22 May 2022

Announcement on the beginning of the sale process of 51 % of shares in JSC “Central asia trans”

In accordance with the Decree of the President of the Republic of Uzbekistan dated February 11, 2021 No. UP-6167 “On measures to further accelerate the processes of privatization of state assets”, JSC “UzAssets Investment Company” (hereinafter, “UzAssets” or the “Seller”) announces its intention to sell a stake in the authorized capital of JSC "Urta Osiyo Trans" (hereinafter, the “Company”) in the amount of 51.0%, through a competitive sale process (hereinafter, the “Transaction or the “Sale”). The consultant in this Transaction is a consortium of companies led by “Merritz” law firm.

Brief information about the Company

The Company is engaged in the organization and implementation of export-import and transit transportation services, including multimodal transportation services, forwarding services and services for the repair and maintenance of vehicles.

The Company employs 82 qualified specialists in the field of international transportation, transport forwarding and logistics. The company is located in the center of the transportation hub in the city of Tashkent on Kumarik street, 24, which is within close proximity to the international airport “Tashkent”.

The adoption of the new law No ZRU 706 “On Transport” (which entered into force on November 9, 2021) has given the strong impetus for the development of transport and forwarding services in Uzbekistan. The new law, among other things, defined the concept of “transport and logistics center”. In the context of Uzbekistan’s rising export potential, there is a growing demand to create logistics hubs with a wide variety of value added services. Taking into account the proximity to a major airport in the country, the territory owned by the Company may be used for the purposes of establishing such a logistics hub with various warehouses, logistics and administrative facilities tasked with streamlining goods dispatches and shipment. The Company's revenue for 2021 amounted to 2.43 billion soums, and it is expected that the road transportation services will grow in demand due to their speed and reliability, a low level of risk of loss or damage to the cargo, and the ability to provide “door to door” services.

Transaction process

The Sale is organized on a competitive basis, open to all interested parties (hereinafter referred to as the “Participant(s)”). The process will consist of receiving proposals from the Participants, following which the negotiation process will begin with one or more Participants.

Participants will be asked to express their interest in the form of a letter (hereinafter referred to as the "Expression of Interest") prepared in English, Russian or Uzbek, with the supporting documentation containing the following information:

  • The Participant’s ability to finance the Transaction using its own and/or borrowed funds;
  • The main terms and conditions of the proposed Transaction (non-binding offer);
  • Absence of criminal proceedings and investigations in relation to the founders, officers and beneficiaries of the Participant, and that they are not listed as pseudo-entrepreneurs and bankrupts, and other similar lists of the Republic of Uzbekistan;
  • The Participant’s ability and readiness to perform applicable social obligations in relation to the staff of the Company, no less than those described in the existing collective agreements;
  • Compliance with the requirements of the Law of the Republic of Uzbekistan "On counteracting the legalization of proceeds from crime, the financing of terrorism and the financing of the proliferation of weapons of mass destruction".

Submission of Expressions of Interest and the aforementioned documents, after obtaining the approval of the Seller, gives the Participant the opportunity to review the information about the Company, as well as the reports prepared by the consortium of consultants accessible in a virtual data room. In order to obtain the access, the Participants will be required to sign the Non-Disclosure Agreement. At this stage, they will also receive the Process Letter outlining the main requirements for the Binding Offer and a draft Share Purchase Agreement (“SPA”). The deadline for submitting the Expressions of Interest and related documents is no later than 18:00 Tashkent time on June 24, 2022.

The Expressions of Interest and the supporting documents must be sent to the following email addresses: dbayzakova@merritz.com, spulatova@merritz.uz and d.zaripov@uz-assets.uz.

The deadline for the submission of binding proposals will be communicated separately by Merritz to those Participants, who have passed to the next stage of the process. Upon receipt of binding proposals, UzAssets, within two weeks, will determine the list of Participants admitted to the negotiations, and these Participants will be individually notified of the selection results. Participants, along with their binding proposals, must submit their comments on the SPA, which can also be discussed at the negotiation stage.

The Participant, which offers the best price and the terms of the Sale will be declared as the winner. The Seller will invite the winner to conclude the Transaction in accordance with the legislation of the Republic of Uzbekistan.

Disclaimer

The Agency 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 the Agency, UzAssets, the Company and “Merritz” law firm to sell the Company, which could be inferred from the publication of this announcement. The Agency reserves the right, in its sole discretion, at any time and in any respect, without assuming joint or several liability

The Agency 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 the Agency, UzAssets, the Company and “Merritz” law firm to sell the Company, which could be inferred from the publication of this announcement. The Agency reserves the right, in its sole discretion, at any time and in any respect, without assuming joint or several liability

(i) make changes to the application deadline;

(ii) terminate the sales process for any reason; and/or

(iii) terminate any discussions and negotiations with any prospective purchaser(s) with respect to the Transaction at any time and without explanation.

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