INTERNATIONAL TENDER FOR THE PRIVATIZATION OF A STOCK OF SHARES OF OPEN JOINT STOCK COMPANY "AZOT"

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STATE COMMITTEE ON INVESTMENT 

AND STATE PROPERTY MANAGEMENT OF THE REPUBLIC OF TAJIKISTAN

Address: Republic of Tajikistan, Dushanbe city, 27 Shotemur Street, tel: + (992 37) 221-86-59


DECLARES AN INTERNATIONAL TENDER FOR THE 

PRIVATIZATION OF A STOCK OF SHARES OF OPEN JOINT STOCK COMPANY "AZOT"


Privatization of OJSC ""Azot"" (hereinafter - the Company) will be carried out according to the individual project approved by the Decree of the Government of the Republic of Tajikistan dated May 27, 2020, No.298 "About stock shares privatization and other issues of open joint stock company "Azot".

The tender will be held on July 30, 2020, at 10.00 a.m. at the address:  Republic of Tajikistan, Dushanbe city, 27 Shotemur Street. Resident and non-resident individuals and legal entities may participate in the tender.

General Information:

1. The Company was founded in 1999 as a result of the transformation of Vakhsh Nitrogen and Fuel Plant with an authorized capital of TJS 74 710 000, consisting of 747 100 ordinary shares with a nominal value of TJS 100 for 1 share. 

2. The Company's main activity is the production of industrial products, including ammonia, urea, carboxylic acid anhydride, gaseous nitrogen and other chemicals. 

3. Legal address of the company: Republic of Tajikistan, Khatlon region, Levakant city, industrial zone.

4. The founder of the company is the State Committee on Investments and State Property Management of the Republic of Tajikistan.  

5. As of 1 January 2020, the assets of the Company amount is TJS 188 603 199.

6. The Company's total accounts payable as of 1 January 2020 are equal to TJS 24 769 772, therefrom salaries TJS 4 981 596, 65, state taxes TJS 9 878,606.14, debts to suppliers and contractors TJS 2 905 193,69 and debts owed to other economic entities TJS 7 004 375, 52. 

7. The Company's total accounts receivable as of 1 January 2020 amount to TJS 59 608, 47. 

8. The Company's total land area is 113 ha and the area under construction is 74 319 m2

9. The total number of employees of the company as per the approved staff schedule is 1 100, the number of current employees as of March 1, 2020 is 66.

10. Privatization of the state stock of shares of the company will be carried out in accordance to the Decree of the Government of the Republic of Tajikistan dated December 30, 1998, No. 526 "On approval of Regulations on privatization of state enterprises on individual projects" through international tender.

The initial value of the Company's shares in the amount of 747 100 is 190 000,000 (one hundred and ninety million) TJS.

11. The winner of the tender shall be deemed to be the participant who has offered the maximum price above the stated initial value of the Company's shares and has agreed to fulfil the compulsory conditions necessary for obtaining the ownership right to the Company's shares. Also, the winner of a tender shall pay to the seller's account a commission fee in the amount of 5 percent of the sale price of the Company's shares, and other mandatory payments established by legislation of the Republic of Tajikistan which are not included in the sale price of the Company's shares.

12. The right of ownership to the Company's shares will be issued after the winner of the international tender fulfils the following conditions:     

- development of a technical and feasibility studies for reconstruction of the company within 3 months from the date of signing an agreement for the purchase and sale of the Company's shares and in the established procedure of its approval and sale;

- investment for the development, import and installation of modern industrial technologies and construction of the " Yavan-Levakant " gas pipeline in the amount of at least TJS 400,0 million within three years from the date of signing the shares purchase and sale agreement;

- increase in the total amount of the Company's income by at least TJS 400,0 million within three years from the date of signing the shares purchase and sale agreement; 

- restore permanent jobs for at least 1 100 people within three years from the date of signing the shares purchase and sale agreement;

- settle of the Company's accounts payable in the amount of TJS 25,0 million within one year from the date of signing the share purchase and sale agreement. 

