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NATIONAL COMMUNICATIONS AUTHORITY

PUBLIC CONSULTATION

ON THE

INTERNATIONAL WHOLESALE CARRIER LICENCE

NOVEMBER 2014

1

Contents

SUMMARY OF CONSULTATIONS 3

CHAPTER 1 6

1.1 GENERAL INFORMATION 6

1.2 OVERVIEW OF INTERNATIONAL TRAFFIC CARRIER MARKET 7

CHAPTER 2 8

THE RATIONALE AND OBJECTIVES FOR IWC LICENCES IN GHANA 8

CHAPTER 3 9

3.1 ELIBILITY 9

3.2 THE SCOPE AND CONDITIONS OF THE LICENCE 9

3.3 SELECTION PROCESS 10

3.4 DURATION OF LICENCE 10

3.5 FEES 10

CHAPTER 4 11

4.1 CONTENT OF THE PROPOSAL 11

4.2 UPDATING 12

4.3 MODIFICATION 12

4.4 DISCLAIMER 12

4.5 ADDITIONAL INFORMATION 12

ANNEX A- RESPONSE FORMAT 13

ANNEX B- STANDARDIZED APPLICATION GUIDELINES 15

ANNEX C- GUIDELINES FOR SUBMISSION OF FEASIBILITY REPORT FOR IWCL 17

ANNEX D -IMPLEMENTATION TIMETABLE 19

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SUMMARY OF CONSULTATIONS

1. The NATIONAL COMMUNICATIONS AUTHORITY (THE AUTHORITY) intends to

invite proposals from eligible Entities registered under the Ghana Companies Code, 1963,

Act 179 for the grant of a licence to establish and operate International Wholesale Carrier

Services in Ghana.

2. Accordingly, in pursuance of its mandate under Section 27 of the Electronic Communications Act,

2008, Act 775 and Section 4.1 of the National Telecommunications Policy 2005 (NTP‟05), the

Authority hereby invites views and comments from Licensed Communication Service Providers,

Consumers of communication services and the General Public on the appropriateness and award

process. which can be accessed on the Authority’s website, www.nca.org.gh.

3. The public consultation begins with immediate effect and shall expire on 3rd December, 2014.

4. All responses/comments should be electronically sent as e-mail attachments, in Microsoft word format

to [email protected] . gh

5. All respondents are requested to complete a response cover sheet (annexed A). The cover sheet can

also be downloaded on the Authority’s website, www.nca.org.gh.

6. In furtherance of transparency and openness, the Authority shall consider all responses as non-

confidential; accordingly all submissions shall be published on our website on receipt.

7. The Authority hereby invites comments and views on the Eligibility Criteria, Scope and

Conditions of the Licence, and Selection Process outlined in this document. Highlights of

the modalities are presented below.

Eligibility

1. All applicants shall be incorporated and duly certified to operate in Ghana.

2. There shall be a minimum of 70% Ghanaian ownership in the applying Entity; be it a

company, a joint venture or consortium. The said Ghanaian ownership shall be maintained

throughout the duration of the licence.

3. An Entity shall be eligible for one International Wholesale Carrier Licence; that is, no Entity alone or along with its partner, affiliate, subsidiary or shareholder in total, can apply for more than one licence.

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mailto:[email protected]

Scope and Conditions of Licence

1. The Licensee shall be authorized to provide International Telecommunications Wholesale Carrier service.

2. The Licensee shall carry and route International telecommunications (both incoming and outgoing) traffic to/from any of the licensed International Gateway facilities.

3. The Licensee shall utilise the signalling point code owned by licensed international gateway operator(s) to provide international wholesale carrier service.

4. The Licensee shall provide Point of Presence (PoP) and connect directly to licensed international gateway operator(s) based on reasonable commercial agreements.

