According to the Second State Program on privatization of state property in the Republic of Azerbaijan and “Rules on implementation of investment competition” approved by the Presidential Decree No. 533 dated 17 July 2001, for the purpose of ensuring the implementation of the Presidential Order No. 2198 dated 13 July 2016 of the Republic of Azerbaijan “On the implementation of measures for the improvement and restructuring of the metallurgical complex of Azerbaijan”, the State Committee on Property Issues of the Republic of Azerbaijan announces investment competition for the sale of 99,22% share capital (0,78% of shares has been acquired by the staff members through preferential sale) of Dashkasan Ore Dressing Open Joint-Stock Company (hereinafter the “Joint-Stock Company”).
Along with local investors, foreign investors also known as a buyer in privatization of state property under the legislation of the Republic of Azerbaijan may participate in the competition.
At the completion of the competition, bidder with more favourable proposals on maximum amount of investment and its efficiency within the defined conditions will be preferred.
1. Information on Joint-Stock Company
(As of 01 November 2016)
Legal address: The Republic of Azerbaijan, Dashkasan City,1 I.Gayibov Street
Main activity of Joint-Stock Company: iron ore production and processing
Share capital: 1.063.140 (one million sixty three thousand one hundred forty) AZN
Quantity of issued shares: 531.570 (five hundred thirty one thousand five hundred seventy) AZN
Type of issued shares: ordinary, book-entry registered share
Par value of each share: 2 (two) AZN
Quantity of shares offered for sale at investment competition: 527.447 (five hundred twenty seven thousand four hundred forty seven) AZN
Total nominal value of shares offered for sale at investment competition: 1.054.894 (one million fifty four thousand eight hundred ninety four) AZN
Area and specifications of building on the land plot: indicated in Privatization plan(issue prospectus) of Joint-Stock Company
Interest of Joint-Stock Company
in other entities: no
Intangible assets: no
Year of commissioning: 1954
Staff number: 316 (three hundred sixteen) people
Liabilities of Joint-Stock Company: 16.613.319 (sixteen million six hundred thirteen thousand three hundred nineteen) AZN
salary and equivalent liabilities: 652.164 (six hundred fifty two thousand one hundred sixty four) AZN
liabilities to the state budget: 4.555.497 (four million five hundred fifty five thousand four hundred ninety seven) AZN
liabilities to SSPF: 2.032.852 (two million thirty two thousand eight hundred fifty two) AZN
liabilities to state entities for state services (electricity, natural gas, water, sewage, railway transportation): 1.666.447 (one million six hundred sixty six thousand four hundred forty seven) AZN
liabilities for goods, works and services to non-governmental entities: 155.971 (one hundred fifty five thousand nine hundred seventy one) AZN
for loans and accrued interests: 2.042.524 (two million forty two thousand five hundred twenty four) AZN
other liabilities: 5.507.864 (five million five hundred seven thousand eight hundred sixty four) AZN
Receivables: 3.556.983 (three million five hundred fifty six thousand nine hundred eighty three) AZN
2. Requirements for bidders
2.1 Submitting an Investment Program (in a Business Plan form) comprising the followings for the purpose of creating the cluster which ensures the production chain from iron ore to the finished goods on the basis of iron ore mines of the entity, within 3 year implementation period and the total amount of capital investments not less than 600.000.000 (six hundred million) USD equivalent to manat indicating the use, amount and terms of investments:
2.1.1 Proposal on annual iron ore production volume within the iron-ore fields used by the Joint-Stock Company, by abiding to the safety and environmental standards according to the existing legislation;
2.1.2 Proposal on entities and their estimated production capacity that will be included in the future production chain for arranging competitive, value-added, import-substituting and export-oriented production within the country;
2.1.3 Proposal on range of finished goods to be produced;
2.1.4 Proposal on future reconstruction, construction, repair woks in the entity;
2.1.5 Proposal on implementation of new equipment and technologies;
2.1.6 Proposals on creation of new jobs (not less than 1.000 jobs);
2.1.7 Proposal on sales markets for future products;
2.1.8 Proposal on transfer of up to 5 (five) % of total proposed investment amount to the settlement account of the Joint-Stock Company and its use.
