Terms of Reference

1. Brief overview 

Revenue Mobilisation, Investment and Trade (REMIT) programme is a nine-year (2019- 27) technical assistance programme funded by the Foreign, Commonwealth & Development Office (FCDO), United Kingdom to support Pakistan in implementing strategic reforms in the realm of economic development, trade, investment and revenue mobilisation. The key outcomes under the programme will be contributing towards strengthening the macroeconomic stability and improving conditions for high and sustained growth, mutual prosperity, job creation and poverty reduction in Pakistan. More specifically, REMIT programme aims at supporting the Government of Pakistan in the following areas:

1. Enhance revenue mobilisation capabilities and help raise the tax/GDP ratio by increasing the number of taxpayers; 

2. Address the investment climate constraints faced by local and international businesses and support Pakistan in moving towards being one of the top reformer countries to do business in creating ease for businesses;

3. Facilitate trade and drive competitiveness by reducing barriers to trade and reducing Pakistan’s trade deficit by helping increase exports; 

4. Modernise formulation and implementation of macroeconomic policy to avoid future financial crises.

As a part of Investment Climate workstream, REMIT, in partnership with FCDO and the Government of Pakistan, will (i) deliver IPO-readiness support to local firms looking to raise capital through listed instruments domestically and internationally; and (ii) advise Pakistan’s investor relations institutions to improve sustained outreach to international investors. This initiative seeks to improve market preparedness, visibility, and credibility through non-advisory, implementation-focused support delivered via existing, regulated market channels. Working in partnership with the Government of Pakistan and FCDO, REMIT’s objective is to tackle information asymmetries facing investors and issuers, and to enable a more informed, coordinated, and durable approach to international investor engagement, while ensuring full regulatory compliance. The initiative seeks to address broader ecosystem-level, institutional, and firm-level readiness gaps through structured diagnostics, international benchmarking, stakeholder engagement, and development of practical guidance aligned with global capital market standards and norms.

2. Task Background

Pakistani technology firms and those in other priority sectors have demonstrated strong growth potential; however, many face challenges in meeting the governance, regulatory, financial reporting, and market-engagement requirements necessary for overseas listings. These challenges include limited familiarity with international listing pathways, fragmented advisory support, and absence of a consolidated, Pakistan-specific readiness framework aligned with global exchanges.

To address these constraints, REMIT intends to engage a qualified firm to design and deliver a structured non-advisory IPO-readiness support to shortlisted firms and advise Pakistan’s investor relations institutions to improve sustained outreach to international investors. The firm will undertake ecosystem-level diagnostics, benchmark Pakistan’s readiness against international best practices, map relevant LSE listing pathways, and develop a practical playbook tailored to the Pakistani context.

The assignment will include piloting firm-level readiness support for a selected cohort of high-potential technology firms and those in other high-potential sectors, with a focus on factors including governance, compliance, disclosure, investor relations, and strategic positioning. The work will be implemented through close coordination with relevant public and private sector stakeholders to ensure ownership, sustainability, and applicability of outputs. The assignment will also strengthen MoITT/SECP/PSX/PSEB coordination so that support can be sustained beyond this intervention.

3. Objectives of the Assignment and Scope of Work

The overarching aim of this assignment is to increase investment flows into Pakistani companies from London, as a leading hub for emerging and frontier market investing. The focus of this assignment is public equity markets – including flows into companies listed in Pakistan and into Pakistani companies looking to debut in London. Specific objectives include:

• Identify high potential industries from REMIT’s priority sectors and high potential subsectors, at a minimum including Pakistan’s technology sector.

• Map institutional arrangements for investor relations and develop initial reflections and recommendations on how government and sell-side industry could improve the quality and timeliness of information related to priority sectors/subsectors reaching international investors. 

• Brief potential issuers in priority sectors and subsectors on the IPO process and potential advantages and risks associated with listing in London.

• Engage in-country and assess readiness: Conduct an in-country mission (with MoITT, SECP, PSX, PSEB, Pakistan Business Council, and other relevant GoP counterparts) to run market clinics and confidential 1:1 diagnostics; identify and shortlist firms with credible listing potential, including (i) IPO-Ready firms and (ii) High Potential firms that could list within 1-3 years.

