February 26, 2021
Regulations on the procedure of the sale of state shares in charter funds of LLCs
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APPENDIX N 3 |
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to the Resolution of the Cabinet of Ministers of the Republic of Uzbekistan |
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dated 06.10.2014 N 279 |
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Regulations |
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on the procedure of the sale of state shares |
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in charter funds (charter capital) of companies |
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with limited liability |
| I. GENERAL PROVISIONS |
| 1. The Regulations regulates the procedure of the sale of state shares in the charter funds (charter capital) of limited liability companies (hereinafter referred to as ‘the state share’) non-state legal entities, as well as individuals in the privatization procedure. |
| The Regulations does not apply to relations arising from the sale of a state share: |
| on the basis of a court decision; |
| at “zero” redemption value in unprofitable, low-profit and low-utilization enterprises in the field of industry and construction with a state share in the charter capital with more than 50 percent. |
| 2. For the purposes of the Regulations, the following basic terms are used: |
| company – a limited liability company, which has a state share in its charter capital; |
| state share auction (auction) – auction for the sale of the state share organized by the seller or a specialized organization providing services for organizing and holding auctions and tenders, including those held in electronic form in the manner established by the Cabinet of Ministers of the Republic of Uzbekistan; |
| auction organizer – a seller or a specialized organization that provides services for organizing and holding auctions and tenders on the electronic trading platform “E-IJRO AUKSION” (hereinafter referred to as a specialized organization) on the basis of an agreement concluded with the seller; |
| applicant – a non-state legal entity or individual (resident or non-resident of the Republic of Uzbekistan), who has declared its intention to participate in the auction; |
| participant – an applicant or his authorized representative admitted to participate in an auction or competition; |
| authorized representative – a person authorized by a participant (applicant) on the basis of a power of attorney to participate in an auction, tender or direct negotiations; |
| seller – the Agency for State Assets Management of the Republic of Uzbekistan (hereinafter referred to as the Agency) or its territorial departments (hereinafter referred to as the territorial departments); |
| buyer – a non-state legal entity or individual (residents and non-residents of the Republic of Uzbekistan) who concluded the sale and purchase agreement of a state share (hereinafter referred to as SPA) with the seller in accordance with the legislation; |
| State Tender Commission – the State Commission for Tendering on the Sale of State Property; |
| territorial tender commission – a tender commission chaired by the Chairman of the Council of Ministers of the Republic of Karakalpakstan, khokims of the regions and Tashkent city and including the heads of the territorial departments of the Agency (as deputy chairman of the tender commission), the Ministry of Finance, the Ministry of Economy, the State Tax Committee, the State Land Geodezcadastre, State Committee for Ecology, Ministry of Construction, Chamber of Commerce and Industry, Center for State Sanitary and Epidemiological Surveillance of the Ministry of Health of the Republic of Uzbekistan. |
| tender – a form of bidding to determine the buyer by choosing the best proposals submitted by the participants in accordance with the criteria and conditions of the tender documentation. Tender may be conducted in open or closed form; |
| open tender – a type of tender in which any non-state legal entity and individual can take part, having declared their intention to acquire a state share and fulfill the conditions of the tender; |
| closed tender – a type of tender in which specially invited persons can take part in accordance with the criteria established by the tender documentation; |
| tender conditions – conditions determined by the seller in the order and place of the tender, the offer price, encumbrances, investment and social obligations and requirements for participants; |
| tender documentation – a set of documents consisting of the rules for conducting a tender, tender proposal forms that contain initial information on the state share, on the conditions and procedure of the tender, provided to applicants by the organizer of the tender; |
| tender offer – an offer to conclude SPA on terms determined in the tender documentation; |
| bidding date – date and time of the auction or summing up the results of the tender; |
| redemption payment – monetary funds in national and (or) freely convertible currency (hereinafter – freely convertible currency), paid by the buyer for the acquired state share in the Fund for the Management, Transformation and Privatization of State Assets in one-time payment or by installments; |
| investment liabilities – liabilities to make investments in the company, taken by the buyer when buying state shares, which have a monetary value and are carried out in forms that do not contradict the legislation; |
| social obligations – obligations taken by the buyer in the sale of state shares that do not have a monetary value and are carried out in forms that do not contradict the legislation; |
| auction – a form of bargaining as determined by the buyer on a competitive basis, in which the right to conclude a SPA is received by the participant who offered the highest price. Auctions can be open or closed; |
| open auction – a type of auction in which any non-state legal entity and individual that has declared its intention to acquire a state share can participate; |
| closed auction – a type of auction in which specially invited persons, pre-selected according to the criteria established by the seller, can take part; |
| direct negotiations – negotiations to determine the buyer based on the results of the invitation announced by the seller to make offers; |
| initial price – the price set by the seller for the state share to be put up for auction. |
| 3. The sale of the state share is carried out by the seller on the basis of privatization programs (lists of companies) (hereinafter – the privatization program), formed in accordance with the proposals of state bodies or economic management bodies, companies, applications of non-state legal entities, as well as individuals and approved in the prescribed manner, by Resolutions of the President of the Republic of Uzbekistan, the Cabinet of Ministers of the Republic of Uzbekistan or the Chairman of the Council of Ministers of the Republic of Karakalpakstan and khokims of the regions and the city of Tashkent, according to the scheme in accordance with Appendix No. 1 to these Regulations. |
