The State Assets Management Agency of the Republic of Uzbekistan ("the State Assets Agency/ “the Customer”) in accordance with the relevant privatization programs announces the selection of professional consulting company ("the Consultant") for the sale of "Uzbekistan Airways" JSC ("the Seller") owned certain airplanes divided by lots, types and models of airplanes (the "Asset").

All interested applicants are invited to submit their proposals in accordance with the Request for Proposals (RfP) below, no later than August 29, 2022 at 18:00 (Tashkent time).

Interested consultants are asked to send proposals in coded form to the contact address below:

Vohidjon Tojiyev, deputy head of the department of transformation and privatization 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 Customer and the Seller.

Disclaimer

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 works 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 consultant services for the sale of certain airplanes belonging to "Uzbekistan Airways" JSC (RfP)

Introduction

In accordance with the Presidential Resolution of the Republic of Uzbekistan №PR-5100 "On measures to transform and support civil aviation enterprises" dated 30 April 2021 the sale of airplanes of "Uzbekistan Airways" (the Transaction) was considered.

The sale process shall be organized in accordance with international best practice, taking into account industry and individual characteristics of airplanes market and the requirements of the legislation of the Republic of Uzbekistan. A report of the valuation value of the asset prepared by one of the "Big Four" international valuation companies (BIG 4) will be taken into consideration for the Seller's decision.

Briefly about Asset

Asset (18 airplanes and 1 simulator belonging to Uzbekistan Airways JSC) are divided into 6 lots, while the structure of lots can be changed according to the consultant's recommendations, taking into account the market analysis and demand.

The Consultant's proposal shall be prepared in Russian/English or Uzbek and shall include 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 Assets. View on the duration of the process if the Consultant's recommendations and suggestions will be adequately responded to within a reasonably required time, whereby the period shall not exceed 3 months from the date of signing the agreement (up to 10 points);

b) Information about the Consultant’s experience in transactions with similar assets, including relevant professional experience (at least 5 years) in aircraft sales
(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, general experience in concluding transactions and specific experience in conducting transactions (up to 15 points);

d) The commercial proposal includes a success fee (including VAT and all other costs) (up to 40 points) - the Customer is giving preference to commercial proposals with a "success fee" proportional to the value of the Transaction.

In the case of a proposal being submitted at a price in the range, the upper limit of the price shall be used to assess the proposal.

Payment will be made upon the sale of each Lot.

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

f) Information on whether there is a conflict of interest. Indicate whether the Consultant currently has a mandate for a potential transaction that could give rise to a conflict if involved in this Transaction.

Scope of work of the Consultant on the privatization process:

I. Analysis of the Asset:

Description of the Asset, physical characteristics, current condition, competitive advantages;

analysis of title documents and potential legal liabilities;

Risk analysis: identifying potential constraints from an investor's point of view and the most common reasons for the failure of such transactions. Provision of recommendations on mitigation measures to mitigate the risks identified.

II. Consultations on pre-sale preparation of an Asset:

Selecting at least two options that could lead to an effective privatisation and developing an action plan for the privatisation of assets (containing the proposed privatisation methods, necessary actions and their timing, for each of the proposed options) assessing the risks associated with each of the proposed scenarios. The privatisation options should also include a legal and closing section. If necessary, the Consultant can propose a mix of lots in order to achieve an efficient sale of the Asset;

Recommendation of the best privatisation option.

The time frame for the service is three months.

Requirements for the Consultant:

1. The consultant should demonstrate sufficient experience in implementing consultancy services for the sector and introduce the key team members assigned to the tasks described.
2. The consultant should demonstrate sufficient experience in M&A transactions, including transactions within privatisation processes.
3. The consultant should ensure that it has sufficient material and human resources to carry out the task in a timely manner.

(1) 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.