at HoldCo and SPV1/SPV2 level. KfW IPEX-Bank holds an observer seat at SPV1 and SPV2. IFC holds an observer at SPV3.
Government Representation
Government of Tanzania and Government of Mozambique each hold observer seats on SPV1 and SPV2 boards. ENH and TPDC hold sector-specific observer roles.
ESG Governance
An independent ESG monitor is appointed for IFC Performance Standards compliance. Quarterly ESG reporting to all lenders. Grievance mechanism independently managed.
Local Content Compliance
TPDC local content requirements (Tanzania) and MIREME requirements (Mozambique) are hardwired into EPC contracts and monitored by in-country operator N-Gas Ltd.
Regulatory & Standards Compliance
DFI Compliance Note: All financing disbursements by AFC, AfDB, KfW IPEX-Bank, and IFC are conditioned on ongoing compliance with the above frameworks. The independent Owner's Engineer and ESG Monitor report directly to the lender group on a quarterly basis throughout construction and the first five years of operations.
ESG & Sustainability
Governance commitments are enforced through the ESG compliance stack — IFC Performance Standards, Equator Principles, and dual-country ESIA.