Rudo Magundani
Scanlen and Holderness Solicitors, Harare

Public–private partnerships (PPPs) have assumed a central role in Zimbabwe’s approach to infrastructure development and public service delivery. This policy direction is anchored in the National Development Strategy 2 (NDS 2), Zimbabwe’s second five-year national development plan covering the period 2026–2030, which provides the overarching framework for economic reform, infrastructure investment and private sector participation in pursuit of Vision 2030.1 Under NDS 2, large-scale investments in transport, energy, water, sanitation and housing are prioritised, with PPPs identified as an essential mechanism for leveraging private sector financing in the delivery of capital-intensive projects.

Introduction

In March 2026, the Government of Zimbabwe approved the Zimbabwe Public–Private Partnership Guideline 2026 (the ‘PPP Guideline’),² published in terms of the Zimbabwe Investment and Development Agency Act (the ‘ZIDA Act’).³ The approval of the PPP Guideline marked a significant development in Zimbabwe’s public–private partnership (PPP) regulatory framework. While the ZIDA Act provided the legislative foundation for PPPs, and established the institutional framework for their development and approval, the practical implementation of PPP projects had long been hampered by the absence of a comprehensive operational framework. There was no single consolidated instrument governing the entire PPP project cycle, from project identification and appraisal to procurement, implementation, monitoring and exit. As a result, contracting authorities, private investors and sector regulators operated in an environment of procedural uncertainty. The PPP Guideline addresses this gap. It is the first dedicated and comprehensive operational instrument governing PPPs in Zimbabwe and provides a structured framework for the development, procurement, approval and implementation of PPP projects. Its legal significance is considerable: the PPP Guideline provides that it ‘shall be the primary source document guiding the implementation of PPPs in Zimbabwe as read with the ZIDA Act’ and ‘shall have the same force of application and legal effect’ as the Fourth Schedule to the ZIDA Act.⁴

Building on the legislative foundation established by the ZIDA Act, the PPP Guideline provides the operational framework that was previously absent. It was developed in accordance with the PPP procedures set out in the ZIDA Act and the Public Procurement and Disposal of Public Assets Act (the ‘PPDPA Act’), which governs public procurement by state entities in Zimbabwe. The PPP Guideline also draws on international best practices, including the Common Market for Eastern and Southern Africa (COMESA) Model PPP Law and Guidelines.⁵ The PPP Guideline regulates the entire PPP project cycle, covering project identification, preparation, appraisal, procurement, approval, implementation, monitoring and exit. Importantly, compliance with the PPP Guideline is mandatory. Accordingly, all contracting authorities and private counterparties seeking to enter into PPP arrangements in Zimbabwe are required to adhere to its provisions.

It is within this new and materially significant legal landscape that this article focuses specifically on unsolicited PPP proposals. The choice of focus is deliberate – the majority of proposals received by the Zimbabwe Investment and Development Agency (ZIDA) are unsolicited.⁶ This pattern reflects a broader reality in emerging markets: private investors frequently identify infrastructure opportunities before governments do, particularly in capital-constrained economies where public project pipelines are thin. For investors and their advisers, understanding how Zimbabwe’s new framework regulates unsolicited proposals is therefore of immediate practical importance.

What is an unsolicited PPP proposal?

The PPP Guideline defines an unsolicited PPP proposal as one ‘initiated by a private party (Counterparty) and submitted to a public entity (Contracting Authority) without the public entity asking for it’, typically to suggest a project, idea or innovation the private party believes could benefit the public entity.⁷ One condition matters most at the outset: ‘such a project should not be in the public entity’s project pipeline or short to medium term strategic plan’. If it already is, it is not a genuine unsolicited proposal for the purposes of the PPP Guideline.

