On 7 February 2025, the Minister of Finance promulgated Gazette Notice 5841, amending NTR (National Treasury Regulation) 16, which governs public-private partnership (PPP) approvals under the Public Finance Management Act.
Image source: LipikStockMedia from
FreepikThese amendments flow from a 2019 review of South Africa’s PPP framework and aim to streamline approvals, bolster governance and encourage private‐sector participation in infrastructure delivery.
Four-step approval process remains, but needs streamlining
Under the previous iteration of NTR 16, all national and provincial PPPs had to pass through four approvals:
- Feasibility study approval
- Procurement documentation approval
- Bid approval
- Contract signature approval
While these checks ensure rigour, they often lead to duplication, delays and uncertainty; especially for lower-value projects.
Threshold and faster approvals for smaller projects
What’s new? Projects valued below the newly prescribed threshold of R2bn are now exempt from the first two Treasury approvals, namely, feasibility-study sign-off (Approval IA) and procurement-documentation review (Approval IIB) (ie. step 1 and 2 above).
Why it matters: State departments and SOEs can move small-scale initiatives (such as municipal renewable-energy plants or local water-treatment works) directly to competitive bidding and contract signature, cutting weeks or even months off the timeline. Private partners benefit from quicker financial close and lower transaction costs, enhancing bankability.
Dee-dee Mathelela 11 Jun 2025 Formalising the PPP Advisory Unit
What’s new? The amendments codify the National Treasury’s PPP Advisory Unit as the mandated centre of expertise for all PPP planning, risk allocation and transaction structuring. Public bodies must engage the unit at the earliest project stages.
Why it matters: Early involvement of a central advisory body embeds best practices from the outset and reduces reliance on inconsistent external advice. Departments may also establish their own “programmatic” PPP support teams, aligned with Treasury’s Unit, building long-term in-house capacity.
Clearer institutional responsibilities
What’s new? Regulation 16 now distinctly separates the PPP Advisory Unit’s policy-and-facilitation role from the PFMA’s formal regulatory-oversight checkpoints.
Why it matters: By assigning discrete reporting lines and mandates, the reforms eliminate duplication and confusion over who to approach for guidance versus formal approval. This clarity enhances accountability and ensures smoother interactions between government, private partners and advisors.
Enhanced fiscal-risk reporting
What’s new? At each major approval milestone (Approvals I, IIB and III), sponsors must submit a standardised report detailing explicit and contingent liabilities the state may incur, such as revenue-guarantee commitments or off-balance-sheet obligations.
Why it matters: Consistent disclosure of fiscal exposure empowers National Treasury to monitor and manage the government’s overall contingent-liability profile. Lenders and equity partners gain confidence from clear, uniform reporting, reducing uncertainty when assessing state guarantees.
Dee-dee Mathelela 19 Jun 2025 Tighter exemption and amendment processes
What’s new? Any application for exemption from Regulation 16 requirements or amendment of an existing PPP agreement must include:
- A detailed justification memorandum
- Complete risk analyses
- Evidence of stakeholder consultation
Why it matters: These prescriptive steps guard against back-door deal changes and ensure all material contract modifications, such as scope extensions or price adjustments, receive appropriate scrutiny. Project managers and legal advisors must now integrate these procedural requirements into project timelines to mitigate post-hoc challenges.
Structured handling of unsolicited proposals
What’s new? State entities must adopt a transparent framework for receiving, evaluating and incentivising unsolicited PPP proposals.
Why it matters: Innovators, whether offering waste-to-energy solutions or smart-grid technologies, can approach government bodies outside of formal tenders. A published evaluation process and fee structure guarantee fair treatment, encouraging fresh ideas and broadening the pipeline of infrastructure opportunities.
Dee-dee Mathelela 30 Jul 2025 Implications and advice for key stakeholders
State-owned entities and departments
Establish or strengthen in-house PPP teams that engage Treasury’s Advisory Unit early, prepare robust fiscal-risk reports and fast-track sub-threshold projects.
Private companies and investors
Leverage the exemption for smaller projects to enhance bankability and use the unsolicited-proposal route to pitch innovative infrastructure concepts directly to government.
Lawyers and advisors
Update PPP agreement templates, due-diligence checklists and amendment-application workflows to reflect the new thresholds, reporting obligations and formal processes.
Clients and project sponsors
Factor the prescribed fiscal-risk disclosures into project viability assessments and be prepared to demonstrate compliance with tightened exemption and amendment protocols.
Conclusion
The February 2025 amendments to Treasury Regulation 16 represent a decisive shift towards a more agile, transparent and fiscally disciplined PPP environment. Stakeholders who understand and integrate these reforms will be best positioned to deliver, and benefit from, South Africa’s next generation of infrastructure partnerships.