13. The buyer is not entitled to sell the Company's shares and its property (except products manufactured by the company) to a third party and change the direction of the Company's activities until the conditions specified in paragraph 13 are fulfilled and the property right is acquired.

14. All construction and reconstruction are carried out in accordance with the requirements of the Town Planning Code of the Republic of Tajikistan on the basis of the permit to start construction works.

15. The Company, after the sale of its shares, will continue to cooperate with the authorized body in the field of industry and regularly provide information about its activities.

16. Participants of the international tender for participation in the privatization of the company shall deposit an amount equal to 200.0 thousand US dollars in national currency at the rate determined by the National Bank of Tajikistan on the day of payment or in foreign currency to the following settlement accounts of the State Committee on Investments and State Property Management of the Republic of Tajikistan:   

In TJS: Main Treasury Department of the Ministry of Finance of the Republic of Tajikistan, current account: 20204972561010100004, correspondent account 22402972000002, MFO: 350101800, TIN: 010010058.

In US dollars: to a currency account of Commerzbank, AG, Frankfurt-am-Main, Germany SWIFT: COBADEFF Асс 400886748300 USD, National Bank of Tajikistan SWIFT: NATJ TJ 22 Асс: 20204972712010100002 Ministry of Finance of the Republic of Tajikistan, codе 69.

  The guarantee fee of the bidder who won the tender and entered into a Sale and Purchase Agreement is credited against the payments due under the Sale and Purchase Agreement. 

17. The following the documents are required to submit for registration as a bidder and participation in the qualification process by 5 p.m. on July 29, 2020:

а) for legal entities:

- an offer for a tender;

- a document confirming that the guarantee fee has been paid;

- document(s) (certificate, incorporation documents) confirming the status of the legal entity issued in the country of registration;

- document (bank account statement of the legal entity, etc.) confirming the creditworthiness of the legal entity; 

- the certificate that the legal person does not carry out the procedures of reorganization or liquidation approved by the body carrying out the state registration;

- a document (notarized power of attorney), certifying the representative's authority to participate in tenders;

б) for natural persons;

- an offer for a tender;

- a document confirming that the guarantee fee has been paid;

- an identity document;

- in case of participation of the authorized representative of the legal entity, a document (notarized power of attorney) certifying the powers of the representative of the legal entity to participate in the tender;

- document that confirms the payment of financial liabilities of a natural persons.

Foreign legal entities and natural persons additionally submit notarized translations of the above documents in the Tajik and Russian languages.

18. Documents for registration as a bidder are accepted at the address: Republic of Tajikistan, Dushanbe city, 27 Shotemur Street 27, office No. 30. 

For further information, please refer to +(992 37) 221-15-33, + (992 37) 221-44-71 or contact the State Committee on Investments and State Property Management of the Republic of Tajikistan.

Those who want to visit and get acquainted with the activities of the open joint-stock company “Azot”, located in the city of Levakant, Khatlon region, can contact the State Committee for Investment and State Property Management of the Republic of Tajikistan (telephones + (99237) 221-44-71, + (992 37) 221 -81-82) and at OJSC Azot (telephone + (992) 93-489-99-84).

Оpen joint stock company «Azot»


by the order of the Government of

 the Republic of Tajikistan of

December 30, 1998 No. 526

Regulations on privatization of the companies for individual projects

(as amended by the Resolution of the Government of the Republic of Tajikistan No. 243 dated June 18, 1999, No. 202 dated April 25, 2007

1. GENERAL PROVISIONS

1. The regulations on privatization of the companies for individual projects (further - the Provision) are developed according to the Law of the Republic of Tajikistan "About privatization of state-owned property" for determination of the main directions on ensuring effective attraction of foreign and domestic investments, advanced technology and managerial experience, and also the procedure of sale of the companies for individual projects.

2. The purpose of privatization of the companies for individual projects is creation of stable group of the potential investors attracted to improvement of the basic companies of key industries of the national economy of the Republic of Tajikistan and extraction from this process of the greatest possible income in the budget of the state. The list of objects, privatizeable on individual the project, is approved by the Government of the Republic of Tajikistan.