5. The Licensee shall provide adequate switch and transmission capacities for call routing. 6. The Licensee shall ensure an acceptable international voice call quality, in accordance with

international requirements.7. The Licensee shall not be assigned any spectrum for access connectivity (last mile) or

block of numbers for identification.8. The Licensee shall ensure that its international Call Line Identity (CLI) is visible at all

times in accordance with ITU-T Recommendation E.157.9. The Licensee shall not engage in any call routing practices that is not in the scope of

Licence. 10. This Licence shall require prospective Licensees to connect directly to the licensed

international gateway operators based on reasonable commercial agreement, in accordance with the NCA Act, Act 769 of 2008; Electronic Communications Act, Act 775 of 2008; and National Electronic Communications Regulations, L.I.1991of 2011. In doing so, the carrier shall comply with the provisions of the Electronic Communications (Amendment) Act, 2009, Act 786.

11. The licensee shall be subjected to the verification of its international incoming telecommunications traffic. The licensee shall provide real time access to its traffic data at all times.

Selection Procedure

The Authority shall review applications based on their own merit to select prospective applicants

for the award of the International Wholesale Carrier Licence.

Duration

The Licence shall be for a maximum term of five years, renewable.

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Fees

1. There shall be a non-refundable application fee of One Hundred and Fifty Thousand

Ghana cedis.

2. A Licence fee of One Million Ghana cedis for the Licence term.

3. A Licensee shall be liable to pay Annual Regulatory fee of One Percent (1%) of Net

Revenues.

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CHAPTER 1

1.1 GENERAL INFORMATION

The NATIONAL COMMUNICATIONS AUTHORITY (NCA) is empowered under Section 3(c) of

the NCA Act, Act 769 of 2008 (''The Act") to issue Licences for the operation and provision of

communication services and to determine the eligibility criteria of applicants for the said licences.

In furtherance of the National Telecommunications Policy 2005 (NTP’05), the Electronic

Communications Act, 2008, Act 775, and the National Electronic Communications Regulations, 2011,

L.I.1991, the National Communications Authority (NCA) intends to recognise and issue licences to

Ghanaian companies to provide international wholesale carrier service.

This Licence, in accordance with the NTP’05, shall provide for such related obligations such as

competitive neutrality, non-discrimination and transparency. Presently, the principal enactments and

the policy documents governing the communications industry in Ghana are the following:

The National Telecommunications Policy (NTP), 2005

The National Communications Authority Act, 2008, Act 769

The Electronic Communications Act, 2008, Act 775

The Electronic Communications (Amendment) Act 2009, Act 786

National Electronic Communications Regulations, L.I.1991, 2011

The Ghana ICT for Accelerated Development (ICT4AD) Policy, 2003

This document should be read in conjunction with the above mentioned statutes and other applicable

laws including rules, regulations, decrees, orders, decisions, guidelines, directives and documents of

general application issued by the Government of Ghana or the Authority.

Applicant(s) shall be disqualified from obtaining a Licence if any provision listed in sub clauses (i) to

(vii) below, applies to its owner(s) or to any of its director(s) or partner(s) or to the Applicant(s). The

provisions are, if the applicant has / or has been:

i. Declared medically insane;

ii. Declared bankrupt by a Court of law and has not been discharged from the liability of

bankruptcy;

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iii. Identified or declared by a Court of law or by a bank or financial institution as a defaulter

loanee of that bank or institution;

iv. His licence has been revoked by the AUTHORITY at any time during the last 5 (five) years;

v. If there is an on-going prosecution against the applicant(s) or its owner(s) or shareholder(s) or

any of its director(s) or partner(s) for any violation of the EC Act or license conditions or any

other illegal activities.

1.2 OVERVIEW OF INTERNATIONAL TRAFFIC CARRIER MARKET

Until 2004, Ghana Telecom (GT) had a monopoly on International Gateway Services in Ghana.

Licensed network operators had to route their international traffic through GT’s gateway. Mobile

operators charged retail prices while GT charged wholesale outbound call minutes. GT shared

inbound call revenues with operators for contributing to international call volumes. Currently, there is

full liberalization of international gateway operations in Ghana. The five international gateway

operators, (Ghana Telecom, Scancom (MTN), Millicom Ghana (TIGO), Airtel and GLO) are obliged

by the Electronic Communications Amendment Act, 2009, Act 786 to charge a minimum of 19cents

for inbound termination rate.