| State shares that are on sale, and are supposed to be sold in accordance with previously adopted privatization programs, are not subject to withdrawal from the auction when the period for the sale of these state shares is extended. |
| The determination of the period and conditions for the sale of state shares is carried out by the seller, unless otherwise established by Resolution of the President of the Republic of Uzbekistan, the Cabinet of Ministers of the Republic of Uzbekistan, the State Tender Commission or the Chairman of the Council of Ministers of the Republic of Karakalpakstan, khokims of regions and Tashkent city, adopted within their competence. |
| 4. The sale of state shares to residents of the Republic of Uzbekistan is carried out in the national currency of the Republic of Uzbekistan. |
| Non-residents of the Republic of Uzbekistan can acquire state shares for freely convertible currency or for the national currency of the Republic of Uzbekistan. |
| Non-residents of the Republic of Uzbekistan can use funds in national currency, which are on correspondent accounts of “loro” foreign banks, opened in authorized banks of the republic to acquire state shares. |
| II. INITIATION OF IMPLEMENTATION |
| STATE SHARES |
| 5. The sale of a state share can be initiated by state bodies or an economic management body, the company itself, non-state legal entities or individuals by submitting proposals or applications to the Agency or territorial departments. |
| 6. The proposal of the state body or the management body of the company itself on the sale of the state share shall be attached with: |
| a conclusion on the absence of the need to preserve the state share proposed for sale , which is signed by the first head of the state body, management body or the company itself and certified by the seal; |
| basic information about the company in the form established by the Agency; |
| a copy of the constituent documents of the company. |
| 7. Application for the sale of the state share: |
| from a non-state legal entity must be signed by the head or a person authorized by the head in the form in accordance with Appendix No. 2 to these Regulations; |
| from an individual must be signed by him or an authorized person in the form in accordance with Appendix No. 3 to this Regulations. |
| 8. The Agency or territorial departments, in the absence of restrictions on the privatization of the state share established by legislation, within five business days after receiving the application for the sale of the state share, sends a request to the relevant state body or economic management body, participants to submit an opinion on the feasibility of its implementation. |
| The conclusion, signed by the first head of the state body or economic management body and certified by the seal, is submitted to the Agency or the territorial department within five working days from the date of receipt of the request. |
| If there is a need to preserve this state share in state ownership, the Agency or territorial department, within ten business days from the date of receipt of the application (proposal) for the sale of the state share, informs the applicant of the refusal to sell this state share, indicating the reason for the refusal. |
| 9. In case of receipt of an application (proposal) for the sale of the state share in the territorial department, in the absence of reasons for refusing to sell, the territorial department, within fifteen business days from the date of receipt of the application (proposal) for the sale of the state share, sends information to the territorial tender commission with the following documents attached: |
| copies of the constituent documents of the company; |
| copies of the certificate of state registration of the company; |
| copies of the company’s cadastral documentation; |
| copies of financial statements ( forms NN 1 and 2 ) for the last three years, signed by the chief executive officer and certified by the seal; |
| information on the amount of accrued and paid (or not paid) dividends for the last three years on the state share; |
| information on the ratio of actual assets (after the annual revaluation of fixed assets as of January 1) to the state share in the charter capital of the company; |
| conclusions about the possibility of implementation. |
| The territorial tender commission considers the application (proposal) for the sale of the state share for its compliance with the approved criteria for making a decision on privatization by the Chairman of the Council of Ministers of the Republic of Karakalpakstan, khokims of the regions and the city of Tashkent. |
| If it is necessary to make a decision by the President of the Republic of Uzbekistan or the Cabinet of Ministers of the Republic of Uzbekistan, the territorial department, based on the decision of the territorial tender commission, sends the relevant information regarding the application (proposal) to the Agency with the necessary documents attached. |
| The agency, if necessary, can request additional information and documents about the company from the territorial department, indicating the deadline for their submission. |
| 10. If the Agency receives an application (proposal) for the sale of a state share, in the absence of reasons for refusal to implement, the application (proposal) is sent to the territorial body for the formation of documents specified in paragraph 9 of this Regulations, which are formed and submitted by the territorial department in within fifteen working days to the territorial tender commission. |
| 11. If the company does not have cadastral documentation for its respective objects, these documents are prepared as part of the pre-sale preparation of the state share in the manner prescribed by legislation. |
| 12. On the basis of the received applications (proposals) for the sale of state shares, the Agency and the territorial tender commission, as the applications are received, but not less than once a year, submit to the Cabinet of Ministers of the Republic of Uzbekistan proposals on approving privatization programs for state shares, which are subject to implementation by decision The President of the Republic of Uzbekistan or the Cabinet of Ministers of the Republic of Uzbekistan. |
| Proposals for the sale of state shares, which are subject to privatization by the decision of the Council of Ministers of the Republic of Karakalpakstan, khokimiyats of the regions and the city of Tashkent, are prepared by the territorial tender commission and are submitted, respectively, for approval to the Council of Ministers of the Republic of Karakalpakstan, khokimiyats of the regions and Tashkent city. |
