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11 August 2022

Announcement on attracting a professional consulting company for the privatization of JSC «Dori-Darmon»

The State Assets Management Agency of the Republic of Uzbekistan (hereinafter - the "State Assets Agency"/"Seller"), in accordance with the relevant privatization programs, announces a tender for the selection of a professional consulting company (hereinafter - the "Consultant") for the privatization of JSC "Dori-Darmon" (hereinafter - the "Asset").

All interested applicants are invited to submit their proposals in accordance with the Request for Proposals (RfP) below, no later than August 27, 2022 at 18:00 (Tashkent time).

If a joint commercial proposal is submitted, the key consultant who is responsible for coordinating the work of the consultant partner involved must be specified.

Interested consultants are asked to submit proposals to the contact addresses below (coded):

Vohidjon Tojiyevdeputy head of the department of transformation and privatisation of large state assets of the State Assets Management Agency of the Republic of Uzbekistan;

e-mail: tender@davaktiv.uz;

tel: + 998-71-259-20-91.

It is expected that the work on the Transaction will be carried out in close interaction between representatives of the Consultant, the Client and the Asset, if necessary, with visits to the Asset and practical assistance to the Asset team in the collection of data.

Disclamer

This solicitation does not constitute an obligation to submit a commercial proposal, nor does the Purchaser make any commitment to accept any proposal or enter into any 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 or discussion with one or more selectors with respect to a Transaction.

The materials and information contained herein are intended to serve as a preliminary summary of only the most important aspects of the Transaction and as a general indication of the scope of work that may be expected from the Privatization Consultant.

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

Request for Proposals for the services of a consultant for the privatization of JSC "Dori-Darmon"

Introduction

According to the relevant privatization program, the privatization of JSC "Dori-Darmon" (hereinafter referred to as "the Asset") is provided for

The sale process must be organized in accordance with the best international practices, taking into account the industry and individual specifics of the pharmaceutical market and the requirements of the legislation of the Republic of Uzbekistan. For the decision of the Seller, an independent valuation of the Asset is carried out in accordance with national legislation, on the basis of financial statements prepared in accordance with International Financial Reporting Standards (IFRS).

Briefly about the Active

JSC "Dori-Darmon" is a leading wholesale and retail company in the dynamically developing pharmaceutical market of Uzbekistan. The company has regional divisions, which include 7 joint stock companies and 14 limited liability companies, including 17 warehouses, 15 analytical laboratories.

At the end of 2021, the company received a net income of 402.1 billion UZS and a net profit of 32.6 billion UZS.

The central office of the company is located in Tashkent, Almazar district, 1-A Yangi Olmazor street.

Expected structure of and requirements for Consultant proposals

Preference is given to a consultant with relevant knowledge and experience in the pharmaceutical market.

The proposal of the consultant (individual applicant or consortium) must be prepared in Russian/English or Uzbek and must contain information on the following:

a) The Consultant’s vision on the organization of work with a detailed description of the proposed actions for the privatization of the Asset. View on the duration of the process if the Consultant's recommendations and suggestions will be adequately responded to within a reasonably required time (up to 10 points);

b) Information about the Consultant’s experience in transactions with similar assets, including information about the Consultant’s mandates in the CIS region from January 1, 2017 – present (up to 35 points);

c) Proposal on the organization of the Transaction in terms of project management (phases, considering completion date). Information about the team that is involved in the proposed Transaction, indicating the names of individuals and information about them: work experience, work experience, general experience in concluding transactions and specific experience in conducting transactions. The knowledge of the Uzbek language by the team members is welcomed (up to 15 points);

d) Commercial proposal consists of two parts (up to 40 points):

fixed remuneration - in the form of a single figure (including VAT as well as all other costs) and together with this free of subjective assumptions of the consultant himself;

success fee - The Customer gives preference to offers that provide a success fee proportionate to the value ("success fee") of the Transaction.

In the case of presenting a price offer in a range, then the upper limit of the offer is taken for evaluation. Possible additional operating expenses (travel, transfer, etc.) must be included in the fixed part of the cost;

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

f) Information on the existence of a conflict of interest. Indicate whether or not the Consultant has The Consultant currently has a mandate for a potential transaction that could give rise to a conflict should he be involved in this Transaction.

Scope of work of the consultant on the privatization process:

I. Analysis of the pharmaceutical market:

analysis of the market and prerequisites for industry development 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.

II. Analysis of the Asset

description of the Asset, its market and competitive positioning;

Risk analysis: identifying potential areas of concern about the Asset from an investor's perspective and the most common reasons for failures of such transactions. Providing recommendations on measures to mitigate identified risks;

Conducting due diligence, including, but not limited to, examining issues of:

Determining ownership of the right to objectively expressed results of intellectual activity and equivalent means of individualization, including trademarks, market brands and other aspects of intellectual property;

determining the grounds and providing conclusions, including the substantiation of rights aspects of the results of entrepreneurial and other economic activities related to with the use of property, as well as the creation, acquisition of property in transactions, inheritance, acquisitive rights in favor of the Asset or on the property of third parties, restricted property rights established on the property Assets in favor of third parties;

encumbrances, including taking into account the measures taken for debt collection and enforcement;

the situation with compliance with labor and antitrust laws, provisions on environmental protection.

III. Consultations on pre-sale preparation of an Asset

proposals to increase the investment attractiveness of an Asset, improve the corporate structure and corporate governance based on best practices and a review of comparable analog companies during the pre-sale preparation period;

conducting a comprehensive (tax, legal, financial and environmental) analysis (due diligence) of an Asset;

recommendations on the optimal marketing strategy, preparation of marketing materials (teaser, information memorandum, procedural letter, etc.);

presentation of recommendations on building public relations, answers to their questions;

review of suitable valuation methodologies and their relevance to investors, providing recommendations on the cost range;

identification of key factors, key indicators and assumptions affecting the assessment, including from the investor's point of view;

involvement of other Consultants within the Project (if necessary) and coordination of their work.

IV. Transaction support

taking all measures aimed at privatizing the Asset, organizing a virtual data room (VDR) (as needed);

coordination of communication with potential applicants, including answers to questions from potential buyers;

support of the sale process with the preparation of all necessary documentation, including the draft contract of sale (with translation into Uzbek, if needed into Russian and English);

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

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