From data provided by these International Gateway Operators, the average monthly total inbound

international traffic for the industry in 2013 was about Eighty Million minutes. However, a good

percentage of the inbound international traffic is received as local calls, thus, suspected (and at times

proven) to be terminated illegally through illegal bypasses. It is therefore considered that the

compliance to the International Telecommunications Regulations on Recognised Operating Agencies

in international telecommunications service as part of the measures to address illegal bypass of traffic

to Ghana.

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CHAPTER 2

THE RATIONALE AND OBJECTIVES FOR IWC LICENCES IN GHANA

International Wholesale Traffic Carrier Trade has emerged out of technological development, liberalization and commoditization of international traffic minutes. The market opportunities for international traffic by carriers into Ghana are predominantly dominated by foreign entities. This sector is yet to be regulated in Ghana.

Government has accrued over US$200,000,000.00 as revenue since the implementation of international termination rate regime in Ghana since June 2009. However, a substantial portion of the inbound international traffic is estimated to be terminated illegally causing huge revenue loss to both the state and operators. It is sometimes argued that illegal termination can be averted by recognising international wholesale carriers to convert this grey traffic into legitimate ones for proper accounting.

This Licence is also expected to enable Ghanaian registered entities participate in international

telecommunications trade which is likely to boost the national income accrued from international

traffic. It is for this reason that the Government of Ghana has decided to further liberalise and regulate

International Wholesale Carrier service by issuing Licences to local carrier operators to be referred to

as INTERNATIONAL WHOLESALE CARRIER LICENSEES.

The objectives that this Licence seeks to address include but are not limited to the following:

i. To adapt and align national policies and regulatory interventions with the International

Telecommunications Regulations with the aim of ensuring accountability and minimizing

losses through illegal international termination and to increase revenues for state and

operators;

ii. To recognize existing and prospective local carriers of international traffic;

iii. To promote investment opportunities for local businesses in International Traffic Market.

iv. To adapt to emerging trends in international carrier trade

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CHAPTER 3

3.1 ELIGIBILITY

1. All applicants shall be incorporated and duly certified to operate in Ghana.

2. There shall be a minimum of 70% Ghanaian ownership in the applying Entity; be it a

company, a joint venture or consortium. The said Ghanaian ownership shall be maintained

throughout the duration of the licence

3. An Entity shall be eligible for one International Wholesale Carrier Licence; that is, no Entity alone or along with its partner, affiliate, subsidiary or shareholder in total, can apply for more than one licence.

3.2 THE SCOPE AND CONDITIONS OF THE LICENCE

1. The Licensee shall be authorized to provide International Telecommunications Wholesale Carrier service.

2. The Licensee shall carry and route International telecommunications (both incoming and outgoing) traffic to/from any of the licensed International Gateway facilities.

3. The Licensee shall utilise the signalling point code owned by licensed international gateway operator(s) to provide international wholesale carrier service.

4. The Licensee shall provide Point of Presence (PoP) and connect directly to licensed international gateway operator(s) based on reasonable commercial agreements.

5. The Licensee shall provide adequate switch and transmission capacities for call routing. 6. The Licensee shall ensure an acceptable international voice call quality, in accordance with

international requirements.7. The Licensee shall not be assigned any spectrum for access connectivity (last mile) or

block of numbers for identification.8. The Licensee shall ensure that its international Call Line Identity (CLI) is visible at all

times in accordance with ITU-T Recommendation E.157.9. The Licensee shall not engage in any call routing practices that is not in the scope of

Licence. 10. This Licence shall require prospective Licensees to connect directly to the licensed

international gateway operators based on reasonable commercial agreement, in accordance with the NCA Act, Act 769 of 2008; Electronic Communications Act, Act 775 of 2008; and National Electronic Communications Regulations, L.I.1991of 2011. In doing so, the carrier shall comply with the provisions of the Electronic Communications (Amendment) Act, 2009, Act 786.

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11. The licensee shall be subjected to the verification of its international incoming telecommunications traffic. The licensee shall provide real time access to its traffic data at all times.