| The list of companies, the state share in the charter capital of which is proposed for sale, included in the privatization program, can be formed in the context of territories or industries. |
| The privatization program is approved by the Chairman of the Council of Ministers of the Republic of Karakalpakstan, khokims of regions and the city of Tashkent, or the Cabinet of Ministers of the Republic of Uzbekistan. |
| Companies, the state share in the charter capital of which is subject to sale by decision of the President of the Republic of Uzbekistan, are included in the privatization programs approved by the President of the Republic of Uzbekistan. |
| 13. If, based on the results of consideration of the application (proposal) for the sale of the state share, it is included in the draft privatization program, the Agency or the territorial department shall inform the applicant about it in writing within one month from the date of receipt of the application (proposal). |
| 14. State shares can be bought by the participants of the company or by the company itself in order to exercise the preemptive right to purchase the share of a participant in the company, or sold at auctions, tenders and through direct negotiations in accordance with the procedure established by legislation and this Regulations. |
| III. PREPARATION FOR IMPLEMENTATION |
| STATE SHARES |
| 15. In accordance with the approved privatization program, the Agency or the territorial department sends a written request to the company to conduct an inventory of property and financial obligations in accordance with the National Accounting Standards. |
| 16. The inventory is carried out on the date of the interim balance sheet, and each line of the balance sheet must be confirmed by the corresponding inventory records. |
| Inventory acts drawn up on forms according to the applications NN 4 – 9 hereto and signed by the chairman and members of the inventory commission. |
| 17. Based on the results of the inventory of property and financial obligations, the company shall submit to the Agency or the territorial department: |
| a copy of the order on the establishment of an inventory commission; |
| minutes of meetings of the inventory commission; |
| inventory certificates signed by members and the head of the inventory commission; |
| copies of financial statements (forms NN 1 and 2) for the last year, signed by the first head of the executive body of the company and certified by the seal; |
| decoding of receivables and payables, including overdue; |
| according to the form approved by the Agency, the passport of the company with the attachment of photographs (at least four); |
| photographs of fixed assets (the number of photographs is determined based on the composition of the property). |
| 18. Within a week after reviewing the documents submitted by the company, the Agency or territorial department: |
| if there are significant deficiencies in the prepared documents, return them to the company for revision, indicating the reasons for the return and setting a deadline for their re-submission, but not more than ten business days from the date of their return; |
| if the submitted documents meet the requirements of clause 17 of the Regulations, concludes an agreement with an appraisal organization to assess the state share to be sold in the manner prescribed by legislation. |
| 19. The initial price of the state share when put up for auction is determined by the seller in the amount determined in the report of the appraisal organization on the appraisal of the share value and the expert opinion on the results of the examination of the validity of the appraisal report. |
| 20. The method, terms and conditions for the sale of the state share are established by the seller, unless otherwise specified in the decision of the President of the Republic of Uzbekistan, the Cabinet of Ministers of the Republic of Uzbekistan or the Chairman of the Council of Ministers of the Republic of Karakalpakstan, khokims of regions and the city of Tashkent, adopted within their competence. |
| 21. Organization and conduct of trades are carried out by a specialized organization at the expense of its funds, unless otherwise specified in the contract concluded between the seller and the specialized organization. |
| The seller may also act as the organizer of the auction in cases where government shares are sold by the seller himself. |
| IV. BUYING A STATE SHARE BY THE |
| MEMBERS OF THE COMPANY OR |
| SOCIETY ITSELF |
| 22. After determining the initial price of the state share, the Agency or the territorial department notifies in writing (against receipt or by mailing a registered letter with acknowledgment of receipt) of the company participants and the company itself of its intention to sell the state share in the charter capital of this company. |
| If a positive response is received from the company or its participants, the sale of the state share is carried out at the price determined by the seller in accordance with clause 19 of the Regulations, by concluding a SPA. |
| 23. If several members of the company are interested in the purchase of the state share, the Agency or the territorial administration shall sell the state share to these members in accordance with the size of their shares in the charter capital of the company. |
| 24. In case of refusal of participants of society and society itself from purchasing the state share or lack of response to the Agency or territorial department’s letter within a month from the date of notification of society, unless other period provided by the charter company or agreement of the participants of company, the state share can be sold at auction in the manner determined by the Regulations. The Agency or territorial department issues an order on the state share to be auctioned, in which it approves the initial price of the state share, the terms of sale and the type of auction. |
| 25. After the adoption of the order for the state share to be put up for auction and the publication of the corresponding notice in the media about the state share put up for the auction, this state share is not subject to revaluation. |
| V. THE SALE OF STATE |
| SHARES ON AUCTION |
| 26. To conduct an auction, the seller: |
| concludes an agreement with a specialized organization for the services of organizing an auction for the sale of a state share, which must contain the details of the parties, the subject of the contract, the rights and obligations of the specialized organization and the seller, including the provision of the auction organizer with the necessary documents and information about the state share being sold, the procedure mutual settlements and liability of the parties, other conditions in accordance with the legislation; |
| determines the date and type of auction (open or closed); |