• Provide firm-level roadmaps: For shortlisted firms, produce concise IPO-readiness roadmaps with gap-closing actions and indicative timelines.

• Pilot and evidence what works: Provide targeted, non-advisory pilot support to a minimum of 3-4 firms from each shortlist category (IPO-Ready and High Potential) to accelerate their progress towards listing, coordinating with appropriately authorised UK practitioners where needed, without providing regulated investment advice or arranging deals.

• Develop the toolkit: Produce the Pakistan Tech IPO Playbook (Alpha → Final), a practical toolkit with step-by-step guidance, templates, checklists, and anonymised case material drawn from scorings and pilots.

• Launch and sustain momentum: Publish and launch the Playbook, run dissemination for firms and intermediaries, and propose a light follow-on tracking mechanism (pipeline dashboard, issue log, review cadence) to sustain engagement after contract close.

• Uphold neutrality and data protections: Maintain vendor neutrality, GDPR-compliant data handling, and anonymise private company references in public outputs unless written consent is obtained. 

Scope of Work

Phase 1 Outputs 

Phase 1 aims to identify a shortlist of IPO-Ready and high-potential firms that will receive targeted technical support during Phase 2.

• Inception Report and Final Workplan

Develop an inception report and confirm project objectives, methodology, governance arrangements, and delivery approach in close consultation with REMIT and the Project Steering Committee. This output will include a detailed workplan and Gantt chart, a Compliance and Risk Management Plan, and agreed means of verification to guide and monitor delivery across subsequent outputs.

• Sector and Subsector Scoring Memo

Develop and apply transparent appraisal criteria to prioritise sectors and subsectors with credible potential for public equity investment. Drawing on structured stakeholder engagement and data collection, the analysis will identify key market players, binding constraints to investment flows, and refine the project problem statement for priority sectors and subsectors.

• IPO Briefings

Prepare and deliver sector-specific, informative briefings on IPO processes in Pakistan and relevant international public equity markets, highlighting potential advantages and risks using publicly available information. Briefings will be delivered in coordination with PSX and LSEG, and will be used to identify IPO-Ready and High-Potential prospective issuers.

• Firm Scoring and Lessons Learned Memo

Using agreed, transparent criteria, the supplier will assess firms emerging from stakeholder engagement and IPO briefings to identify those with credible listing potential. Firms will be categorised into IPO-Ready and High-Potential groups. Lessons from the scoring process will inform proposed refinements to the framework ahead of future applications. 

Based on their assessment of the quality and needs of shortlisted firms, the supplier will develop and propose a cost-sharing or cost-recovery model for activities delivered in Phase 2. These models could include both in-kind and financial contributions from benefitting firms to the technical support on offer and/or recovery of sunk costs associated with the listing process in the event that a transaction is executed. All models should aim to (i) maximise commitment by the benefitting firm without deterring their involvement; (ii) minimise any potential distortions to firm decision-making; and (iii) maximise the number of firms that can be reached with high-quality support given the project’s constrained budget.

• Investor Relations Recommendations Memo and Phase 1 Presentation

Map Pakistan’s existing investor relations architecture and provide reflections and recommendations to strengthen engagement with international frontier market investors. This output will not constitute a full strategy but will identify priority issues, opportunities for further analysis, and conclude with a presentation to the Steering Committee summarising progress across Phase 1.

The Project Steering Committee will review all outputs from Phase 1 and provide a go/no-go determination before the project team proceeds to Phase 2. This determination will be based on the quality of the proposed shortlist assessed against objective criteria and the viability of proposed cost-sharing or cost-recovery models for Phase 2.

Naming protocol: Public outputs will not name private companies; case materials will be anonymised unless written consent is obtained.

Phase 2 Outputs(Subject to REMIT’s Approval)

Subject to a successful conclusion of Phase 1, Phase 2 will develop firm-level IPO or IPO-readiness roadmaps and provide technical support to shortlisted firms in executing these roadmaps. The number of benefitting firms will be subject to available budget and agreed cost-sharing/cost-recovery models but will include a minimum of 3-4 firms from each shortlist category (IPO-Ready and High Potential).