3.3 SELECTION PROCESS

The Authority shall review applications based on its own merit to select prospective applicants for

the award of the International Wholesale Carrier Licence.

3.4 DURATION OF LICENCE

The Licence shall be for a maximum term of five years, renewable.

3.5 FEES

1. There shall be a non-refundable application fee of One Hundred and Fifty Thousand Ghana

cedis.

2. A Licence fee of One Million Ghana cedis for the Licence term.

3. A Licensee shall be liable to pay Annual Regulatory fee of One Percent (1%) of Net

Revenues.

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CHAPTER 4

4.1 CONTENT OF THE PROPOSAL

The proposal for an International Wholesale Carrier License shall contain the following:

4.1.1 Receipt: Evidence of payment of the application Fee of One Hundred and Fifty

Thousand Cedis;

4.1.2 Application Letter: An application letter which sets forth the applicant’s intention to

apply for this Licence;

4.1.3 Certificates: Certificates issued by the relevant governmental authorities in Ghana. The

above notwithstanding, all applicants shall submit certified true copies of their Certificate of

Incorporation, Certificate to Commence Business and Company Regulations obtained from

the Registrar General of the Republic of Ghana;

4.1.4 Power of Attorney: Each Applicant shall designate a representative for purposes of

Sections 4.1.2 and 4.1.6 pursuant to a Power of Attorney issued in accordance with the laws

of its jurisdiction of incorporation;

4.1.5 Sworn Declaration: A Sworn Declaration of the Applicant signed by its duly authorized

representative, with the following information:

i. Identification of all the shareholders of the Applicants that control more than 5% of its

capital and of the entities that directly or indirectly are the beneficial shareholders

thereof. The beneficial shareholders of the Applicant shall mean those who directly or

indirectly own the majority of the shares or the voting rights or who otherwise control

such Applicant;

ii. Statement that all the information and documentation submitted in connection with the

application is true, accurate and complete;

iii. Statement that the Applicant has not been the subject of any bankruptcy

proceedings, reorganizations, or similar proceedings in the last 5 years;

iv. Statement that, since the date of the Applicant’s last audited reports and financial

statements submitted pursuant to Section 4.1.6, there has not been any material adverse

changes thereto.

4.1.6 Audited Reports and Financial Statements

The audited reports and financial statements corresponding to the last three fiscal years of the

Applicant and (if applicable) the consolidated group to which the Applicant belongs.

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4.2 UPDATING

Each Applicant shall maintain current, the facts and information supplied in the Proposal, and

shall communicate to the NCA all material changes that arise with regards thereto.

4.3 MODIFICATION

This Selection Procedure does not constitute an offer to contract on the part of the NCA and

NCA has the right to modify or amend any provision or condition hereof; provided however, that

any such modification or amendment shall be valid only if it is in writing.

4.4 DISCLAIMER

The NCA shall not incur any liability whatsoever in exercising its rights in 4.3 above or any

other rights granted in this Process.

4.5 ADDITIONAL INFORMATION

The NCA reserves the right to request, at any time, additional information or documentation

from Applicants.

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ANNEX A- RESPONSE FORMAT

COVER SHEET FOR RESPONSE TO NCA PUBLIC CONSULTATION ON THE

INTRODUCTION OF INTERNATIONAL WHOLESALE CARRIERS LICENCE

BASIC DETAILS

Name of Respondent:

Representing (self or organisation/s):

Address:

DECLARATION

I confirm that the correspondence supplied with this cover sheet is a formal consultation response.

It can be published in full on NCA’s website, and I authorise NCA to make use of the information in

this response to meet its legal requirements. If I have sent my response by email, NCA can

disregard any standard e-mail text about not disclosing email contents and attachments.