| publishes a notice of an open auction (hereinafter – a notice of an open auction) on its official website (except in cases of closed auctions) . |
| 26-1. When selling the state share on the electronic trading platform “E-IJRO AUKSION”, the auction commission is not created. |
| 27. The specialized organization in accordance with the contract concluded with the seller and the seller’s administrative documents’ |
| sets the deadline for filing applications for participation in the auction; |
| no later than thirty days before the open auction, in the newspaper ‘Birzha’, periodicals of the Council of Ministers of the Republic of Karakalpakstan, khokimiyats of regions and Tashkent city, as well as on its website, places a notice of an open auction; |
| discloses information on the state share being sold in the manner prescribed by legislation; |
| registers applications of applicants for participation in the auction; |
| sends out notices of a closed auction (hereinafter – the notice of a closed auction) and receives applications from non-state legal entities and individuals specified in this notice; |
| provides applicants with samples of submitted documents and assists in their execution; |
| forms a list of auction participants from among bidders in accordance with the Regulations; |
| issues a ticket to the auction participants indicating the participant’s number and a special license plate; |
| from the moment of publication of the notice of an open auction, provide non-state legal entities and individuals, upon their requests, with additional information on the state share put up at the auction; |
| carries out the publication of information on the results of an open auction, which is published within thirty days from the date of the auction in the same mass media in which the notice of the open auction was previously published; |
| performs other functions in accordance with the concluded agreement. |
| 28. A notice about an open auction (about a closed auction) must contain the following information: |
| name and postal address of the organizer of the auction, his contact telephone number, fax, e-mail address; |
| the size of state share put up for auction; |
| the initial price of the state share; |
| name of the company, its location, profile of its activities; |
| date, time and place of the auction; |
| deadline for the conclusion of the SPA contract; |
| the amount, term and procedure for making a deposit, bank details for making it; |
| the last deadline (indicating the day and hour) for accepting applications; |
| address and contact phone number for additional information. |
| 29. When conducting a closed auction, the seller determines in advance a list of non-state legal entities and individuals that meet its requirements, to which the specialized organization sends a notice of the closed auction at least thirty days before the start of the auction. The notice of a closed auction is not published in the mass media and the auction is held among invited non-state legal entities and individuals. |
| 30. In order to participate in the auction, the applicant is obliged to make a deposit in the amount determined in accordance with the legislation as a guarantee of ensuring the fulfillment of obligations. |
| 31. Acceptance of applications for participation in the auction by means of bidding on the electronic trading platform “E-IJRO AUKSION”, the course of the auction, selection of the winner and registration of the auction results are carried out in the manner prescribed by legislation. |
| 36. Applicants are allowed to participate in the auction, whose applications are accepted by the organizer of the auction. |
| 40. Auctions for the sale of state shares are held in the form of tenders with a step-by-step increase in the initial price of the state share. |
| 46. Auctions are held once every ten business days within two months from the date of the first auction. |
| VI. THE SALE OF STATE |
| SHARES IN THE COMPETITION |
| 47. To conduct a tender, the seller: |
| concludes an agreement with a specialized organization for services of organizing a tender for the sale of state shares, which must contain the details of the parties, the subject of the contract, the rights and obligations of the organizer of the auction and the seller, including the provision of the organizer of the auction with the necessary documents and information about the state share being sold, the procedure mutual settlements and liability of the parties, other conditions in accordance with the legislation; |
| determines the date, conditions and type of competition; |
| publishes a notice of an open tender (hereinafter – a notice of an open tender) on its official website, except for cases of closed tenders. |
| 47-1. When selling the state share on the electronic trading platform “E-IJRO AUKSION”, the tender commission is not created. |
| Acceptance of applications for participation in the competition through bidding on the electronic platform “E-IJRO AUKSION”, the course of the competition, selection of the winner and registration of the results of the competition are carried out in the manner prescribed by legislation. |
| 49. The specialized organization in accordance with the contract concluded with the seller and the seller’s administrative documents: |
| discloses information about the state share exposed for sale and the company in the manner prescribed by legislation; |
| carries out the publication of information on the results of the competition within thirty days from the date of the competition in the same media in which the notice of the open competition was previously published; |
| performs other functions in accordance with the concluded agreement . |
| 50. A notice about an open tender (about a closed tender) must contain the following information: |
| the name and postal address of the organizer of the auction, its contact telephone number, fax and e-mail address; |
| the size of the state share put up for the competition; |
| the initial price of the sold state share; |
| the minimum amount of investment (with a breakdown of the form and conditions) and social obligations; |
| information about existing encumbrances; |
| name of the company, its location, profile of its activities; |
| date, time and place of opening the envelopes with the proposals of the bidders; |
| date, time, place and conditions of the competition; |
| the deadline for the conclusion of the contract for the sale of the state share (hereinafter – the contract for the sale and purchase); |
| the amount, term and procedure for making a deposit, bank details for making it; |
| the last deadline (indicating the day and hour) for accepting applications; |
| the address where a person can get the tender documentation and additional information. |
