The State Assets Management Agency of the republic of Uzbekistan

In accordance with the relevant privatisation programmes, the State Assets Management Agency (hereinafter UzSAMA/ Client) announces a tender for the engagement of a professional consulting company (hereinafter Consultant)  to organise the privatisation of state stakes (hereinafter Assets) in the authorised capital of the following companies operating in the field of project planning through open sales.

The Consultant should develop the method and terms of privatisation based on the study of institutional investors' interest in the field of acquisition of Assets, taking into account network and individual characteristics of the Assets.

All interested applicants are invited to submit their proposals to email tender@davaktiv.uz in accordance with the Request for Proposals (RfP) below, not later than 18:00 (Tashkent time) on 21 June 2024.

In the case of a joint commercial proposal (consortium), a principal consultant must be identified who is responsible for coordinating the work of the involved consultant partner and assumes responsibility.

It is reported that work on the Transaction may be carried out in close co-operation with representatives of consultants and, where necessary, by establishing an additional project team in the Assets.

Interested consultants are requested to submit commercial proposals to the contact addresses below:

Samandarov Talat Yuldashevich Samandarov - Deputy Head of the Department for Preparation for privatisation and privatisation of state assets of UzSAMA;

Tel: + 998-71-259-20-67;

E-mail: tender@davaktiv.uz ;

Disclaimer:

his solicitation does not constitute an obligation to submit a commercial proposal, the Purchaser is not entering into any obligation to accept any proposal or to enter into a contract pursuant to this solicitation. Accordingly, this solicitation does not imply a contract by virtue of the publication of this solicitation and/or the receipt of bids in connection therewith, or by negotiation and discussion with one or more of the selectors with respect to the Transaction.

The materials and information contained herein are intended as a preliminary summary and the most important aspects of the Transaction, as well as a general indication of the scope of work expected of the Sales Consultant.

The selection participants cannot and should not rely on anything other than the sole limited purpose of preparing initial presentations and proposals for the Client in connection with the selection process.

Request for Proposals (RfP) to engage a consultant for the privatisation of enterprises engaged in project planning activities

Introduction

In accordance with the Decree of the President of the Republic of Uzbekistan №DP-162 from 19 April 2024 it is established to carry out privatisation (hereinafter - Agreement) of the package of state shares and stakes of enterprises engaged in project planning activities:

Sales processes should be organised on the basis of the best foreign experience within the framework of the requirements of the legislation of the Republic of Uzbekistan, taking into account the network and individual characteristics of the Assets. To ensure that the customer makes the right decision, the Assets (each company separately) will be evaluated independently.

This Request for Proposals (hereinafter - Request) describes the requirements for the Consultant and the structure of its proposal to be evaluated, as well as the scope of work required to support the Transaction in the annex to this Request for Proposals. Consultants may enter into a consortium or make joint proposals to provide a full range of services.

Summary of Assets

Uzogirsanoatloiha JSC is engaged in the development of conceptual and design documentation for the construction, reconstruction, modernisation and overhaul of industrial facilities. It has designed large industrial enterprises such as Fergana and Bukhara oil refineries, Chirchik transformer plant.

• Authorised capital: 18 billion soums;
• Official web page of the Institute: https://proekt.uz 
• STIR - 200523238.

Toshuyjoylity JSC - the institute is a leading organisation for development of normative documentation in construction, earthquake resistance of civil structures, development of standard projects of civil structures.

• Authorised capital: 893.9 million soums;
• Official web page of the Institute: https://toshuyjoyliti.uz 
• STIR - 207091384.

Uzagrosanoatloikha LLC - design of horticulture and fruit and vegetable production enterprises, enterprises for processing of livestock and bee products, farm infrastructure, housing and social facilities, as well as development of TIA and TII of investment projects. The main activity is the development of design, technological and design documentation of mill production facilities.

• Authorised capital: 182.7 million soums;
• STIR - 207084147.

Republican project Institute Uzengineering LLC is engaged in development of sketch and design documentation for construction, reconstruction, modernisation and overhaul of industrial, civil and infrastructure facilities of all categories.

