25 August 2021 2110

Announcement on collection of non-binding offers on the sale of 44.71% of shares of JSC "Uzbekkimyomash zavodi"

In accordance with the Presidential Decree PD-6167 of the Republic of Uzbekistan, dated 11 February 2021, “On measures to further accelerate privatization processes of state assets”, “UzAssets Investment Company” JSC under the State Assets Management Agency of the Republic of Uzbekistan (hereinafter – UzAssets or Seller) announces its intention to sell 44.71% shares in the chartered capital of JSC "Uzbekkimyomash zavod" (hereinafter referred to as Uzkhimmash or the Company) through a competitive sale process (hereinafter – the Deal or Transaction).

Deloitte, an international company, acts as UzAssets' consultant on the Transaction.

Brief information about the Company:

Uzbekhimmash is a pioneer in the production of chemical and oil and gas equipment in Uzbekistan, operating since 1941. The plant specializes in the design, manufacture and service of heat exchange equipment, pumps, turbo compressors, column and tank equipment, as well as complex metal constructions.

The availability of own foundry and forging shops, engineering service and accredited laboratory makes it possible to ensure the full production cycle. Number of personnel of the plant exceeds 1000 workers. Among customers and partners of Uzkhimmash are such companies as UzTransGas, UzAvto, Lukoil, Gazpromneft, gas chemical complex Shurtan and many others.

The production site is located in Chirchik, Tashkent region, on 20.7 hectares territory. The company has significant electricity, natural gas, carbon dioxide, oxygen capacities and railroad connections (5.9 km from Chirchik station, capacity 250 railcars/10,000 tons per month).

Sale Process

The sale is organized as a competitive sale process open to all interested parties (hereinafter referred to as "Participants").

The process will consist of receipt of bids from interested participants and subsequent negotiations with one or more interested buyers.

Participants will be invited to express their interest in the form of a letter (hereinafter referred to as the "Expression of Interest" or EOI) prepared in English, Russian or Uzbek (at the discretion of the applicant, whereby the letter in Russian or Uzbek must be accompanied by a letter in English), along with supporting documents demonstrating:

  • the ability to finance the Transaction, as well as the operating activities of the Company, at the expense of own and/or borrowed funds;
  • absence of criminal proceedings and investigations with respect to the founders and beneficiaries, as well as the name of the buyer's officials in the international lists of false entrepreneurs and bankrupts, as well as in similar lists of the Republic of Uzbekistan;
  • compliance with the Law of the Republic of Uzbekistan "On Combating the Legalization of Proceeds of Crime, the Financing of Terrorism and the Financing of Proliferation of Weapons of Mass Destruction".

Submission of the EOI and the documents listed above gives the Applicant the opportunity to examine in detail the Company data prepared by Deloitte via access to the virtual data room, after they have signed the Non-disclosure Agreement. At this stage, Applicants will receive Process letter outlining the basic requirements for Binding Offers, draft of the Sales and Purchase Agreement ("SPA"). The deadline for submission of non-binding bids is no later than 6:00 p.m. Tashkent time on September 27, 2021, and binding bids within two weeks.

The EOI and BOs must be sent to the following email addresses: rmukhametshin@deloitte.uz  и yvazhov@deloitte.ru.

The bidding process is open to all interested Participants.

Based on the received binding offers, UzAssets, within two weeks, will determine the list of investors admitted to the Negotiations, who will be personally notified of the selection results. At this stage, the Seller and the Bidders will discuss the terms of the Transaction.

The participant who has proposed the best combination of the price offer, and the agreed terms of the SPA during the negotiations will be declared the winner. The seller will invite the winner to conclude the transaction in accordance with the rules of the Republican Stock Exchange “Toshkent” and the legislation of the Republic of Uzbekistan.

Disclaimer

UzAssets reserves the right to change the sequence of the sale process or to refuse to sell to or negotiate with any potential buyer(s) at any time without explanation.

This announcement, or any part of its contents, should not be construed as a form of commitment on the part of UzAssets, the Company, and Deloitte with respect to the sale of the Company, which could be inferred from the publication of this announcement. UzAssets and Deloitte reserve the right, in their sole discretion, at any time and in any respect, without assuming joint or several liabilities.

  • (i) make changes to the application deadline;
  • (ii) follow different procedures with respect to various interested parties, and/or negotiate with one or more potential purchasers within the schedule and procedure provided jointly by UzAssets, the Company, and Deloitte to the exclusion of any other potential purchaser(s) without prior notice;
  • (iii) terminate the sales process for any reason; and/or
  • (iv) terminate any discussions and negotiations with any potential buyer(s) with respect to the Transaction at any time and without giving a reason.
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