| 51. When holding a closed tender, the seller determines in advance a list of non-state legal entities and individuals, to whom the specialized organization sends a notice of the closed tender at least thirty days before the scheduled date of opening the envelopes with the bids. The notice of a closed competition is not published in the media, and the competition is held among invited non-state legal entities and individuals. |
| 52. To participate in the competition, the applicant is obliged to make a deposit as security for the fulfillment of obligations in the amount determined in accordance with the legislation. |
| 63. Evaluation of bids and determination of the winner of the tender are carried out according to the formula: |
| KP = (P * 0.8) + (I * 0.2), where: |
| KP – the participant’s bid; |
| P – proposal of the participant on the amount of the purchase payment for the state share; |
| I – the participant’s proposal on the amount of investment obligations. |
| 65. Competitions are held once every ten business days within one month from the date of the first competition. |
| VIII. REGISTRATION OF RESULTS |
| AUCTION AND COMPETITION |
| 67. Based on the results of the auction or competition on the electronic trading platform “E-IJRO AUKSION”, the SPA is concluded on the basis of the electronic auction protocol provided by the auction organizer. |
| 68. In case of evasion or refusal of the winner of the auction to sign the SPA: |
| the seller proposes to conclude a SPA with the auction participant who offered a price one step lower than the price proposed by the winner; |
| the seller proposes to conclude a SPA with the bidder whose proposals are most consistent with the bidding conditions. |
| If this participant also refuses to sign the SPA, the results of the auction or competition will be canceled. |
| The winner of an auction or competition who evades or refuses to sign the SPA will not be refunded the amount of the deposit he paid. |
| 69. In case of evasion or refusal of the winner of the auction or tender to sign the SPA and non-fulfillment of the terms of the agreement for the redemption of the state share, as well as participation in the revealed collusion and other actions that violate the auction or tender process, he cannot take part in the subsequent auctions on the sale of this state share. |
| IX. REALIZATION OF STATE SHARES |
| BY CONDUCTING DIRECT NEGOTIATIONS |
| 70. The sale of the state share through direct negotiations is carried out in the manner determined by the Regulations, unless otherwise established by a resolution of the President of the Republic of Uzbekistan or the Cabinet of Ministers of the Republic of Uzbekistan. |
| 71. After the recognition of the auction (competition), held in the manner prescribed by clauses 46 and 65 of the Regulations, void, as well as in the absence of at least one application that fully meets the terms of the auction, within a month from the date of approval of the last protocol of the auction (competitive) commission, the seller publishes an invitation to make offers for the sale of state shares in the newspaper ‘Birzha’ and periodicals of the Council of Ministers of the Republic of Karakalpakstan, khokimiyats of regions and Tashkent city, as well as on the official website at the initial price set at their putting up for auction (competition) . |
| 72. In the absence of an offer on the deadline for accepting bids from applicants set in the invitation, the mechanism of a step-by-step reduction in the price of state shares is applied in amount of 10 percent every 15 days, but not less than 50 percent of the initial price of putting up for a tender (auction). |
| In case of non-sale within one month after the reduction of the issuing price to 50 percent of the initial issuing price, the disposal of state shares is carried out in accordance with paragraph 95 of these Regulations. |
| 73. The invitation is published by the seller no later than thirty days before the deadline for accepting bids from the bidders and must contain: |
| name and postal address of the seller, his contact telephone number, fax and e-mail address; |
| the size of the state share offered for sale; |
| name of the company, its location, profile of its activities; |
| date, time and place of negotiations; |
| conditions for concluding the SPA (the proposed amount of redemption payments, investment and social obligations, the form, term and conditions for their payment); |
| information about existing encumbrances; |
| date and time of the deadline for accepting bids from applicants. |
| 74. Bidders’ proposals are submitted to the seller directly or by mail in person or through their authorized representative with the following documents attached: |
| for non-state legal entities – a copy of the certificate of state registration, a power of attorney drawn up in accordance with the procedure established by legislation for the authorized representative, with a copy of his identity document attached; |
| for individuals – a copy of the passport, for participation in direct negotiations of an authorized representative – a power of attorney for the authorized representative drawn up in accordance with the procedure established by legislation, with a copy of his identity document attached; |
| offers in a sealed envelope including: |
| the proposed amount of redemption payments and the period for their payment; |
| the proposed amount of investment obligations, forms, terms and conditions for their introduction (if necessary); |
| documents confirming the financial viability of the applicant and previously implemented investment projects in the relevant industry (if any) . |
| All sheets of the submitted documents must be certified by the applicant’s signature. |
| 75. Incoming proposals of the bidders are registered by the seller in a special journal with assigning each appeal a number indicating the date and time of their submission. |
| 76. The seller conducts negotiations with the applicant, the results of which are recorded in the protocol. |
| On the basis of the protocol, the seller issues a corresponding order and, no more than twenty days after the issuance of the order, concludes the SPA with the buyer in the manner prescribed by legislation. |
| If there are two or more proposals from the bidders, the winner is the bidder who has offered the highest redemption price for the state share, the volume and terms of fulfillment of investment and social obligations that correspond to the conditions for concluding the SPA specified in the invitation. |
| In case of equality of proposals of applicants, preference is given to the applicant who submitted the proposal earlier than others. |
| If there is one bidder, the SPA is concluded with this bidder if the offer submitted by him meets the conditions specified in the invitation. |
| X. CONCLUSION OF PURCHASE AND SALE AGREEMENTS |
| STATE SHARES |
