In accordance with the relevant privatization programs, the State Assets Management Agency (hereinafter - the "UzSAMA", the "Client"), announces a tender for the selection of a qualified professional consulting company with international experience (hereinafter - the "Consultant") to organize privatization through public sales of 95.2% state share in the authorized capital of JSC "Uzbekinvest" (hereinafter - the "Asset") in international markets.

The Consultant shall carry out the sales process (M&A) in international markets taking into account the network and individual specifics of the Asset based on the best foreign practices, as well as organize international marketing campaigns through the world's leading business publications and attract representatives of the international institutional business community.

All interested applicants are invited to submit their proposals in accordance with the Request for Proposals (RfP) below by 18:00 (Tashkent time) on August 16, 2024 to tender@davaktiv.uz.

In case of a joint (consortium) commercial proposal submission, the Principal Consultant who is responsible for coordinating the work of the involved consultant partner and assumes the responsibility shall be indicated.

Additionally, it is advised that work on the Agreement may be carried out in close cooperation with consultant representatives and, where appropriate, by establishing an additional project team within the Asset.

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

Samandarov Tal'at Yuldashevich - Head of Department of the UzSAMA;

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

E-mail: tender@davaktiv.uz.

Disclamer

This request does not constitute an obligation to submit a commercial proposal, nor does the Client make any commitment to accept any proposal or enter into a contract pursuant to this request for proposals. Accordingly, this solicitation does not imply the award of a contract by virtue of the issuance of this solicitation and/or the receipt of proposals in connection herewith, or by negotiations and discussions with one or more of the selectors with respect to the Transaction.

The materials and information contained herein are intended to be 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 Consultant.

Selection Participants cannot and shall not rely on anything except for the sole limited purpose of preparing initial presentations and proposals to the Client in connection with the selection process.

Request for Proposals to provide consultant services for the privatization of JSC "Uzbekinvest" on international markets (RfP)

Introduction

In accordance with the privatization programs, it is provided for privatization of 95.2% share of JSC "Uzbekinvest" (hereinafter - the Transaction) on international markets.

The sale process should be organized according to the best world practice within the framework of the requirements of the legislation of the Republic of Uzbekistan, taking into account the sectoral and individual specifics of JSC "Uzbekinvest".

To make an internal decision of the Client, an independent assessment of the Asset shall be conducted in accordance with the legislation.

This Request for Proposals (hereinafter - the "RFP") defines the requirements for the Consultant and the structure of its proposal to be evaluated, and also describes the required scope of work to support the Transaction in the annex of this RFP. Consultants may enter into a consortium or submit joint proposals in order to provide the full range of services.

Briefly about the Asset

JSC "Uzbekinvest" - provides insurance services to legal entities and individuals in all 17 classes of general insurance.

• Authorized fund: 282.2 billion UZS;
• Website: https://uzbekinvest.uz 

In December 2022, the organization "Moody's Investors Service Ltd." approved the financial stability rating of the company at the level of "Ba3" with the forecast "Stable". This indicator is the highest among the structures of the banking and financial sector of Uzbekistan.

It has 14 branches throughout Uzbekistan, more than 200 regional branches, including 26 city branches, as well as more than 800 insurance agents in the Tashkent city, regions and the Republic of Karakalpakstan.

Proposal structure and requirements for consultants

The Consultant's (individual applicant's or Consortium's) proposal must be prepared in Uzbek/Russian/English and must contain the following information:

1. a) Consultant's plan for organizing the international privatization process of the asset, including the sequence of further actions and scope of work. Conclusion on the duration of the privatization process, provided that the consultant's recommendations and suggestions will be adequately responded to within a reasonably required time (up to 10 points);
2. 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;
• The amount of remuneration offered depends on the trading strategy developed, and the Customer shall give priority to offers that provide a proportional payment for the success of the offer ("success fee");

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.) must be included in the fixed part of the value;

1. 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 (up to 20 points);
2. 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 (up to 20 points);
3. e) A written statement of sufficient competence as well as human, time, and material resources to carry out the assigned tasks;
4. 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.

Scope of work of the consultant on the privatization process:

I. Investor interest research in insurance services sector:

• Analysis of the market and prerequisites for the development of the industry in Uzbekistan and in the region, necessary conditions for the development of enterprises in the industry;
• development of the form, method and conditions of sale on the basis of studying the interest of institutional investors, including international investors in acquiring the Asset;
• analysis of the experience on privatizing companies of the sector in other (including neighboring) countries, the main reasons for failure in privatization of this type of Asset, factors ensuring the success of privatization and further development of the sector;
• on the basis of the analysis, development of a action plan necessary for the successful organization of the Asset privatization processes on the international markets.

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

• providing suggestions to increase the investment attractiveness of the Asset, improve the corporate structure and corporate governance based on international best practices and review of comparable peer companies;
  
• conducting a comprehensive (tax, legal, financial and environmental) due diligence analysis of the Asset;
  
• development of an optimal international marketing strategy, marketing materials (teaser, information memorandum, procedural letter, etc.) and establishment of an individual dialog among investors, including international investors, by distributing information materials;
  
• publication of prepared marketing materials, including investment videos, handouts in specialized publications and the world's leading business publications;
  
• Providing recommendations on building public relations and answering their questions;
  
• reviewing suitable valuation methodologies and their relevance to investors, providing recommendations on the range of values;
  
• identifying key factors, key indicators and assumptions affecting the valuation, including from an investor's perspective;
  
• attracting other consultants within the project (if necessary) and coordinating their work.

III. Maintenance of the Transaction:

• Taking all measures aimed at privatizing the Asset, organizing the virtual data room (VDR);
  
• coordination with potential applicants, including answering questions from potential buyers;
  
• support of the sale process with preparation of all necessary documentation, including the main terms of the transaction (Term sheet), draft Sale and Purchase Agreement;
  
• 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, the proposal is not to be evaluated under b.