In accordance with the relevant privatisation programmes, the State Assets Management Agency (hereinafter - "UzSAMA/ Client") announces a tender for the attraction of professional consulting company (hereinafter - "Consultant") for the privatisation of 100% share in Khiva Plaza LLC and Khiva Lokomativ LLC.

All interested applicants are invited to submit their proposals in accordance with the Request for Proposals (RfP) provided below by 18:00 (Tashkent time) on 11 July 2024.

Consultants are expected to provide all necessary advice and consultancy services for privatisation of assets.

Consultants may join a consortium or jointly submit bids for the required scope of work.

If the application is submitted by a consortium, a consortium agreement will be required. If a joint proposal is submitted, a lead consultant should be identified who will be responsible for coordinating the work of the consultant partner involved.

For more information on this process, please refer to the contact below:

Samandarov Talat Yuldashevich Samandarov - Deputy head of the Department of preparation and privatisation of state assets;

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 to provide privatisation consultant services for hotels located in Khorezm region (RfP)

Introduction

In accordance with the privatisation programmes, it is planned to privatise 100% shares of Khiva Plaza LLC and Khiva Lokomativ LLC (hereinafter - the Transaction).

Trading processes should be organised within the framework of the requirements of the legislation of the Republic of Uzbekistan and based on the sectoral and individual nature of the Assets, based on the best foreign or local experience.

Briefly about the Assets:

Khiva Plaza LLC ("Farovon Khiva" Hotel):

• Address: Khorezm region, Khiva city, Kiyot MSG, Buyuk Yul street, 1B;
• Total area: 2.72 hectares;
• Area of buildings and constructions: 8,773 sq.m.;
• Number of available rooms - 106.

Khiva Lokomativ LLC ("Khiva Lokomotiv" Hotel):

• Address: Khorezm region, Khiva city, Yangi khayot microdistrict, A. Temur street;
• Total area: 8.85 hectares;
• Area of buildings and constructions: 2,078 sq.m.;
• Number of available rooms - 93.

Expected structure and requirements for Consultants' proposals

The Consultant's (individual applicant or Consortium) proposal should be prepared in Uzbek/Russian/English language, contain information on the following:

a) The Consultant's vision for the organization of the work with a detailed description of the proposed actions for the privatization of the Asset. Opinion on the duration of the process, in case the Consultant's recommendations and suggestions will be adequately responded to within a reasonably required time; (up to10 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 the consultant on the privatisation process

I. Market analysis in the field of asset management:

• Analysis of conditions and market analysis of the industry development in Uzbekistan and the region, necessary conditions for the development of enterprises of the industry; description of the main rules of regulation of the hotel activity market in Uzbekistan;
• analysis of the experience of privatisation of the industry enterprises in other (including neighbouring) countries, the main reasons for failures in privatisation of this type of Asset, factors ensuring the success of privatisation and further development of the industry;

II. Asset Analysis:

• A description of the asset, its market position and competition;
• Risk analysis: identifying the potential directions and probabilities that expose the asset to risk according to the investor's analysis and examining the most frequent reasons for the failure of such transactions. Making recommendations to identify measures to mitigate the identified risks;
• Conducting legal due diligence, including on the following issues:
• Determining ownership of trademarks, market brands and other aspects of intellectual property;
• ownership of assets, property rights in favour of the business or third party estates, restrictions imposed for the benefit of third parties;
• claims and debts, status of claims, and measures taken to recover debts;
• status of compliance with labour and competition laws, environmental disputes;
• Proposals on the privatisation mechanism with a description of the sequence of actions to privatise the asset and recommendations on the text of the announcement.

II. Tips for preparing the asset before its sale:

• providing proposals to improve the investment attractiveness of the Asset, improve the corporate structure and corporate governance based on best practices and review of comparable peers;
• conducting a comprehensive (tax, legal, financial and environmental) due diligence analysis of the Asset;
• preparation of recommendations on the optimal marketing strategy, marketing materials (teaser, information memorandum, procedural letter, etc.) and distribution of information materials to investors;
• preparation of marketing materials, including an investment video, handouts, etc..;
• providing advice on how to liaise with the public and answer their questions;
• reviewing suitable valuation methodologies and their relevance to investors, providing a recommendation on the range of values;
• identifying key factors, key indicators and assumptions affecting the valuation, including from an investor's perspective;
• engaging other consultants within the project (where appropriate) and co-ordinating their work.

III. Maintenance of the Transaction:

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

(1) In the case of a consortium application, please provide the consortium agreement as well as the main consultant (usually called consortium leader) coordinating the application. In this case, the total cost of services must be specified.

(2) If the consultants' proposals are scored below 30 points based on the structure of the consultants' expected proposals and the requirements specified in items "a", "c" and "d", the evaluation score provided in item "b" cannot be used.