As previously reported, UzSAMA has commenced collecting Expressions of interest in acquiring 100% of the state-owned shares in equity capital of the JSC "National Interbank Processing Center" (hereinafter – the Asset).

To carry out the process based on the best international practices, the Agency engaged Deloitte (hereinafter the Advisor) as the privatization advisor for the Asset, while KPMG was engaged as the independent appraiser.

At the first stage, the Advisor carried out market sounding, which included sending out investment teasers through a wide network of Deloitte. As a result, the Advisor received expression of interest from 8 local and international investors from Europe and Asia.

All applications received by the Advisor were reviewed for compliance with the following previously announced criteria:

• Sufficient financial resources to acquire the state shares.
• 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 payment system operators and payment organizations.”
• Neither the Applicant (and 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 equity capital;
• Absence of any judicial, administrative, arbitration or other proceedings that could result in a ban on participation in the privatization process and a positive business reputation;
• Compliance with the Law of the Republic of Uzbekistan No. 660-II “On combating the legalization of proceeds from criminal activity, the financing of terrorism and the financing of the proliferation of weapons of mass destruction”,
• Neither the Applicant (nor, in the case of the Consortium, any of the Consortium Members) shall be/are listed on the public sanctions lists of the European Union and the United States, as well as any of the major international development banks (the World Bank, the European Bank for Reconstruction and Development, the Asian Development Bank), or, as of the date of submission of the Application, shall be/are a sanctioned person/s or the subject/s of any proceedings or investigation by the above-mentioned sanctions authorities. Also, neither the Applicant (and in the case of the Consortium, any of the Consortium Members) nor any of its/their Associated Persons shall be involved in any way in any activity (directly or through any subsidiary) that is contrary to the sanctions regime of the above-mentioned institutions and states, and neither the Applicant (and in the case of the Consortium, any of the Consortium Members) nor any of its/their Associated Persons shall have as main financiers or creditors banks or financial institutions that are sanctioned persons or persons controlled by or owned by sanctioned persons.

Based on the results of the analysis, the Advisor concluded that 6 applicants met the above criteria and proposed to consider them for participation in the next stage of the privatization process.

The analysis has been reviewed and approved by the State Commission for the Privatization of State Assets and Coordination of Privatization Processes, from which permission was received to proceed to the next stage of the privatization process.

All bidders who have submitted Expressions of Interest will be sent individual notifications by the Advisor, and the six bidders who meet the published criteria will receive individual Process letters with a similar description of the next stage of the privatization process.

Information about the next step of the process:

Upon signing the Non-Disclosure Agreements (NDA), participants will have access to a virtual data room (VDR) containing detailed financial, legal and operational information about the Asset, including an analytical report prepared by the Advisor Participants will have the opportunity to carefully study this information, conduct their own due diligence of the Asset and prepare their Binding Offers (BO).

During the preparation of binding proposals, participants will also be presented with key terms and conditions for the acquisition and further operation of the Asset (Term Sheet) in accordance with the requirements of the Law of the Republic of Uzbekistan “On Payments and Payment Systems” and “On Personal Data”, which must be accepted by participants simultaneously with the submission of binding offers.

Binding offers will be accepted by the Advisor until 23:59 (Tashkent time) on November 15, 2024.

Before the mentioned deadline, the applicants will also have to transfer, through their personal account in the electronic trading platform "E-auksion", at least 1% of the amount of the proposed binding price offer as a guarantee payment (mortgage). In this case, this guarantee payment (mortgage) is returned to the participants upon completion of the process, and the guarantee payment (mortgage) of the winner of the privatization process is transferred to the privatization fund as part of the redemption payment.

The personal account and bank account details opened on the electronic trading platform "E-auksion" will be sent to participants by the Consultant via individual Process letters.

The State Assets Agency expresses gratitude to all participants who have shown interest in the privatization process and submitted applications, and also expresses confidence in further constructive cooperation with applicants who have successfully passed the “Expression of Interest” stage.

Disclaimer:

The State Assets Agency reserves the right to change the sequence of the implementation process or to refuse to implement the Asset to or negotiate with any potential buyer(s) at any time without explanation.

This announcement or any of its contents shall not be construed as a form of commitment on the part of the State Assets Management Agency, Deloitte with respect to the Asset Implementation that might be inferred by the publication of this announcement. The State Assets Management Agency and Deloitte reserve the right, in their absolute discretion, at any time and in any respect, without incurring joint or several liability:

(i) to change the deadline for submission of applications;

(ii) to follow different procedures in relation to different interested parties, and/or to negotiate with one or more potential buyers within the schedule and manner jointly agreed by the State Assets Agency and Deloitte to the exclusion of any other potential buyer(s) without prior notice;

(iii) to terminate the sale process for good cause; and/or

(iv) reserves the right to terminate all discussions and negotiations with any potential buyer(s) regarding the Transaction at any time and without giving any reason.