Name: Signed (if hard copy)

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Format for Commenting on Document

Chapter Number Section Number Heading Comment Suggestion/ Proposed

Amendments

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ANNEX B- STANDARDIZED APPLICATION GUIDELINES

General Information

1. Applicant

a. Name

b. Title

c. Citizenship

d. Address

e. Contact numbers

2. Management

a. Name

b. Title

c. Citizenship

d. Address

e. Contact numbers

3. Directors

a. Name

b. Address

c. Contact numbers

d. Citizenship

e. Shareholding %

f. Other Telecommunication Interests

i. Name of Company

ii. Address

iii. Contact Numbers

iv. Shareholding %

v. Authorization/Authorization Status

vi. Credit/Default Status

4. Shareholders (with at least 5% holding)

a. Name 15

b. Address

c. Contact numbers

d. Shareholding %

e. Other Telecommunication Interests

i. Name of Company

ii. Address

iii. Contact Numbers

iv. Shareholding %

v. Authorization/Authorization Status

vi. Credit/Default Status

a. Name of Entity/ Company/Partnership/Trust/Consortium etc., please define

b. Certificate of Incorporation in Ghana (Company Registration Number & Date of

Registration)

c. Certificate to Commence Business in Ghana; Number & Date

5. Applicants must exhibit evidence of parties with which they have entered into any

agreements, arrangements or understandings which relate in any way to the Authorization

being allocated.

6. Defaults & Delinquencies

Information required of all applicants regarding defaults and delinquencies. Each applicant

must submit information on whether the applicant, its affiliates, its controlling interests, and

the affiliates of its controlling interests are in default of any NCA licenses and/or are

delinquent on any non-tax debt owed to any National agency.

7. Miscellaneous Information

Applicants wishing to submit a statement of verifiable reasons sufficient to justify, and or

enhance their chances may do so if they so wish.

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ANNEX C- GUIDELINES FOR SUBMISSION OF FEASIBILITY REPORT FOR IWCL

1. COMPANY PROFILE

a) Evidence of Incorporation (in Ghana)

b) Certificate to Commence Business (in Ghana)

c) Shareholders/Company Regulations

There shall be a minimum of 70% Ghanaian ownership in the applying Entity; be it a company,

a joint venture or consortium. The said Ghanaian ownership shall be maintained throughout the

duration of the Licence.

d) Relevant Experience/Evidence of Ability to perform including agreements drawn up with any

principals.

e) Evidence of Tax payment/Tax Clearance Certificate

f) SSNIT Contribution of Workers

g) List of Affiliate Companies

2. PROJECT STUDY

a) Engineering design system

b) Technical Implementation Plan

3. MARKET PLAN

a) Business Idea and Choice of Technology

b) Market Analysis

c) Network Deployment and Services to be offered

d) Roll-out Plan and Coverage Area

e) Market: This is to include Market Goals, Target Groups etc.

4. BUSINESS PLAN

a) Organisational Structure (including educational and technical background as well as

b) Mission Statement

c) Capital Investment:

This should include –

i. Equipment Categories

ii. Equipment Prices

iii. Equipment Suppliers and

iv. Capital Investment Summary 17

5. FINANCIAL REPORTS OR FORECASTS

a) Audited Financial Reports for the past five years or Financial Forecasts for the next five years

This should include:

i. Income Statement

ii. Balance Sheet

iii. Cash Flow Statement

iv. Evidence of sustained funding

b) Financial Plan including:

i. Equity

ii. Suppliers Credit (if any)

iii. Bank Loan (if any)

6. LETTER OF COMMITMENT

All applicants are also to submit a signed letter of commitment stipulating that they shall abide

by all existing ITU Regulations and Communications laws of the country as well as other rules

and regulations that may be issued.

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ANNEX D -IMPLEMENTATION TIMETABLE

S/N ACTIVITY DURATION START DATES

1. Publication of Licence conditions and

process Document for comments

10 Business

Days

24th November,

2014

2. Review of comments 5 Business

Days

9th December, 2014

3. Press Release to Invite Applications 1 Business Day 16th December,

2014

4. Submission of Application and Proposals to

NCA

As and when

Application

Form is

completed

5. Evaluation of Submitted Proposals by NCA 40 Business

Days

6. Award and announcement of Winners 1 Business Day

7. Payment of Licence Fees Up to 60 Days

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