Unsolicited proposals within a competitive framework

The PPP Guideline is unambiguous. An unsolicited proposal confers no entitlement on the investor to exclusive negotiation, sole source contracting or automatic project award. Its stated overarching principle is that ‘all unsolicited proposals are channelled into a transparent, competitive process where challengers have a fair chance of winning the tender’.⁸ Unsolicited proposals are subjected to the same rigorous appraisal as solicited proposals, including independent feasibility assessment and full competitive bidding for price discovery.

Origination of the idea earns the unsolicited bidder a specific procedural advantage at the bid evaluation stage, that is, the opportunity to match the winning bid, a mechanism commonly known internationally as a Swiss challenge or bid-matching mechanism.

The lifecycle of an unsolicited proposal

Step 1: Submission and initial assessment

An unsolicited proposal is initiated by a private party and submitted to the relevant contracting authority. The contracting authority must first ensure that the expression of interest satisfies the criteria for a Project Concept Note (PCN):⁹ it must clearly identify the problem to be addressed, outline the proposed solution, demonstrate alignment with national priorities and the contracting authority’s mandate, demonstrate the project’s capacity to generate sufficient revenue and demonstrate user affordability. No commercial terms are negotiated at this stage. The assessment is limited to strategic alignment and to securing the contracting authority’s own internal approvals, such as board or council resolutions and line ministry support, before the project proceeds further.

Step 2: Pre-feasibility study (14 working days)

If the concept is approved, the contracting authority develops a Pre-Feasibility Study (PFS), a preliminary assessment of the project’s technical, economic, legal, institutional and financial viability, and its impact on public finances. The PFS, the PCN, the internal approvals and a line ministry support letter are submitted to ZIDA, which must complete its review within 14 working days of receiving a complete and compliant submission.¹⁰ That clock only starts once the submission is complete, so investors should plan for longer in practice.

Step 3: PPP Committee approval of the project and investor

This step applies only to unsolicited proposals. Before a Full Feasibility Study (FFS) may be commissioned, the PPP Committee – the Cabinet-level body established under the ZIDA Act to appraise every proposed PPP project before it reaches Cabinet – must approve both the project and the investor.¹¹ It is chaired by the Secretary of the Ministry responsible for Finance and includes the secretaries responsible for industry and commerce, transport and infrastructural development, energy and power development, local government, justice and economic planning, together with a representative of the Attorney-General at director level and the chief executive officer (CEO) of ZIDA. A representative of the contracting authority whose project is under consideration may attend but has no vote.¹² The Committee checks that a project complies with the ZIDA Act, the PPP Guideline and the PPDPA Act, and is consistent with national priorities, before making its recommendation to Cabinet, and it also receives ongoing monitoring and evaluation reports once a PPP project is under implementation. This early check reduces the risk of the process being shaped entirely by the proponent’s own assumptions before independent assessment occurs.

Step 4: FFS, at the investor’s cost

Once approved, the contracting authority commissions an FFS, a comprehensive evaluation of technical, financial, economic, legal, environmental and social viability, and the basis on which Cabinet ultimately decides to approve or reject the project.¹³ For unsolicited proposals, the PPP Guideline is explicit that the cost of the FFS is borne by the unsolicited bidder.¹⁴ This is the largest financial commitment an investor makes before knowing whether it will win the project and should be budgeted as an at risk cost. The FFS must, at minimum, confirm alignment with national priorities, assess affordability, evaluate the economic case, allocate risk across the project life, include an Environmental and Social Impact Assessment, record stakeholder consultations and present a detailed financial model for the project.

Step 5: ZIDA review of the FFS (28 working days)

ZIDA reviews the FFS to confirm that it meets the PPP Guideline’s requirements and that the project is viable as a PPP. ZIDA is allowed 28 working days to complete the review.¹⁵ Where it falls short, ZIDA advises the contracting authority of the gaps to be addressed. Once satisfied, ZIDA directs the contracting authority to proceed to tender.