| 77. Not later than twenty days after the signing of the protocol, unless another period is specified in the notice of the auction (competition) or the invitation to make offers, the SPA is concluded with the winner (participant) of the auction (competition), the participant who submitted a single application that fully complies with the terms of the auction or the applicant, which best meets the conditions of the offer. |
| The SPA based on the results of an auction (competition) or an invitation to make an offer is concluded between the seller, on the one hand, and the winner (participant) or applicant, on the other hand, with the participation of an interested party – the balance holder. |
| Registration of the SPA is carried out by the seller. |
| 78. The following information and conditions must be reflected in the SPA: |
| names and addresses of the parties; |
| the basis for concluding the SPA; |
| the size, currency, conditions, procedure and timing of the redemption payment; |
| obligations of the parties, including the conditions, procedure and sequence of transfer of ownership of the sold state share from the seller to the buyer, including the issuance of a certificate of ownership; |
| responsibility of the parties for late fulfillment and (or) non-fulfillment of obligations assumed under the contract, the amount and terms of payment of the fine; |
| the procedure for resolving disputes, conditions for terminating the SPA, applicable law, definition and procedure for actions in circumstances of force majeure, language, number of copies, conditions for making amendments and additions to the SPA, its entry into force; |
| applications in the form of guarantees of the parties. |
| In the sales contract, if necessary, the following may be indicated: |
| volume (in monetary terms), general content, conditions, sequence and terms of implementation of investment and social obligations taken by the buyer; |
| the conditions for the use of the sold state share by the buyer during the period of payment by installments and the fulfillment of investment and (or) social obligations; |
| the term for preparation and submission by the buyer for agreement with the seller of a detailed program (schedule) for the implementation of investment and social obligations, monitoring of their implementation; |
| description of the content, terms of fulfillment by the buyer of the main points of investment and social obligations, the procedure and conditions for confirming the fact of their implementation. |
| 79. The Agency, the territorial department constantly monitors the receipt of redemption payments, the unconditional fulfillment by the buyer of investment and social obligations and their terms. |
| 80. In case of termination of the SPA concluded with the buyer, with the implementation of redemption payments in foreign currency, the funds to be returned, after withholding the corresponding fine, can be transferred by agreement with the buyer in the national currency of the Republic of Uzbekistan at the exchange rate on the date of their transfer to the bank account specified by the buyer. |
| 81. Bidding a state share, the results of which were canceled, or the SPA was terminated or invalidated, is carried out at the price of the state share formed on the date of cancellation (invalidation) of the auction, or the conclusion of the SPA – if the period from the date of cancellation of the results of the auction or between the date of issuance and termination, or recognition of contracts as invalid, does not exceed two years. |
| In this case, state shares are offered for the same types of trading in accordance with Sections V, VI and IX of the Regulations, respectively. |
| 82. In the event that more than two years have passed since the date of cancellation of the auction results, or if the period between the date of issue and termination of the SPA, or its invalidation, has passed more than two years, the state share shall be re-evaluated in accordance with the established procedure. |
| XI. CARRYING OUT CALCULATIONS ON THE RESULTS |
| IMPLEMENTATION OF THE STATE SHARE |
| AND REGISTRATION OF THE REGULATORS |
| DOCUMENTS |
| 83. After the conclusion of the SPA, the buyer or his authorized representative makes redemption payments and fulfills investment and social obligations in accordance with the terms of the concluded SPA. In this case, in the event of winning the auction or competition, the payment made by the winner is included in the amount of the redemption payments, and the payment made is returned to the rest of the bidders within five banking days. |
| 84. The period for redemption payments on state shares is established by the seller, but cannot exceed three years from the date of entry into force of the SPA, unless otherwise established by resolution of the President or the Cabinet of Ministers of the Republic of Uzbekistan or the State Tender Commission. |
| The period for the fulfillment of investment obligations should not exceed five years, except for the cases of the sale of state shares by separate resolutions of the President, the Cabinet of Ministers of the Republic of Uzbekistan or the State Tender Commission. |
| The amount of the redemption payment is paid to the Fund for the Management, Transformation and Privatization of State Assets in a lump sum or by installments. |
| The buyer has the right to pay the redemption payment for the sold state share ahead of schedule. |
| 85. In cases where the buyer makes full payment of the redemption payments within one month from the date of the conclusion of the purchase and sale agreement, the payment is carried out taking into account the discount from the amount of redemption payment in the amount of the annual refinancing rate of the Central Bank of the Republic of Uzbekistan on the date of the conclusion of the SPA. |
| If the payment of the redemption payment was made without taking into account this discount, the amount of the discount is returned by the seller in the prescribed manner, as overpaid funds. |
| 86. For state shares sold without investment and (or) social obligations, the seller, within ten working days from the date of receipt of the redemption payments in full: |
| notifies the company about the sale of the state share; |
| issues to the buyer a certificate of ownership of a share in the authorized capital of the company in the form in accordance with Appendix No. 10 to the Regulations (hereinafter – the certificate), which certifies the buyer’s right to participate in the management of the company until the registration of the corresponding changes in the charter of the company. |
| 87. For state shares sold at auction with the buyer’s assumption of investment and (or) social obligations, the seller within ten business days from the date of receipt of the full amount of redemption payments and penalties (if any) for a period until the buyer fulfills all obligations under the contract issues a certificate marked “without the right to dispose”, valid until the investment and (or) social obligations are fully fulfilled, which certifies the buyer’s right to participate in the management of the company until the registration of the relevant changes in the company’s charter. |