Based on firm-level scorings, the project team will provide targeted, non-advisory support to advance firms on their journey to domestic or international listing. This support will start with the preparation of time-bound roadmaps to IPO/IPO-readiness, itemising the specific actions each firm should undertake to fill gaps identified during the scoring phase. Once roadmaps are agreed with each firm, the project team will provide prioritised assistance to implement roadmap activities within the project budget and timelines. Where regulated input is necessary, the project team will coordinate with appropriately authorised UK practitioners without providing investment advice or arranging deals.

• Final Pakistan Tech IPO Playbook

Building on firm-level diagnostics, the supplier will provide targeted, non-advisory IPO-readiness support through time-bound roadmaps addressing identified gaps. Lessons from implementation will be captured and consolidated into a Pakistan Tech IPO Playbook, including anonymised case studies, to support future market participants and institutions.

• Completion Report and Sustainability Plan

The supplier will prepare a final report summarising activities, results, and lessons learned across both phases. This will be accompanied by a Sustainability Plan outlining market-led options for continued diagnostics and IPO-readiness support, alongside a light-touch framework to track progress against proposed actions.

• Scope Guardrails (Phases 1–2)

All support will be non-advisory, process-focused, and delivered through existing, regulated market channels. The supplier will not provide investment advice, arrange transactions, or market securities; any regulated inputs will be sourced through appropriately authorised partners, with strict information barriers, conflict-of-interest controls, GDPR-compliant data handling, vendor neutrality, and the Government of Pakistan retained as the visible lead. 

4. Functional Requirements

Timelines 

The firm is expected to deliver the assignment in a phased manner over a period of approximately 28-30 weeks and will be carried out in two sequential phases, with Phase 2 commencing upon formal sign-off of Phase 1 deliverables, aligned with the objectives of the London Stock Exchange Access: Pakistan Tech IPO Readiness Playbook Development project. The indicative timeline is as follows:

Phase 1 – Inception, Diagnostics, and Firm Screening (8-10 weeks)

Phase 1 will focus on project inception, market diagnostics, firm screening, and the development of an initial investor-facing pathway. The supplier will submit an Inception Report setting out the finalised workplan, governance arrangements, and agreed means of verification. This phase will deliver sector and subsector prioritisation, IPO briefings, and firm-level scoring to identify IPO-Ready and High-Potential firms. The supplier will also review relevant investor relations institutions and arrangements, and document reflections and high-level recommendations. Phase 1 will conclude in 8-10 weeks with an Investor Relations Recommendations Memo, a consolidated Phase 1 presentation, and a first-version IPO Pathway Map for approval by REMIT and FCDO.

Phase 2 – Piloting, Consolidation, and Sustainability (20-22 weeks)

Phase 2 will commence following formal approval of Phase 1 outputs and will focus on piloting targeted, non-advisory IPO-readiness support and consolidating lessons learned. The supplier will implement agreed time-bound roadmaps with shortlisted firms and capture evidence through structured monthly progress briefs. This phase will deliver the Final Pakistan Tech IPO Playbook, incorporating anonymised case studies and practical insights in 20 weeks. The assignment will conclude with a Completion Report, Sustainability Plan, and an updated IPO Pathway Map submitted for approval to REMIT and FCDO by project week 30.

Pakistan License, Clearance and Approvals

The prospective vendors will include in the timeline any time needed to obtain any licenses, clearances, and/or approvals required under local legal requirements to produce or deliver the products and/or services described in the Scope of Work.

Qualifications and Experience 

Firms should have demonstrated experience in the following: 

• International capital markets advisory, IPO readiness programmes, or capital market ecosystem development, particularly in emerging and developing economies.

• Delivering large-scale analytical or advisory projects focused on improving access to finance, capital market development, or investment facilitation.

• Expertise in conducting regulatory and policy diagnostics, including assessment of legal, institutional, and procedural frameworks affecting capital market access.

• Benchmarking domestic regulatory and capital market frameworks against international best practices, including UK or comparable markets.

• Design and deliver structured playbooks, toolkits, or guidance materials for private sector firms on compliance, governance, and market readiness.

• Gather and analyse stakeholder feedback, including regulators, ministries, stock exchanges, professional advisors, investors, and private sector firms.

• Project management, including coordination of multi-disciplinary teams comprising legal, financial, policy, and technical experts.

• Supporting institutional capacity building and knowledge transfer to public sector counterparts.

• Deploy digital tools or structured analytical frameworks for diagnostics, benchmarking, and monitoring progress.

