The State Assets Management Agency (hereinafter - "UzSAMA"/"Client"), in accordance with the relevant privatisation programmes, announces a competition for the selection of a professional consulting company (hereinafter - "Consultant") to organise the privatisation through public auction of 100% of the state share in the authorised capital of Invest Group Centre LLC (hereinafter - "Asset").

The Consultants undertake to develop the method and terms of privatisation based on the study of investor interest in the area of acquisition of the Asset, taking into account network and individual characteristics, as well as the preservation of the core business of 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 3 Jule 2024 to the email tender@davaktiv.uz.

In the case of a joint commercial proposal, a Principal Consultant must be identified who is responsible for coordinating the work of the engaged consultant partner and assumes responsibility.

It is additionally informed that the work on the Agreement may be carried out in close co-operation with the consultants' representatives and, if necessary, by establishing an additional project team in the Asset.

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 (RfP) to provide privatisation consultant services to Invest Group Centre LLC

Introduction

In accordance with the Decree of the President of the Republic of Uzbekistan dated 19 April 2024 DP-162 the sale of 100% share of Invest Group Centre LLC (hereinafter - Transaction) is envisaged.

The sale process should be organised in accordance with the best international practices, taking into account the requirements of the legislation of the Republic of Uzbekistan, industry and individual specifics, as well as obligations to preserve the core business of Invest Group Centre LLC.

In order to make an internal decision of the Seller, an independent valuation of the Asset shall be carried out in accordance with the legislation.

This Request for Proposals (hereinafter - "RFP") defines the requirements for the Consultant and the structure of its proposal to be evaluated, as well as describes the required scope of work to support the Transaction in the attachment of this RFP. Consultants may join a consortium or submit joint proposals in order to provide the full range of services.

Briefly about the Asset

Invest Group Centre LLC - the main activity of the Company is management of sports facilities intended for various sports.

• The authorised capital is 4.1 billion UZS;
• TIN - 202778694
• Address: Tashkent city, Mirzo-Ulugbek district, Akkurgan street, 16.

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:

The proposals should be in two parts:

1-Part. Qualifications of the Consultant (individual applicant or Consortium):

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; (10 points);

b) Information about the Consultant's experience with transactions involving similar assets, including information about the Consultant's mandates in the CIS region in the period from January 1, 2017 to the present (10 points);

c) Proposal for the organisation of work on the Transaction from the project management point of view. Details of the team to be involved in the proposed Transaction, including names of individuals and information about them: work experience, length of service, general transaction experience and specific transaction experience; (10 points);

2-Part. Evaluation of the Commercial (Price) Proposal (up to 70 points):

• fixed fee - in the form of a single figure (including VAT as well as all other costs) and at the same time free of subjective assumptions of the consultant himself;
• success fee - the Client shall give preference to proposals providing for a success fee in proportion to the value ("success fee") of the Transaction.

In the case of the presentation of the proposal at the price range, its upper limit is taken for the evaluation of the proposal. Possible additional transaction costs (travel, translation, etc.) and tax (VAT) must be included in the fixed part of the value.

Also, the following documents must be submitted:

a) A written statement on the availability of sufficient competence, as well as human, time, material resources to fulfil the assigned tasks;

b) Information on the existence of a conflict of interest. Indicate whether the Consultant currently has a mandate for a potential transaction that may pose a conflict for him/her, in case he/she is involved in this Transaction.

Consultant's scope of work on the privatisation process:

I. Market analysis and analysis of investors' 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, the necessary conditions for the development of enterprises in the industry;
• development of the form, method and terms of sale, including, taking into account the preservation of the main activity of the Asset on the basis of studying the interest of institutional investors in the sphere of acquisition of the Asset;
• analysis of the experience of privatisation of industry enterprises in other (including neighbouring) countries, the main reasons for failure in privatisation of this type of Asset, factors ensuring the success of privatisation and further development of the industry;
• on the basis of this analysis, a plan of measures will be developed for the successful organisation of the Asset privatisation processes.

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.