In accordance with the relevant privatization programs, the State Assets Management Agency (hereinafter - the UzSAMA/Client) announces a tender to attract a professional consulting company (hereinafter - the Consultant) to organize privatization through open sales of 100% shares in the authorized capitals of Avto Climate Control LLC, 98,8% shares in the authorized capitals of Avtokomponent LLC and 70% shares in the authorized capitals of UZ CНASYS LLC (hereinafter - the Assets).

The main task of the Consultant is to provide recommendations on the method and form of privatization of the assets.

All interested applicants are invited to submit their proposals in accordance with the Request for Proposals (RfP) below by 18:00 (Tashkent time) on 25 July, 2024.

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.

For more information on this process, please refer to the contact below:

Samandarov Talat Yuldashevich - Deputy head of the Department of preparation and privatisation of state assets;

Tel: +998-71-259-20-67;

E-mail: tender@davaktiv.uz.

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

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 attract a consultant for the privatisation Avto Climate Control LLC, Avtokomponent LLC and UZ CНASYS LLC

Introduction

In accordance with the privatisation programmes, 100% shares in the authorized capitals of Avto Climate Control LLC, 98,8% shares in the authorized capitals of Avtokomponent LLC and 70% shares in the authorized capitals of UZ CНASYS LLC (hereinafter - Transaction) are subject to put up for public sales.

The sale process shall be organized in accordance with the best international practice, taking into account the requirements of the legislation of the Republic of Uzbekistan, sectoral and individual specifics of the Assets. In order to make a correct decision of the Client, independent appraisal of the Asset is carried out in accordance with the legislation.

This Request for Proposals (hereinafter - Request) 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 annex of this Request for Proposals. Consultants may enter into a consortium or submit joint proposals to provide the full range of services.

No success fee is payable when assets are privatized by auction or competitive sales on the recommendation of a consultant.

According to Article 20 of the Law on Limited and Additional Liability Companies:

• when buying a share (part of a share) sold by any of the participants of a company, the participants of a company shall enjoy a pre-emptive right before third parties;
• if other shareholders of a company have not used their pre-emptive right of purchase of share (part of share) sold by shareholder of a company, it is noted that a company has pre-emptive right of purchase of this share (part of share).

If the company's members or the company exercises its pre-emptive right to acquire a share, the consultant's services are limited to legal co-operation, including the drafting of the sale and purchase agreement.

Brief information about assets

Avto Climate Control LLC - founded in 2010, the company is producing heating and cooling systems for automobiles.

• Authorized capital: 12,592.9 million UZS;
• Official website of the company: https://www.uzcc.uz
• TIN: 301 724 521.

Avtokomponent LLC - founded in 2010, the company is producing various car components.

• Authorized capital:  969,5 million UZS;
• Official website of the company: https://autocomponent.uz
• TIN: 200 244 688.

UZ СНАЅYS LLC - The company was founded in 2008 and its main activity is production of electric lighting systems for automobiles.

• Authorized capital: 12,960.9 million UZS;
• Official website of the company: http://uzchasys.uz
• TIN: 206 978 481.

Proposal structure and requirements for consultants

The proposal of the Consultant (individual applicant or Consortium) shall be prepared in English/Russian languages, contain information on the following:

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) Two-part Commercial Proposal (up to 50 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 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;

c) 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 (20 points);

d) Proposal for the organization of the Transaction in terms of governance of the project. Information about the team involved in the proposed Transaction, specifying the names of individuals and information about them: work experience, work experience, 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 carry out the assigned tasks;

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 he/she be involved in this Transaction.

Consultant's scope of work on the privatization process:

1. Analysis of the market for the automobile components production:

• Analysis of the market and prerequisites for the development of the sector in Uzbekistan and in the region, necessary conditions for the development of enterprises in the sector;
• analysis of the experience of privatization carried out in this sphere in other (for example, neighboring) countries, the main reasons for failures in privatization of this type of assets, factors ensuring further development of the sector and successful privatization;
• based on the analysis, a plan of measures necessary for the successful organization of asset privatization processes will be developed;
• development of methods and procedures for selling assets (real estate, shareholdings, industry and non-industry facilities), including those listed in the privatization program, as well as proposals and recommendations for implementation.

2. Tips for preparing the asset before its sale:

• Analysis of the experience of privatization of industry enterprises in other (including neighboring) countries, the main reasons for failures in privatization of this type of Asset, factors ensuring successful privatization and further development of the industry.
• Proposals to increase the investment attractiveness of the asset, improve its structure and management based on best practices and analyses of similar assets;
• Conducting a comprehensive (tax, legal, financial and environmental) in-depth due diligence analysis of the asset;
• Recommendations on optimal marketing strategy, preparation of marketing materials (teaser, info-memorandum, process status letter, etc.) and distribution of information materials to investors;
• preparation of marketing materials, including investment videos, handouts, etc..;
• providing recommendations on communicating with the public, answering their questions;
• selecting an appropriate valuation method and determining its relevance to investors, providing recommendations on price range;
• identify the main factors, key indicators and valuations affecting the valuation from the investor's perspective;
• engage other qualified consultants (if necessary) and co-ordinate their work.

3. 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.

(2) If consultants' proposals are scored less than 30 points under a, c and d clauses of The expected structure of the Consultants' proposals and the requirements for them, the proposal is not to be evaluated under b clauses.