Step 6: Competitive tender and bid matching (the Swiss challenge)

The procurement process largely mirrors that used for solicited PPP projects. The key distinction is that where the unsolicited investor’s proposal is not ranked first, it must be given an opportunity to submit a revised proposal matching the best bid received.¹⁶ If it matches the best bid, it is selected as the counterparty; if it does not, the higher-ranked bidder is awarded the project. The Request for Proposals (RFP), evaluation criteria and draft PPP agreement must be based on the FFS, comply with the PPDPA Act, and be approved by both ZIDA and the Procurement Regulatory Authority of Zimbabwe (PRAZ), the statutory regulator responsible for public procurement.¹⁷ PRAZ must also approve the bid evaluation report before the procurement outcome is confirmed.

Investors should not treat PRAZ approval as a procedural formality. Before committing to financial close, they should conduct thorough legal due diligence on the procurement process. A failure to comply with the PPDPA Act may expose an otherwise ZIDA-approved project to challenge, delay or even invalidation.¹⁸

Allocation of feasibility study costs and associated risks

Where the unsolicited investor fails to match the best bid and another bidder is selected, the successful bidder must reimburse the investor for the costs incurred in preparing the FFS.¹⁹ The unsolicited bidder’s involvement in the project then comes to an end.

Different cost consequences apply in two other scenarios. If the unsolicited investor is selected as the successful bidder, it bears its own FFS costs and is not entitled to reimbursement. Likewise, where the tender is unsuccessful or terminated by the contracting authority, the investor remains responsible for its FFS costs.²⁰

While this framework seeks to encourage private sector innovation without compromising competitive procurement, a number of practical uncertainties remain. The PPP Guideline does not prescribe a methodology for valuing or verifying FFS costs, provide a dedicated dispute-resolution mechanism for reimbursement claims or address confidentiality concerns where competing bidders may gain access to the originating investor’s feasibility assumptions during the tender process. Investors should therefore address these issues through careful contractual and procedural protections rather than relying on the PPP Guideline alone.

Step 7: Final proposal, PPP Committee and Cabinet

Once the procurement process has been completed, the contracting authority submits the Final PPP Project Proposal, the PRAZ-approved bid evaluation report and the draft PPP agreement to ZIDA. ZIDA reviews the submission and presents it to the PPP Committee, which assesses compliance with the ZIDA Act, the PPP Guideline, the PPDPA Act and national development priorities. If satisfied, the Committee recommends the project to Cabinet.

For PPP projects valued at more than US$5m, Cabinet is the final decision-maker.²¹ Cabinet may:

• approve both the project and the selected investor;
• approve the project, but reject the selected investor;
• reject the project and provide reasons; or
• grant approval subject to specified conditions.

From an investor’s perspective, a successful bid does not guarantee award of the project. The project only proceeds once the requisite government approvals, including Cabinet approval for larger projects, have been obtained.

Step 8: Agreement, investor licence and financial close

Once Cabinet approves the project, a negotiation team, comprising the contracting authority’s accounting officer and legal counsel, a technical expert, the Attorney-General’s Office, the Ministry of Finance’s Debt Management Office, the relevant line ministry and ZIDA,²² finalises the PPP agreement, which is filed with ZIDA and the Attorney-General’s Office within 48 hours of signature.

The investor must then obtain a project-specific PPP Investor Licence from ZIDA at a cost of US$50,000. For unsolicited proposals, 20 per cent of the licence fee, which is non-refundable, becomes payable once ZIDA’s preliminary assessment confirms that the project may proceed as a PPP. The remaining 80 per cent is payable following Cabinet approval.²³

The project then proceeds to financial close, which occurs once financing agreements have been executed and all conditions precedent have been satisfied. Thereafter, implementation is overseen by a Joint Implementation Committee comprising representatives of both parties, which reports to ZIDA throughout the life of the project until eventual asset handback.

