29 December 2021 1100

Announcement on the beginning of process on the sale of 63.4% shares in the authorized capital of “O'ZGAZLOYIHA” LLC

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”, the State Assets Management Agency of the Republic of Uzbekistan (hereinafter – Agency or Seller) announces its intention to sell 63,4 % shares in the authorized capital of "O'ZGAZLOYIHA" LLC (hereinafter referred to as “O'ZGAZLOYIHA” or the Company) through a competitive sale process (hereinafter – the Deal or Transaction).

Grant Thornton, an international company, acts as Agency' Consultant on the Transaction. The Agency authorizes “UzAssets investment company” (hereinafter - "UzAssets") to further organize the Transaction together with the Consultant.

Brief information about the Company:

  • The company was founded in 2004 and is focused on designing and prospecting activities for gas supply.
  • In 2020, O'ZGAZLOYIHA fulfilled works and services which worth 1.5 billion soums.
  • O'ZGAZLOYIHA has an area of 0.2 hectares, also buildings and constructions of 6,419 square meters at the address: Tashkent, Avenue Beruniy, 83.
  • As a compact project organization, the number of employees is 48 at the end of 2020. Professional team of employees, which is the main core strength of the Company, is able to perform complex design and research work in the field of planning for the construction of gas and oil facilities.
  • According to the measures which taken by the Government of the Republic of Uzbekistan in this industry, the Company has the widest prospects for further development.

Sale process:

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

The process consists of receipt of bids from interested participants and then binding offers from 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) including the following information:

  1. A copy of the certificate of State registration;
  2. Consolidated audited financial statements for the last 2 years;
  3. Information about all shareholders (and their ownership fractions) and ultimate beneficiaries;
  4. Proposal of the price and terms of the Transaction;
  5. the ability to finance the Transaction, as well as the operating activities of the Company, at the expense of own and/or borrowed funds;
  6. 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 businessmen and bankrupts, as well as in similar lists of the Republic of Uzbekistan;
  7. Compliance with the Law of the Republic of Uzbekistan No. 660-II (as amended on January 15, 2019) "On Combating the Legalization of Proceeds of Crime, the Financing of Terrorism and the Financing of Proliferation of Weapons of Mass Destruction".

The non-binding offers may be prepared in Uzbek, Russian or English, at the discretion of the Participant.

As a result of the review of applications and attached documents, participants will be personally informed about the results of the selection and the next steps.

After the review of non-binding offers, the Bidders who are the best offers will be provided with additional information about the Company, including analytical reports (due diligence) prepared by Grant Thornton, a draft sale and purchase agreement and will be invited to prepare binding offers. The deadlines for preparation of binding offers and requirements to its structure will be communicated to the selected bidders individually.

The deadline for bids in the form of non-binding proposals is no later than 18:00 Tashkent time on February 10, 2022.

The EOI must be sent to the following email addresses: Obidjon.azimbaev@uz.gt.com, nematulla.karimov@uz.gt.com, sh.oxunov@davaktiv.uz and a.kahhorov@uz-assets.uz.

The bidding process is open to all Participants. The transaction will be carried out in accordance with the requirements of the Law of the Republic of Uzbekistan "On Limited Liability Companies and Additional Liability Companies".

Disclaimer

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 Agency, UzAssets, Company and Grant Thornton with respect to the sale of the Company, which could be inferred from the publication of this announcement. Agency reserves 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) terminate the sales process for any reason; and/or
  • (iii) 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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