The supplier should be able to demonstrate:

• Availability of a technical team with on-ground presence or strong engagement capability in Pakistan.

• Demonstrated understanding of the scope of services required and ability to deliver outputs within agreed timelines.

• Availability of references or verification from previous clients confirming satisfactory delivery of similar assignments.

5. Instructions to Bidders

Bidders should examine all Instructions, Terms and Conditions as given in the RFP. Failure to furnish information required in the RFP or submission of Bids not substantially responsive or viable in every respect will be at the Bidder’s risk and may result in rejection of the bids. Bidders should strictly submit the Bid as specified in the RFP, failing which the bids will be held as non-responsive and will be rejected. 

Bids shall compromise a single package containing two folders: 

1. Technical Proposal  

2. Financial Proposal 

Bidders should send soft copies of the Technical and Financial Proposal to the following address: 

Soft copies to be sent to: [email protected]

Proposal Weightings 

1. Technical Proposal 

2. Financial Proposal 

Prospective firms must be legally registered under the laws of the country in which they are organized and possess all licenses, permits and government approvals necessary for performance of the work. 

6. Proposal Terms

1. Prospective Firms’ Understanding of the Solicitation

Prospective contractors are responsible for understanding the solicitation in its entirety and each of its elements and should make inquiries to ASI as necessary to ensure such understanding. ASI reserves the right to disqualify any prospective vendor that it determines, at its sole discretion, does not understand the solicitation or any of its elements. Such disqualification shall be at no fault, cost, or liability whatsoever to ASI.

2. Information from ASI

All information provided by ASI in this solicitation is subject to change at any time. ASI makes no certification as to the accuracy of any item and is not responsible or liable for any use of or reliance on the information or for any claims asserted therefrom.

3. Communication

All communications related to the RFP must be in writing to the above-mentioned point of contact. Verbal communication shall not be effective unless formally confirmed in writing by the procurement official listed in a sealed envelope to our designated location in Lahore.

1. Formal Communications shall include, but are not limited to the following:

• Questions concerning this solicitation must be submitted in writing to the contact person mentioned above. 

• Errors and omissions in this solicitation, as well as enhancements. Prospective firms should notify ASI of any discrepancies, errors, or omissions that may exist within this solicitation. Prospective vendors should recommend to ASI any enhancements to the work described in the solicitation which might be in ASI’ best interests.

• Inquiries about technical interpretations must be directly asked from contact person (Alex Harris).

2. Addenda: ASI will make a good-faith effort to provide a written response to the questions or requests for clarifications in the form of written responses or addenda in accordance with the Schedule of Events.

3. Posting Online: Copy of this solicitation, will be available online at www.BrightSpyre.com.

4. Non-Disclosure Agreement

ASI reserves the right to require the prospective firms to enter into a non-disclosure agreement.

5. No Collusion

Collusion is strictly prohibited. Collusion is defined as an agreement or compact, written or oral, between two or more parties with the goal of limiting fair and open competition by deceiving, misleading, or defrauding a third party.

6. Companies Owned or Controlled by Government

The prospective vendor must disclose in writing with its Response if a government, its agents, or agencies, have an ownership or managerial interest in the company. Failure to disclose a government ownership of managerial interest in the company will result in the prospective contractor’s offer being removed from consideration.

7. Subcontracting

The prospective contractor must disclose in writing with its Response any subcontracting that will take place under an award. Failure to disclose subcontracting relationships will result in the prospective contractor’s offer being removed from consideration. (if permitted by the solicitation)

8. Costs

The solicitation does not obligate ASI to pay for any costs, of any kind whatsoever, which may be incurred by a prospective contractor/vendor or third parties, in connection with the Response.

9. Intellectual Property

Prospective vendors may not use any intellectual property of ASI including, but not limited to, all logos, trademarks, or trade names of ASI, at any time without the prior written approval of ASI.

10.  Prospective Contractors’ Responses

All accepted Responses shall become the property of ASI and will not be returned.

11.  Partial Awarding

ASI reserves the right to accept all or part of the Response when awarding a contract.

12.  No Liability

ASI reserves the right to accept or reject any Response or to stop the procurement process at any time, without assigning any reason or liability. ASI shall not be liable to any prospective contractor, person, or entity for any losses, expenses, costs, claims, or damages of any kind.