2.2 Submitting a proposal on funds to be paid to the state budget. Minimum level of fund is equal to 110.000.000 (one hundred ten million) AZN, maximum level should be proposed by bidders.
3. Documents to be submitted by bidders
3.1. Letter on expression of interest.
3.2. Receipt confirming the cash transfer of 10.000.000 (ten million) AZN to the AZN deposit account AZ65 NABZ 0136 1150 0000 0000 4944 (code: 501004; correspondence account: AZ74 NABZ 0145 1700 0000 0000 1944; TIN: 9900071001; SWIFT bik: NABZAZ2C) of the State Committee on Property Issues of the Republic of Azerbaijan in the Central Bank of the Azerbaijan Republic confirming the seriousness of the bidder and warranting its compliance with the terms and conditions of the competition or the guarantee letter in the same amount (form of bank guarantee letter is identified by seller). This payment of the bid winner will be considered during the fulfilment of Article 2.2, however payment of other bidders will be returned.
3.3. General information
3.3.1. If the bidder is a legal entity, the following documents shall be submitted in an open envelope:
- duly approved copy of charter;
- duly approved copy of documents confirming bidder’s registration as a legal entity;
- duly approved copy of Article of Incorporation (if available);
- database reflecting the entity’s activity and audited financial reports of the last three fiscal year;
- information on existing activity in the Republic of Azerbaijan (for foreign legal entities);
- list of final beneficiaries owning more than 5% of the bidder.
3.4. Investment and commercial information/documents
The following documents should be submitted in the second separately stamped envelope by bidders:
- Investment Program (in a Business Plan form) – see clause 2.1 for details;
- Proposal on amount of funds to be paid to the state budget and payment schedule – see clause 2.2 and 5.1 for details.
3.5. The documents stated in the clause 3.1-3.3 should be submitted in open envelopes, the documents stated in the clause 3.4 should be submitted in close envelopes. Documents in any foreign language should be submitted with their Azerbaijani translations certified by the bidder. In case of discrepancy between the texts, Azerbaijani text shall prevail.
4. Process of the Investment competition
4.1. Start of the Investment competition is calculated from the date of publication of this announcement.
4.2. Receipt of letter on expression of interest and proposals will be held on working days from 10:00 till 17:30 up to 31 January 2017 in the following adress: 50 Y. Safarov Str., Baku, State Committee on Property Issues, Room 802.
4.3. Competition proposals will be assessed on 02 February 2017 starting from 1500 at the administrative building of the State Committee on Property Issues.
4.4. Protocol on competition results will be approved within next three days after determination of the winner.
4.5. Discussions on draft of Sale and Purchase Agreement should start after the approval of the protocol.
4.6. Privatization plan (issue prospectus) of the Joint-Stock Company can be viewed in the Information Room at the State Committee on Property Issues of the Republic of Azerbaijan. For additional information regarding the investment competition, bidders can contact the following address on working days from 1000 till 1730 untill 31 January 2017: 50 Y. Safarov Str., Baku, State Committee on Property Issues, Room 802, tel.:+99412 4902408 (ext:207).
4.7. As Joint-Stock Company has special importance for the national economy as a strategic enterprise additional information will be presented on the basis of a formal request and bidders will sign the tripartite Privacy Agreement with State Committee on Property Issues and its consultant.
5. Requirements for competition winner
5.1 Competition winner shall ensure the followings from the signing date of the Sale and Purchase Agreement :
- transferrin the proposed money to the state budget within 180 (one hundred eighty) calendar days on intended purpose;
- making payments on the salary and equivalent liabilities within 60 (sixty) calendar days;
- transfer of up to 5 (five) % (as defined in the Investment Program) of total proposed investment amount in cash to the settlement account of the Joint-Stock Company within 90 (ninety) calendar days;
- transfer of payment for the liabilities of the Joint-Stock Company to the state budget and off-budgetary state funds;
- transfer of payment amounted 160.000 (one hundred sixty thousand) AZN including all tax and compulsory payments to the consulting company involved by the State Committee on Property Issues for the implementation of this project within 15 (fifteen) calendar days;
- fulfilling other contractual terms and obligations, as well as implementing investments corresponding to the direction, amount and stages defined in the Investment Program.