• Authorised fund: 4,7 billion soums;
• Official web page of the Institute: https://uzeng.uz 
• STIR - 206713598

Expected structure of Consultants' proposals and requirements for them

The Consultant's proposal (individual applicant or Consortium) must be prepared in Russian/English and contain information on the following:

a) The Consultant’s vision for organizing the work with a detailed description of the proposed actions for the privatization of the Assets. An opinion on the duration of the process, if the Consultant’s recommendations and proposals receive an adequate response within a reasonably required time (10 points);

b) The commercial proposal consists of two parts (up to 50 points):

• fixed remuneration - in the form of a single figure (including VAT, overhead and other expenses) and at the same time free from the subjective assumptions of the consultant himself;
• reward for success (success fee) - The Customer gives preference to offers that provide a reward for success proportional to the cost (success fee) of the Transaction.
  If an offer is presented at a price within a range, its upper limit is accepted to evaluate the offer. Possible additional operating expenses (for business trips, transfers, etc.) and tax (VAT) must be included in the fixed part of the cost

c) Information about the Consultant’s experience in transactions with similar assets, including information about the Consultant’s mandates in the CIS region in the period from January 1, 2017 to the present (20 points);

d) Proposal for organizing work to implement the Transaction from the point of view of project management. Details of the team involved in the proposed Transaction, indicating the names of individuals and information about them: experience, length of service, general transaction experience and specific transaction experience (20 points);

e) A written statement about the availability of sufficient competence, as well as human, time, and material resources to complete the assigned tasks;

f) Information about the presence of a conflict of interest. Indicate whether the Consultant currently has a mandate for a potential transaction that may pose a conflict to it if it were to be involved in the Transaction.

Scope of work of a consultant in the privatization process

I. Analysis of the development market and conducting design and survey work, investor interest in the industry and other related services:

• analysis of the market and prerequisites for the development of the industry in Uzbekistan and in the region, necessary conditions for the development of enterprises in the industry;
• development of the form, method and conditions of sale based on a study of the interest of institutional investors in the acquisition of an asset;
• analysis of the experience of privatization of industry enterprises in other (including neighboring) countries, the main reasons for failures in the privatization of this type of Assets, factors ensuring the success of privatization and further development of the industry;
• Based on the analysis, an action plan will be developed necessary for the successful organization of Asset privatization processes.

II. Consultations on pre-sale preparation of Assets:

• providing proposals for increasing the investment attractiveness of the Assets, improving the corporate structure and corporate governance based on best practices and a review of comparable peer companies;
• conducting analysis on the provision of licenses and permits in the Republic of Uzbekistan for carrying out design and survey work;
• conducting a comprehensive (tax, legal, financial and environmental) analysis (due diligence) Asset;
• preparing recommendations on the optimal marketing strategy, marketing materials (teaser, information memorandum, procedural letter, etc.) and distributing information materials to investors;
• preparation of marketing materials, including investment video, handouts, etc.;
• providing recommendations on building relationships with the public and answering their questions;
• reviewing suitable valuation methodologies and their relevance to investors, providing guidance on value ranges;
• identification of key factors, key indicators and assumptions affecting the valuation, including from the investor’s point of view;
• attracting other consultants within the project (if necessary) and coordinating their work.

III. Transaction support:

• taking all measures aimed at privatizing the Asset, organizing a virtual data room (VDR);
• Coordination with potential bidders, including answering questions from potential buyers;
• support of the sales process with the preparation of all necessary documentation, including a draft purchase and sale agreement (with translation into Uzbek and, if necessary, into English and Russian);
• organization of closing and announcement of the Transaction.

(1) If an application is submitted by a consortium, please provide a consortium agreement, as well as indicate the main consultant (usually called the leader of the consortium) coordinating. In this case, the total cost of services must be indicated.

(2) If consultants' proposals are scored less than 30 points on points "a", "c" and "d" of the section "Expected structure of consultants' proposals and requirements for them", then the proposals are not subject to evaluation in accordance with paragraph "b".

(3) If one of the company participants uses the pre-emptive right to purchase a share, in this case the consultant will be paid for legal support services by signing an additional agreement.