The State Assets Management Agency of the Republic of Uzbekistan (hereinafter referred to as "State Assets Agency"/"Client"), in accordance with the relevant privatization programs, announces a tender for the selection of a professional consulting company (hereinafter referred to as "Consultant") on privatization of “Qizilqum fosforit kompleksi” LLC by selling 100.0% share in the authorized capital of LLC (hereinafter - the "Asset").

All interested applicants are invited to submit their proposals in accordance with the Request for Proposals (RfP) below, by 18:00 (Tashkent time) on November 16, 2022.

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

Interested consultants are kindly requested to send their proposals in coded form to the contact address below:

Otazhon Ileshov - Team Leader;

Tel: + 998-71-259-21-78;

E-mail: tender@davaktiv.uz.

Additionally, it is reported that work on the Agreement can be carried out in close cooperation with representatives of consultants, and, if necessary, by creating an additional project team in the Asset.

Disclamer

This solicitation does not constitute an obligation to submit a commercial proposal, the Purchaser does not give 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 selectors with respect to a Transaction.

The materials and information contained in this document 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.

Selection Participants cannot and should not rely on anything, except for the sole limited purpose of preparing initial presentations and proposals for the Purchaser in connection with the selection process.

Request for proposals for consulting services on privatization of 100.0% share in the authorized capital "Qizilqum fosforit kompleksi" LLC 

Introduction

In accordance with the Decree of the President of the Republic of Uzbekistan from 10 October 2022 № PP-388 provides for the sale of 100% share of "Uzkimyosanoat" JSC in the authorized capital of of "Qizilqum fosforit kompleksi" LLC (hereinafter - Transaction).

The sale process must be organized in accordance with the best international practices, taking into account the requirements of the legislation of the Republic of Uzbekistan, industry and individual specifics of “Qizilqum fosforit kompleksi” LLC (hereinafter - the Asset). In order to make an internal decision of the Seller, the Asset is evaluated in accordance with the legislation.

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

Briefly about the Asset

"Qizilqum fosforit kompleksi" LLC - phosphate concentrate and phosphate flour production facility.

The phosphate concentrate production workshop was founded in 1998 and is focused on processing grainy phosphate rock ores of the flurapatite type at the Dzheroy-Sardara deposit (Tashkura area).

Capacity of production is 716,0 thousand tons per year;

The authorized capital is 450,86 billion soums;

The legal address of the enterprise is: Navoi Region, Kanimeh district Karakata OFY.

Expected structure of the Consultants' proposals and requirements for them.

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

a) The Consultant's vision for the organization of the work with a detailed description of the proposed actions to privatize the Asset. An opinion on the duration of the process, in case the Consultant's recommendations and suggestions will be adequately addressed within a reasonable timeframe required (10 points);

b) Proposal for a success fee. In this case, the amount of remuneration depends on the proposed selling strategy and the Seller shall give preference to proposals that provide a proportional "success fee" for the Transaction. The fixed part of the remuneration shall be in the form of a single figure and shall be free from subjective assumptions of the Consultant. In the case of the presentation of the proposal at a price range, the upper limit is taken for the evaluation of the proposal. Possible additional transaction costs (travel, transfer, etc.) should be included in the fixed portion of the fee (50 points);

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

d) Proposal for the organization of the Transaction in terms of project management. Details of the team to be involved in the proposed Transaction, with names of individuals and information about them: work experience, length of service, general transaction experience and specific transaction experience (20 points);

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

f) Information on whether there is a conflict of interest. Indicate whether the Consultant currently has a mandate for a potential transaction that might present a conflict, should they be involved in this Transaction.

Scope of work of the consultant on the privatization process:

I. Analysis of the market for the production of phosphate concentrate and phosphate flour:

•  analysis of the market and prerequisites for the development of the industry in Uzbekistan and in the region, the necessary conditions for the development of enterprises of the industry;
• analysis of the experience of privatization of the branch enterprises in other (including neighboring) countries, the main reasons for failures in the privatization of this type of Asset, the factors that ensure the success of privatization and further development of the branch;
• On the basis of the analysis a plan of measures necessary for successful organization of processes of privatization of the Asset will be developed. 

II.Consultations on the pre-sale preparation of the Asset:

• Provision of proposals to improve the investment attractiveness of the Asset, improve the corporate structure and corporate governance based on best practices and a review of comparable peer companies;
• Conducting a comprehensive (tax, legal, financial and environmental) analysis (due diligence) 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;
• making recommendations for building public relations and answering their questions;
• Review of suitable valuation methodologies and their relevance to investors, providing a value range recommendation;
• identifying key factors, key indicators and assumptions that affect the valuation, including from an investor's perspective;
• Engaging other consultants within the project (if necessary) and coordinating their work.

III. Support 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 preparation of all necessary documentation, including draft sale-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 consortium bids, please provide the consortium agreement as well as indicate the main consultant (usually called consortium leader) coordinating the bid. In this case, the total cost of services must be specified.

(2) If consultants' proposals are scored less than 30 points under points a, b and c, the proposal is not subject to evaluation under point d.