| 88. After the fulfillment of all obligations assumed under the contract and their acceptance in accordance with the established procedure by the seller, the buyer acquires the right of ownership of the redeemed state share. |
| In this case, from the date the buyer provides the original of the certificate by the seller, within a period of not more than five business days, the mark “with the right to dispose” is entered into it. |
| 89. The blank of the certificate of ownership is made on special paper, numbered and is a document of strict accountability. |
| 91. If the certificate is lost, a duplicate is issued within two weeks on the basis of a corresponding application. |
| A certificate from the lost and found table is attached to the application for a duplicate. |
| After the issuance of a duplicate of the certificate by the Agency or the territorial department, within a period of no more than five business days, an announcement of the invalidity of the lost certificate is published in the periodical. |
| XII. RIGHTS AND OBLIGATIONS |
| THE EXECUTIVE BODY OF THE COMPANY |
| 92. The executive body of the company, within the period established by legislation from the date the buyer submits documents of title to the sold state share, is obliged to ensure that appropriate changes are made to the constituent documents and their registration in the prescribed manner. |
| 93. Within ten days after the conclusion of the SPA with investment obligations, the buyer and the executive body of the company are obliged to conclude an agreement on the use of investments made by the buyer, the mandatory conditions of which must be: |
| conditions for the targeted use of funds contributed to the account of investment obligations; |
| conditions for the intended use and ensuring the safety of raw materials, equipment, spare parts and components for technical re-equipment and modernization of production, included in the account of investment obligations; |
| conditions of paid or gratuitous nature of making investments; |
| conditions for the reimbursement of investments made (in the case of a compensated nature of investments) or an increase in the buyer’s share in the charter capital of the company after the acquisition of ownership of the state share. |
| Refusal to conclude an agreement on the use of investments is not allowed. |
| 94. In the course of the fulfillment of investment obligations by the buyer, the executive body of the company is obliged: |
| provide the buyer with access to the investment object (society) and information about it; |
| provide, at the buyer’s request, the relevant accounting documents confirming the fulfillment of investment obligations; |
| not to interfere with the buyer in the fulfillment of investment obligations, in accordance with the sales contract and the investment plan; |
| inform the seller about changes in the company’s financial and economic indicators in the course of fulfilling investment obligations. |
| XIII. DISPOSITION OF STATE |
| SHARES NOT SOLD ON AUCTION |
| 95. If the state share is not sold within one month after the initial bid price has been reduced to 50 percent of the price previously set when it was put up for auction (competition), the seller shall submit to the State Tender Commission a proposal for further application of the mechanism of step-by-step reduction in the initial bid price. In this case, the general decrease in the starting price of the state share can be carried out to an amount not lower than its nominal value. |
| If the state share has not been sold within 3 months after the reduction to its nominal price, the seller, as a member of the company, sends to the company a notice of withdrawal from the company with a demand to acquire the state share. |
| In case of insufficient funds from the company, by the decision of the seller, the state share can be redeemed by the company with an installment plan of up to two years. |
| The conditions and procedure for the redemption of the state share are established in the corresponding agreement. |
| If the company refuses to redeem the state share due to the lack of funds for redemption, the process of leaving this company is initiated in the manner prescribed by legislation. |
| XIV. RESPONSIBILITY OF PERSONS PARTICIPATING |
| IN ORGANIZATION AND CONDUCTING TRADING |
| 96. The organizer of the auction is responsible in accordance with the procedure established by legislation for the fulfillment of the terms of the contract concluded with the seller for the provision of services for the sale of state shares, ensuring the safety and confidentiality of documents submitted by the bidders. |
| 97. The executive body of the company is responsible in accordance with the legislation for: |
| ensuring the safety of the company’s property, timely amendments to the constituent documents of the company and their registration with the relevant state bodies; |
| the accuracy of the information provided in accordance with the Regulations. |
| 98. The seller, the organizer of the auction and the participants are responsible for compliance with the requirements of this Regulation in accordance with the legislation. |
| XV. FINAL PROVISION |
| 99. Disputes arising from the sale of state shares at auctions are considered in the manner prescribed by the legislation of the Republic of Uzbekistan. |
| APPENDIX N 1 |
| to Regulation |
| SCHEME |
| sale of state shares |
| in authorized funds (authorized capital) of companies |
| with limited liability |
| Stages | Subjects | Activity | Deadlines | |||
| 1st stage |
Initiators: state body; company; legal entities and individuals. |
Submission of proposals and applications. | Applications are submitted on an initiative basis. | |||
| The State Assets Management Agency (hereinafter – the Agency), its territorial administration,
territorial tender commission |
Consideration of proposals and applications of the State Competition Committee or the territorial competition commission on the sale of state shares. |
The response based on the results of consideration of the application in case of its inclusion in the privatization program is made within a month. | ||||
| Agency,
territorial tender commission |
Formation of a draft privatization program (a list of companies, the state share in the authorized capital (capital) of which is proposed for implementation) and submission to the Cabinet of Ministers or the Chairman of the Council of Ministers of the Republic of Karakalpakstan, khokims of regions and Tashkent city for decision making.
|
Upon receipt of applications, but at least once a year. | ||||
| 2nd stage | Agency, its territorial administration |
The Agency or its territorial department shall send to the company a request for an inventory of property and financial obligations.
