The State Assets Management Agency of the Republic of Uzbekistan (hereinafter – the UzSAMA/The Seller) announces the selection of a professional consulting company (hereinafter – Consultant) for the privatization of the “Universal Mobile Systems” LLC in accordance with the relevant privatization programs.

All interested applicants are invited to submit their commercial proposals based on this Request for Proposals (RfP) no later than 18:00 PM (Tashkent time) 4 July 2022.

It is expected that all proposals and advisory services required for the privatization of assets will be provided by consultants. 

Consultants may form a consortium to carry out the required scope of work or cooperatively provide joint proposals.

If the application is submitted by a consortium, a consortium agreement must be provided. If a joint proposal is submitted, a key consultant must be named who is also responsible for coordinating the work of the consulting partner involved and assumes responsibility.

Interested Consultants are asked to deliver a commercial offer to the contact addresses listed below:

Jon Nаsirov, Head of the Department of Transformation and Privatization of Large State Assets of the State Assets Management Agency of the Republic of Uzbekistan;

Tel.: + 998-71-259-21-30; e-mail: j.nasirov@davaktiv.uz;

Shokhruh Okhunov, Head of the department for ensuring the coordinated actions of the State Assets Management Agency of the Republic of Uzbekistan;

Tel.: +998-71-259-21-87; e-mail: cooperation@davaktiv.uz.

It is expected that the work on the Transaction will be carried out in close cooperation between the representatives of the Consultant, the Seller and the Asset, if necessary, with a visit to the Asset and providing practical assistance to the Asset team in data collection.

Disclaimer

This request does not constitute a commitment to submit an offer, the Seller does not give any obligation to accept any offer or conclude any contract in accordance with this Request. Accordingly, this Request does not imply the conclusion of a contract by virtue of the publication of this Request and/or receipt of applications in connection with it, or through negotiations or discussions with one or more selection participants regarding the Project.

The materials and information contained in this document are intended to serve as a preliminary summary of only the most important aspects of the Project and a general indication of the scope of work that can be expected from a Privatization Consultant.

The Seller reserves the right to decide on the sale process, including on the basis of their recommendations.

Request for Proposals (RfP) for consultant services for privatization of the state share in the authorized capital of the “Universal Mobile Systems” LLC

Introduction

In accordance with the Presidential Decree from March 18, 2022 № PD - 168 it is stated to privatize of "Universal Mobile Systems" LLC by selling 100.0% of state shares in the authorized capital of LLC (hereinafter - the Transaction).

The sale process should be organized according to the best foreign and local practice, considering the industry and individual specifics of the mobile telecommunications market and the requirements of the legislation of the Republic of Uzbekistan, for the decision of the Seller, an independent assessment of the Asset in accordance with the law with the national legislation, on the basis of financial statements prepared in accordance with International Financial Reporting Standards (IFRS).

The required scope of work of the Privatization Consultant to support the Transaction is described in the attachment to this Request. Consultants may form a consortium to carry out the required scope of work or cooperatively provide joint proposals.

Briefly about the Asset

Universal Mobile Systems LLC (UMS LLC, under Mobiuz trademark) is a telecommunication company of Uzbekistan, which provides modern services of mobile voice communication and mobile Internet access in 4G LTE, UMTS and GSM standards under Mobiuz trademark.

The central office of UMS LLC is located in Tashkent, Amir Temur avenue, 24. The commercial launch of the mobile operator took place on December 1, 2014.

At the end of 2021, the company received net revenues of 1,133, 7 billion UZS, net profit of 96.5 billion UZS and total net assets of 1.4 trillion UZS.

The number of clients is 6.6 million as of May 1, 2022.

Expected structure of Consultants’ proposals and requirements for them

Preference is given to a consultant with relevant knowledge and experience in digitalization and telecommunications.

The proposal of the Consultant (individual applicant or consortium) must be prepared in Russian/English or Uzbek, contain information about 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) The commercial proposal consists of two parts (up to 40 points):

The fixed part of the remuneration should be in the form of a single figure and free from the subjective assumptions of the Consultant himself;

At the same time, the amount of remuneration depends on the proposed Sales Strategy and the Seller gives preference to offers that provide a proportional reward for the success (“success fee”) of the Transaction;

If the offer is presented at a price in the range, then its upper limit is taken to evaluate the offer. Possible additional operating expenses (for travel trip, transfer, etc.) should be included in a fixed part of the cost;

e) A written statement on the availability of sufficient competence, as well as human, time, and material resources to complete the tasks.

f) Information about 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 them, if involved in this Transaction.

Scope of work expected from a privatization Consultant

I. Mobile telecommunication market analysis

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 industry enterprises; description of the basic rules for regulating the market of mobile telecommunication in Uzbekistan;

analysis of the experience of privatization of industry enterprises in other (including neighboring) countries, the main reasons for failures in the privatization of this type of asset, factors ensuring the success of privatization and further development of the industry.

II. Asset Analysis

description of the Asset, its market and competitive positioning;

risk analysis: identification of potential areas for concern about the Asset from the investor's point of view and the most common reasons for the failures of such transactions. Providing recommendations on measures to reduce the identified risks;

conducting legal expertise, including, but not limited to the study of issues on:

determining the ownership of a trademark, market brands and other aspects of intellectual property;

determining the grounds and providing an opinion, including substantiation of legal aspects on the results of business and other economic activities related to the use of property, as well as the creation, accretion, acquisition of property by transactions, inheritance, acquisition of title in favor of the asset or to the property of third parties, limited property rights, established on the property of the Asset in favor of third parties;

claims and debts, the status of claims, as well as measures taken to recover debts and enforcement;

situations with compliance with labor and antimonopoly legislation, regulations on environmental protection;

recommendation on the mechanism of Asset privatization with a description of the sequence of actions and suggestions for the text of the announcement.

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;

Coordination of activities with other consultants and evaluators in the transaction (if necessary).

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) If a consortium applies, it is asked to provide a consortium agreement, as well as specify the main Consultant (usually referred to as the leader of the consortium), coordinating and responsible for the work of the Consultant-partner involved. In this case, the total cost of services should be indicated.

(2) If consultants' proposals do not meet the requirements specified in paragraphs a, b and c, the evaluation score provided in paragraph d does not apply.