The State Assets Management Agency (hereinafter - UzSAMA/Client), in accordance with the relevant privatization programs, announces a tender for the selection of a professional consulting company (hereinafter - Consultant) to organize the privatization through public sales of 100% state share in the authorized capital of JSC National Interbank Processing Center (HUMO) (hereinafter - Asset).

The consultants undertake to develop the method and conditions of privatization based on the study of investors' interest in the field of asset acquisition, taking into account network and individual features of the asset.

All interested applicants are invited to submit their proposals in accordance with the following Request for Proposals (RfP) by 18:00 (Tashkent time) on June 26, 2024.

In the case of a joint commercial proposal, the principal consultant must be named, who is responsible for coordinating the work of the consultant partner involved and assumes responsibility.

For information: Based on the Presidential decree of the Republic of Uzbekistan No. PD-381 dated November 30, 2023, in connection with the transformation of National Interbank Processing Center LLC into a joint stock company, the issue of shares of the company was registered with the National Agency of Perspective Projects on May 21, 2024.

The company issued 155,448,748 ordinary shares with nominal value of 1 thousand soums and total value of 155.4 billion soums, 100% of which are placed in the UzSAMA.

Interested consultants are kindly requested to submit proposals in coded form, to the contact address below:

Talat Samandarov - Head of the Department of UzSAMA;

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

E-mail: tender@quallitygreen.com.

Disclaimer:

his solicitation does not constitute an obligation to submit a commercial proposal, the Purchaser is not entering into any obligation to accept any proposal or to enter into a contract pursuant to this solicitation. Accordingly, this solicitation does not imply a contract by virtue of the publication of this solicitation and/or the receipt of bids in connection therewith, or by negotiation and discussion with one or more of the selectors with respect to the Transaction.

The materials and information contained herein are intended as 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 Sales Consultant.

The selection participants cannot and should not rely on anything other than the sole limited purpose of preparing initial presentations and proposals for the Client in connection with the selection process.

Request for Proposals (RfP) to attract a professional consulting company for privatization of JSC National Interbank Processing Center (HUMO)

Introduction

In accordance with the Decree of the President of the Republic of Uzbekistan from April 19, 2024 №PD-162 provides for the sale of 100% share of JSC National Interbank Processing Center (HUMO) (hereinafter - the "Transaction").

The sale process must be organized in accordance with the best international practices, taking into account the requirements of the legislation of the Republic of Uzbekistan, industry and individual specifics of JSC National Interbank Processing Center (HUMO). For making internal decision of the Seller, the Asset is evaluated in accordance with the legislation.

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

Briefly about the Asset

JSC National Interbank Processing Center is an integral part of the payment system of Uzbekistan, also this payment system "Humo" based on bank payment cards is intended for operations in Uzbekistan and abroad.

• Charter fund: 155.4 billion UZS;
• Website: https://humocard.uz

More than 200 thousand terminals have been installed throughout Uzbekistan and there are also more than 23 million bank cards.

The processing center uses Tieto software. Company has many years of experience in issuing and servicing payment cards and implements projects.

The expected structure of the Consultants' proposals and the requirements for them

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

a) The Consultant's vision for the organization of the work with a detailed description of the proposed actions for the privatization of the Asset. Opinion on the duration of the process, in case the Consultant's recommendations and suggestions will be adequately responded to within a reasonably required time; (10 points);

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;
• success fee - the Client shall give preference to proposals providing for a success fee in proportion to the value ("success fee") of the Transaction.
  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.) and tax (VAT) must be included in the fixed part of the value;

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 (20 points);

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; (20 points);

e) A written statement of sufficient competence as well as human, time, and material resources to carry out the assigned tasks;

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. Analysis of the payment system market, investor interest in the industry and other related services:

• analysis of the market and prerequisites for the development of the industry in Uzbekistan and in the region, the necessary conditions for the development of enterprises of the industry;
• development of the form, method and conditions of sale based on studying the interest of institutional investors in the acquisition of an asset;
• analysis of the experience of privatization of industry enterprises in other (including neighboring) countries, the main causes of failures in the privatization of this type of asset, the factors that ensure the success of privatization and further development of the industry;
• On the basis of the analysis a plan of measures necessary for the successful organization of the processes of privatization of the Asset will be developed.

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

• submission of proposals to improve the investment attractiveness of the Asset, improve the corporate structure and corporate governance based on best practices and a review of comparable peer companies;
• conducting a complex (tax, legal, financial and environmental) analysis (due diligence) of the Asset;
• preparation of recommendations on optimal marketing strategy, marketing materials (teaser, information memorandum, procedural letter, etc.) and distribution of information materials to investors;
• preparation of marketing materials, including investment video, handouts, etc.
• providing advice on building public relations, answering their questions;
• reviewing appropriate valuation methodologies and their relevance to investors, providing a value range recommendation;
• identifying key factors, key indicators and assumptions affecting the valuation, including from an investor's perspective;
• Engaging 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 bidders, including answering questions from potential buyers;
• support of the sale process with the preparation of all necessary documentation, including the draft sale and purchase agreement (with translation into Uzbek and, if necessary, into English and Russian);
• 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 clauses of The expected structure of the Consultants' proposals and the requirements for them, the proposal is not to be evaluated under b clauses.