|
Within the time limits determined by the Agency, unless otherwise established by resolution of the President and the Cabinet of Ministers of the Republic of Uzbekistan. | |||
| executive body of the company, members of the company | Organization and carrying out of an inventory of property and financial obligations of the company, execution of acts of inventory by the executive body of the company. | It is carried out in the manner and terms stipulated by the National Accounting Standard of the Republic of Uzbekistan. | ||||
| Agency, its territorial department | Consideration of documents submitted by the executive body of the company to the Agency or its territorial administration for making appropriate decisions. | Within a week. | ||||
| Appraisal organization | Assessment of the state share. | Within the period specified in the contract for the provision of appraisal services.
|
||||
| Agency, its territorial department, members of company, company | Offer to the members of the company and the company itself to buy out the state share.
|
After determining the market value of the state share. | ||||
| Conclusion of a direct SPA of a state share in the event of a positive response from the company or its participants.
|
Within 20 days after receiving a positive response.
|
|||||
| 3rd stage | Agency, its territorial department |
Issuance of an order on putting up the state share for auction based on the report of the appraisal organization on the assessment of the state share and documents submitted by the company.
|
Within a month from the date of notification of the company, unless another period is provided for by the charter of the company or by agreement of the participants in the company. | |||
| 4th stage | Agency, its territorial department, specialized organization (auction organizer) | Conclusion of an agreement with a specialized organization for the provision of services for organizing tenders.
|
Within the terms specified in the service agreement. | |||
| Publication of an announcement of a public auction (open auction or competition) in the media and on the website, disclosure of information on the state share proposed for sale.
|
At least 30 days before the public auction. | |||||
| Acceptance by the auction organizer of applications for participation in the public auction. | Within the time frame specified in the announcement of the public auction. | |||||
| Public bidding. |
With a frequency of every 10 business days within 2 months.
|
|||||
|
Notifying the participants of the competition about its results. |
Within five business days. | |||||
|
Registration of the results of the public auction and the signing of the SPA of the state share with the winner of the auction
|
Within the period established by legislation. | |||||
| 5th stage | Agency, its territorial department |
If the state share is not sold within 2 months at a public auction, an invitation is published to make offers for the sale of the state share through direct negotiations.
|
Within a month from the date of approval of the last protocol of the auction (tender) commission. | |||
| Agency, its territorial department | Publication of an invitation to make offers in the media and on the website by disclosing information about the state share proposed for sale through direct negotiations.
|
Not less than 30 days before the date of the negotiations.
|
||||
| Agency, its territorial department | Acceptance of applications from applicants and conducting direct negotiations.
|
Within the terms specified in the invitation. | ||||
| Agency, its territorial department, buyer | Registration of the results of direct negotiations and the signing of a contract for the SPA of a state share with a participant in the negotiations .
|
Within the terms established by legislation. | ||||
| Agency, its territorial department | In the absence of bids from bidders on the deadline for accepting bids set out in the invitation, the mechanism of a step-by-step reduction in the price of state shares is applied in amount of 10 percent every 15 days, but not less than 50 percent of the initial bidding price (auction).
|
Every 15 days in 10 percent increments. | ||||
| The Agency, its territorial departments, the State Tender Commission | If the state share is not sold after the price of the stake is reduced to 50 percent of the initial price of the tender (auction), the State Competition Committee shall submit a proposal to the State Tender Commission to make a decision on the further application of the mechanism of step-by-step reduction of the price of the stake to a size not lower than their nominal value
|
As needed.
Adoption of a decision by the State Tender Commission – within the time frame stipulated by the Regulations. |
||||
| Agency, its territorial department | Issuance of an order on the implementation of the state share, according to which the State Tender Commission decided to reduce to a size not lower than their nominal value, through further direct negotiations.
|
Within 10 days after receiving the decision of the Commission. | ||||
| In this case, the reduction is made in increments of 10 percent every 15 days.
|
Every 15 days in 10 percent price decrease until nominal value is reached. | |||||
| 6th stage | Agency, its territorial department, buyer | The issuance of a certificate of ownership is carried out by the Agency or its territorial department to the buyer who made all the redemption payments. |
Within no more than 10 working days after payment of all redemption payments: on the acquired state share sold without investment obligations; if there are investment obligations, the buyer is issued a certificate with the mark “without the right to dispose”, valid until the full implementation of investment obligations, which certifies the buyer’s right to participate in the management of the company until the moment of registration of the corresponding changes in the charter, for a period until the buyer fulfills all obligations under the contract of sale society.
|
|||
| 7th stage | The Agency together with the Council of Ministers of the Republic of Karakalpakstan, khokimiyats of regions and Tashkent city, balance holders |
If the state share has not been sold within 3 months after the reduction to its nominal price, the seller, as a member of the company, sends to the company a notice of withdrawal from the company with a demand to acquire the state share. |
Within the terms established by legislation. | |||
| In case of insufficient funds from the company, by the decision of the seller, the state share can be redeemed by the company with an installment plan of up to two years. | Up to two years in installments. | |||||
| If the company refuses to redeem the state share due to the lack of funds for redemption, the process of leaving this company is initiated in the manner prescribed by law.
|
Within the terms established by legislation. |