3. Privatization on individual projects especially important and economically unique companies are subject.

4. The individual project includes:

- comprehensive analysis of activities and competitiveness of object;

- determinations of property, privatizeable;

- value assessment of its property complex;

- determination of the size of the state block of shares which is subject to sale;

- choice of method of privatization;

- sale of the state blocks of shares at the biddings.

5. Implementation of the individual project of privatization is assigned to the Commission on individual projects which structure is created according to this provision.

6. To participation in the biddings for selling the state block of shares of the company, privatizeable on the individual project of privatization the physical persons and legal entities which were registered and procedure, by the established this Provision, except for legal entities of the Republic of Tajikistan whose share of the state in the authorized capital exceeds 25% are allowed.

2. FORMING OF THE COMMISSION ON INDIVIDUAL PROJECTS OF PRIVATIZATION

7. The government of the Republic of Tajikistan creates the Commission on individual projects of privatization (further - the Commission) which includes:

- The chairman of the State Committee on Investments and State Property Management of the Republic of Tajikistan - the Commission chairman;

- Deputy Minister of justice of the Republic of Tajikistan;

- Deputy Minister of economic development and trade of the Republic of Tajikistan;

- Deputy Minister of Finance of the Republic of Tajikistan;

- Vice-Chairman of National Bank of Tajikistan;

- Vice-Chairman of the Tax Committee under the Government of the Republic of Tajikistan;

- Management of the ministries, departments and other governing bodies of the privatized company;

- Management of the company, privatizeable on the individual project;

- Head of Department of state property of the State committee on investments and management of state property of the Republic of Tajikistan - the secretary of the Commission (as amended the Resolution of the Government of the Republic of Tajikistan No. 202 dated April 25, 2007).

8. Commission:

- develops and approves regulations of the work. The decision is made by a simple majority vote members of the commission. In case of equality of votes - the voice of the chairman has crucial importance;

- determines structure of the working group;

- carries out the comprehensive analysis of activities and competitiveness of each company;

- claims in coordination with the Government of the Republic of Tajikistan of property value of the company and its price;

- if necessary involves domestic and foreign experts;

- makes preliminary qualified selection of bidders and determines the list of potential buyers and/or investors;

- prepares offers on the size of the state block of shares offered for sale in coordination with the Government of the Republic of Tajikistan;

- establishes criteria of determination of the winning bidder;

- determines the winning bidder who is given preference in case of sale of shares on resolutive conditions;

- signs the protocol following the results of work of the commission;

3. PREPARATION OF THE COMPANY FOR PRIVATIZATION ON THE INDIVIDUAL PROJECT

9. For carrying out the comprehensive analysis of activities of the privatized company, searches of potential buyers, the organizations and tenderings and for other purposes connected with implementation of the individual project of privatization the Commission from number of persons employed of the relevant ministries and departments will create the Working group.

10. The working group carries out the comprehensive analysis of activities and competitiveness of the privatized company which can include the following dаta:

- details of the companies;

- about condition and structure of fixed assets: property rights, the extent of depreciation on fixed assets. Are applied the copy of the certificate on the right of land use or the land lease agreement; in case it is inadequate the drawn-up documentation copy of correspondence with the relevant departments;

- about intangible assets of the companies;

- about products or the rendered type of service: the made products (services), its main properties, quantity on main types, assortment, the existing problems, potential opportunities of improvement;

- about the market, demand of buyers: products market, sales volume, market capacity, potential of growth or reduction of this market, degree of compliance of profile of the company, its opportunities to requests of the chosen market; wholesale buyers, their location, amount of delivered goods, amount of products arriving directly to retail buyers;

- about production: volume of output (services), level of engineering procedure and reflection on product quality (services; characteristic of the equipment, level of physical wear, obsolescence; floor spaces and their use;

- about the competition: direct and indirect competitors; market of competitors;

- on deliveries: suppliers, their location; volumes of supplied raw materials, including imported products, equipment parts, 

additionally indicated:

b) tariffs and prices for the last three years;

c) problems encountered in obtaining the required raw materials,  parts of the equipment ;

d) the total invoices not paid to the supplier, overdue for more than 60 days as of the last accounting date and what percentage of the total invoices payable constitute this debt;

e) the amount of electric energy input;

