Provision of Advice on and execution of specific corporate transactions

A Corporate Finance advisor / support resource is required to support the 4th National Lottery licence competition programme team - alongside existing independent advisory groups and legal advisors - to augment the skills and experience already in place.

This will ensure that the programme can bring to bear detailed knowledge of the Lottery and investor market to deliver the best bids and outcome from the competition.

The resource will also (i) undertake robust assessments of the sustainability of the bids from a funding perspective; (ii) advise on the evaluation framework for the competition; (iii) provide expert resource for the relevant parts of bid evaluation; and (iv) advise on any corporate finance issues post-licence award.

The volume and type of resource will change through the life of the contract to align with the stages of the programme.

To reflect this, it is anticipated that most tasks will be delivered as discrete packages of work.

However, there will be a need for advice to be provided on-demand, and as such a call-off arrangement for expert resources will also be required.

The resource will undertake the following activities: Market Engagement and Making (up to mid-2020) o Independent review of market engagement activity to-date o Development and delivery of strategies for building market interest, including marketing the financial opportunity to potential investors o Assessing the attractiveness, from the market's perspective, of the National Lottery financial opportunity o Advise on approaches and risks associated with consortium bids Policy and Licence Design (up to end 2019) o Analyse and assess the financial aspects (e.g. investment revenue, and Returns to Good Causes) of policy decisions, for example Retention Structures, Length of Licence, Channels of Sale etc. o Advise on licence design and whether options considered are likely to be differentiators for investors, and/or attract different types of investment o Advise on market's tolerance and appetite for financial risk, to inform policy and licence design activity o Support the Executive Director and the Board in its decision-making on trade-offs between policy outcomes and commercial viability Support the Programme Executive in the overall coordination of activities.

Competition Phase (2020 - 2021) o Advise Executive Director and Board on robustness of financial evidence o Advise on financial sustainability of potential bidders, and availability of finance for up-front investment o Support evaluation of bidder's proposals, in order to deliver against the three Statutory duties (e.g.

Propriety, Player Protection, maximising value of Return to Good Causes) o Assess financial risk of bidder's proposals for innovation o Support the final negotiation of the licence Transition Phase (2021 to 2023) Advise on any relevant corporate finance issues, for example changes in financing and/or owner