Practical risks to plan for

The practical risks that should be planned for are as follows:

• cost disputes: with no set methodology for verifying FFS costs or resolving disagreements over quantum, investors should agree cost verification and payment timelines contractually up front;
• confidentiality and intellectual property: once a project reaches competitive tender, the investor’s technical and financial data becomes accessible to the contracting authority and, to some degree, to competing bidders, so the protection of proprietary information should be addressed before submission;
• realistic timelines: a realistic timeline for a well-prepared, large-scale project, from submission to Cabinet approval, is 18–36 months, considerably longer than the individual statutory review periods suggested once every stage is taken into account; and
• correct classification: confirm that the project genuinely qualifies as unsolicited, is not already in the contracting authority’s pipeline and is not a straightforward procurement or excluded arrangement dressed up as a PPP, since misclassification exposes the process to challenge.

Conclusion

The PPP Guideline 2026 is an important milestone in Zimbabwe’s efforts to create a more predictable and investor-friendly framework for infrastructure investment. By establishing clear procedures for the development, appraisal, procurement and implementation of PPP projects, it provides greater certainty for both public entities and private investors. For unsolicited PPP proposals in particular, the PPP Guideline creates a structured pathway through which private sector innovation can be translated into bankable projects, while preserving transparency and competition.

For investors, the opportunities are significant, but success will depend on careful preparation and rigorous compliance. The ability to originate projects and participate in the bid-matching process offers a meaningful advantage, but unsolicited proposals remain subject to extensive scrutiny by ZIDA, PRAZ, the PPP Committee and, in larger projects, Cabinet. Compliance with both the PPP Guideline and the PPDPA Act is therefore critical at every stage of the process.

Investors who approach the framework with a well-developed project concept, a robust feasibility study and appropriate legal and procurement support are likely to be best placed to navigate the approval process and bring projects to financial close. While the process is demanding, the PPP Guideline provides a clearer and more transparent route for private participation in Zimbabwe’s infrastructure development than has previously existed, offering a stronger foundation for long-term investment and public–private collaboration.

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¹ NDS 2 2026–2030, Government of Zimbabwe.

² Published in terms of the ZIDA Act, March 2026, Preamble.

³ ZIDA Act c 14:38.

⁴ PPP Guideline, Preamble: the PPP Guideline ‘shall have the same force of application and legal effect’ as the Fourth Schedule to the ZIDA Act.

⁵ PPP Guideline, Preamble. The Guideline was formulated in accordance with the ZIDA Act, PPDPA Act [c 22:23] and international best practice, including the COMESA Model PPP Law and Guidelines.

⁶ ZIDA emailed responses to Business Digest, reported in ‘ZIDA Crafts PPP Guideline’, The Zimbabwe Independent (Harare, 18 October 2024): of 26 proposals received between November 2023 and the approval date, 19 were unsolicited.

⁷ PPP Guideline, Interpretation and Definitions: ‘Unsolicited PPP Proposal’.

⁸ PPP Guideline, s 8.7.4.

⁹ PPP Guideline, s 6.2(a).

¹⁰ PPP Guideline, s 6.4(c).

¹¹ PPP Guideline, s 5, Project Processing Cycle diagram note.

¹² PPP Guideline, s 4.1.5.

¹³ PPP Guideline, s 7.1: the FFS ‘shall be the basis upon which Cabinet decides to approve or reject a PPP project’.

¹⁴ PPP Guideline, s 8.7.2.

¹⁵ PPP Guideline, s 5, Project Processing Cycle diagram.

¹⁶ PPP Guideline, s 8.7.4(d).

¹⁷ PPP Guideline, s 8.3.

¹⁸ PPP Guideline, s 4.1.3.

¹⁹ PPP Guideline, s 8.7.4(e).

²⁰ PPP Guideline, s 8.7.4(f) and (g).

²¹ PPP Guideline, s 3.5(b).

²² PPP Guideline, s 11.2(a).

²³ PPP Guideline, s 11.4.

Rudo Magundani is a partner at Scanlen and Holderness Solicitors in Harare, Zimbabwe, and can be contacted at magundanir@scanlen.co.zw.