- the mechanism of transportation of raw materials and finished products; additionally indicated:

(a) distances from suppliers and markets;

(b) main modes of transport used;

c) availability of own transport;

- on management: structure of management bodies, functions of various divisions, assessing the performance of responsibilities of holding services (maintenance supply, sales of products, state of accounting reports, safety of material assets, corporate development plan)  under the prevailing circumstances;

- on excess production assets with the justification of rationality or irrationality of their reporting;

- on relations with a higher-ranking ministry, the required reporting is additionally specified;

- about the enterprise management, its educational background;

- about the workers employment pattern over the last three years and the best year, according to the enterprise management, of the last ten years in the following categories:

(a) Management;

(b) Employees and administration;

(c) part-time workers in the production sector;

(d) Those employed in manual labour in production;

e) therefrom employed in the social sphere;

in addition: number of people on forced leave with and without pay and duration of their leave, required specialties at the company, reasons for that shortages, training of personnel and mastering of related occupations;

- the qualifications of workers;

- the average monthly indexed wage (US dollars) by the following categories:

(a) management;

b) employees and administration;

(c) directly employed in the production sector;

(d) those employed in manual labour in production;

e) those employed in the social sphere.

- the obligations on environmental protection; includes information for the last five years on the results of surveys, certificates, natural resources, with wastewater discharges, emissions into the atmosphere, water bodies and soil; permissible norms;

- the current collective agreement of the workers with the enterprise management;

- the amount of contributions to the pension fund and social insurance fund of unpaid obligations for the last three years;

- union activities;

- the level of health protection of workers and the amount of mandatory payments; the number of those who are able to work and become incapacitated as a result of injuries or illnesses at work is additionally indicated;

- health and safety, fire safety;

- patent rights and contracts in respect of intellectual property currently used in the enterprise or the owner of which is the enterprise;

- public amenity of the enterprise separately by kindergartens, canteens, polyclinics, residential buildings, holiday hotels, summer houses, summer camps, sports facilities, shops, off-line heat supply, other community services, etc. indicating:

(a) book value;

b) number of employees;

c) net expenses;

d) territorial belonging;

the analysis of excess social assets further substantiates the legality or illegality of their alienation.

- the financial and economic condition of the enterprise for the last 3 completed fiscal years and for one of the best in the opinion of the management of the enterprise year of the last ten years, which includes the following requirements:

(a) gross income of the enterprise;

(b) calculation of coefficients for the sale characterizing productivity, calculated by dividing the total amount from sale to the number of employees and expressed in US dollars;

c) enterprise earning yield; for this purpose, annual net profit after deduction of mandatory payments to the budget is defined as the difference between all reserve funds and profit accumulated over a certain level at the beginning of the year and all reserves of accumulated profit at the end of the year;

d) the total amount of creditors' accounts outstanding for more than 60 days in dollars and as a percentage of gross sales/income;

e) the total amount of accounts receivable outstanding for more than 60 days, in dollars and percentage content of sales or income;

f) accounts receivable from local and foreign customers;

(g) balance and cash flow statement, accounting of receipts in accordance with internationally accepted standards, for the past three years;

h) name of creditors and amounts of overdue payments if their accounts payable exceed 50,000 USD;

and) list of barter transfers for the last three years; debt obligations under barter agreements;

k) tax returns on payment of state, regional and local taxes;

l) maintenance of accounts at banks and foreign exchange operations;

11. At the moment of implementation of the individual project, the enterprise which is subject to privatization should be transformed into an open joint-stock company (in accordance with the Procedure for transformation of the state-owned enterprises to open joint-stock companies approved by the Resolution of the Government of the Republic of Tajikistan No. 280 dated June 18, 1997) and have a share issue prospectus registered in accordance with the legislation of the Republic of Tajikistan.

12. The Commission considers individual project of enterprise privatization and submits it for approval to the Government of the Republic of Tajikistan.

In case if individual privatization project developed by the working group requires completion, the project shall be returned to authors for completion.

13. All information received during diagnostics of enterprise activity and development of individual project is confidential and shall be disclosed only by the decision of the Commission.


