The State Assets Management Agency of the republic of Uzbekistan

In accordance with the relevant privatization programs, the State Assets Management Agency (hereinafter - the UzSAMA) announces the start of the sales process of 100% state share in the authorized capital of JSC “National Interbank Processing Center” (hereinafter - the Asset/Company) through a public invitation to negotiations method of privatisation in line with the article 22 of the Law of the Republic of Uzbekistan "On the privatization of state property".

The privatization consultant of the UzSAMA under this Transaction is international company “Deloitte” (hereinafter - the Consultant).

Brief information about the Asset:

JSC “National Interbank Processing Center” is an integral part of the payment system of Uzbekistan, also this payment system “Humo” based on bank payment cards is intended for operations in Uzbekistan and abroad. The Company has the corresponding license of the Central Bank required to operate as a payment system operator.

• Authorized capital: 155.4 billion UZS;
• Website: https://humocard.uz

At the moment more than 27 million “HUMO” debit cards have been issued, more than 210 thousand terminals and more than 6.4 thousand ATMs have been installed.

Information on the sales process:

The sales process for the Asset is based on a public invitation to negotiations method, which is open to all interested parties (hereinafter - Participants).

The sales process will be carried out in three stages, including the Express of Interest (EOI), the collection of Non-Binding Offers (NBO) and the collection of Binding Offers (BO). At the final stage, applicants will be required to make a security payment of at least 1% of the proposed binding price offer.

At the same time, an international appraisal company from "Big Four" group (except "Deloitte") to be attracted for the appraisal of the Asset.

Information on execution of the current stage of Transaction process:

As part of the Expression of Interest stage, participants are invited to express their interest in the form of an Express of Interest application, including the following information:

1. Brief information about the Applicants (including TPIN, type of activity) and plans for the use of the Asset in the event of an acquisition.
2. Information about shareholders/participants owning more than 5% of the share in the authorized capital of the Participant (indicating the share of ownership), as well as ultimate beneficiaries.
3. Financial statements for the last 3 years.

The Expression of Interest can be prepared in Uzbek, Russian or English languages until 18:00 (Tashkent time) on August 30, 2024 and sent to the following e-mail address: jmamadjanov@deloitte.uz

After publication of this announcement, the Consultant will organize the distribution of investment teasers through Deloitte's international contacts in order to attract potential investors.

The received applications will be selected in accordance with the following criterias:

• Sufficient financial resources to acquire the asset;
• compliance with the requirements imposed on the founders (shareholders) of the payment system operator, in accordance with the Regulation “On the procedure for licensing the activities of operators of payment systems and payment organizations” (registered by the Ministry of Justice on May 5, 2023, No. 3431) ;
• absence of any judicial, administrative, arbitration, or other proceedings, the result of which may be a ban on participation in the privatization process;
• Compliance with Uzbekistan Law #660-II (as amended on January 15, 2019) "Countering the legalization of proceeds of crime, the financing of terrorism and the financing of the proliferation of weapons of mass destruction";
• Neither the Applicant (or in the case of a Consortium, any of the Consortium Members) nor its shareholders/participants shall be a state-owned company or a company with a state share in the authorized capital;
• Neither the Applicant nor any of the Consortium Members (in the case of the Consortium) must be on the public sanctions lists of the European Union and the United States or any of the major international development banks (World Bank, European Bank for Reconstruction and Development, Asian Development Bank), or on the date of the Application must be subject to any proceedings or investigation by the aforementioned sanctions authorities. Also, neither the Applicant (and, in the case of the Consortium, none of the Consortium Members) nor any of its/their affiliates is/are in any way involved in any activity (directly or through any subsidiary) contrary to the sanctions regime of the aforementioned institutions and states and, neither the Applicant (or in the case of the Consortium, any of the Consortium Members) nor any of its/their Related Parties have as principal financiers or lenders banks or financial institutions which are sub-sanctioned persons or persons controlled or owned by sub-sanctioned persons.

At the end of this stage of the sale process, Participants will be individually informed by Deloitte about the further organization of the processes by means of a Process Letter.

The contact persons for this project are:

• Jahongir Mamadjonov, Director of Deloitte in Tashkent: jmamadjanov@deloitte.uz; tel: +998 90 188 71 11;
• Shokhrukh Okhunov, Head of Department of UzSAMA: sh.okhunov@davaktiv.uz; tel: +998 71 259 20 23

Requirements for future activity of the state asset:

The Company's activity as a payment system operator must comply with the requirements of the Law of the Republic of Uzbekistan “On Payments and Payment Systems”, the Regulation “On the procedure for licensing the activities of operators of payment systems and payment organizations” (registered by the Ministry of Justice on May 5, 2023, No. 3431) and other legislative acts, in particular, the organizational and legal form (only in the form of a joint stock company), the size of the authorized fund (authorized capital), organizational along with technical requirements to ensure the security and uninterrupted functioning of the system.

In turn, an agreement might be signed with the participants of the sales process, who have passed to the stage of submission Non-Binding Offers (NBO), prior to the submission of non-binding offers, setting out the basic terms of the acquisition of the Asset and its further activities.

Information on the next stage of the transaction process:

With potential investors progressing to the next stage of accepting Non-binding Offers (NBO), a Non-Disclosure Agreement (NDA) is signed and access is provided to the Virtual Data Room (VDR), where general information about the Asset's activities is stored for the preparation of non-binding commercial proposals.

Candidates who qualify to the Binding Offer (BO) stage will have the opportunity to familiarize themselves with the analytical data (due-diligence) prepared by Deloitte, and to visit the Asset and ask questions of its management body.

UzSAMA provides the public with additional information about each stage of the privatization process.