Announcement on collection of non-binding offers on the sale of 64.08% of shares of JSC “Qo’qon Mexanika 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 64.08% shares in the chartered capital of JSC “Qo’qon Mexanika Zavodi” (hereinafter referred to as QMZ 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:

QMZ began operating in 1933. The plant is one of the first enterprises in Central Asia to produce large tanks and vessels for storing oil products under high pressure, as well as other products for the needs of oil and gas companies.

The presence of main and auxiliary workshops, as well as engineering facilities that provide the production process with energy resources, make it possible to provide a full production cycle.

The plant has a staff of qualified engineers and specialists, allowing to develop new nomenclature of products and equipment. Among the clients and partners of QMZ are such companies as JSC UzTransGas, JSC Khududgaztaminot, Fergana Oil Refinery LLC and many others. The production site is located in Kokand, Fergana region, on an area of ​​12.15 hectares.

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, 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;
• the main conditions of the proposed Transaction (non-binding offer);
• 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 offers is no later than 6:00 p.m. Tashkent time on November 22, 2021.

The EOI and BOs must be sent to the following email addresses: rmukhametshin@deloitte.uz, yvazhov@deloitte.ru and sh.saidniyozov@uz-assets.uz.

The bidding process is open to all interested Participants.

The deadline for the submission of binding offers will be communicated by the Consultant to the Applicants who have passed to the next stage, additionally. 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, Applicants, along with binding offers, must submit their comments on the SPA, which can also be discussed at the negotiation stage.

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 Deal in accordance with 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, QMZ 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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