4. PREPARATION AND CONDUCTING TENDERS FOR THE SALE OF STATE - OWNED SHARE BLOCKS OF COMPAMIES TO BE PRIVATIZED UNDER AN INDIVIDUAL PROJECT


14. Preparation for the tender for the sale of state-owned share blocks of companies to be privatized under an individual project shall be carried out by the Commission and/or Working Group on a competitive basis in the following order:

- benefits are being formed, based on the fact that the successful bidder is a strategic investor (hold majority shares);

- the tender dates are determined;

- the enterprise's sale terms are established;

- the criteria for determining the successful bidder are established;

- the start lot prices are determined;

- the amount and procedure for making guarantee fees is determined (as amended by Resolution of the Government of the Republic of Tajikistan No 202 dated April 25, 2007);

- information message about forthcoming bidding is placed in mass media, other advertising activities are carried out;

- the qualification selection of bidders is carried out;

- guarantee fees are accepted;

- registration of Bidders is carried out.

15. When privatizing an enterprise under an individual project, the Commission has the right to establish conditions for the sale of the state-owned stake, including:

- volume and terms of investments;

- obligatory carrying out of measures on ecological safety;

- introduction of modern technologies taking into account economic interests of the state.

The Commission shall be entitled to engage independent consulting firms and auditors on a contractual basis to study and determine the conditions of sale of the enterprise under an individual project.

16. The Commission shall establish the following criteria for determining the successful bidder:

- price offered to buyers for the purchase of the object;

- the amount of proposed investments that the investor intends to invest in the enterprise within the established term;

- expansion into new markets or expanding the share of existing markets;

- development of new, competitive products or introduction of new technologies that modernize production;

- introduction of modern management, financial and accounting reporting and staff training;

- consent to comply with the terms and conditions defined by the Commission;

- stable financial position;

- number of retained or created jobs, volumes and types of retraining planned by the investor.

Depending on the type and importance of enterprises, the Government of the Republic of Tajikistan establishes priority criteria, they can be changed or supplemented. Criteria for selection of winners shall be published together with information about the enterprise to be privatized.

18. Price of the state owned stake of the enterprise to be privatized determined in accordance with the current legislation of the Republic of Tajikistan and changed taking into account the real market value of the enterprise's property shall be the initially proposed price of the state owned stake of the enterprise to be privatized.

19. Excluded ( as amended by Resolution of the Government of the Republic of Tajikistan No. 202 dated April 25, 2007).

20. Guarantee fee shall be paid in cash or non-cash form in national currency of the Republic of Tajikistan in equivalent to US dollar in accordance with the procedure established in the information statement. At the discretion of the Commission, the guarantee fee may be paid in the form of a certified check or solid bank guarantee.

21. The guarantee fee of the Participant who has won the bidding and concluded the purchase and sale agreement shall be credited against the payments due under the purchase and sale agreement.

22. The guarantee fee shall not be returned to the Participant in cases:

- if the Bidder refuses to sign a protocol on the result of the bidding or to conclude purchase and sale agreement;

- non-fulfillment or improper fulfillment of obligations under the purchase and sale agreement;

- for performing actions specified in paragraph 39 of this Regulation.

23. In all other cases, the guarantee fees shall be returned within no more than fifteen days from the day of announcement of successful bidder, in case if money was received to the account of the authorized state body of the Republic of Tajikistan after the day of announcement of successful bidder, then within fifteen days from the day of their receipt.

24. In order to encourage the participation in the bidding, the Commission shall ensure the publication of detailed information in the national and international press at least ten calendar days prior to the tender, if necessary, sends the aforementioned information to potential investors, places on the Internet the information message on the forthcoming bidding, the approximate content of which includes (as amended by the Resolution of the Government of the Republic of Tajikistan No 243 dated June 18, 1999):

- date, place and time of the tender;

- a news-bulletin that contains information about the enterprise to be privatized;

- the enterprise (brief history of the enterprise; addresses, phone numbers, full name of the managers of the parent company);

- products/services (types of main products/services, volumes of their production; other types of products/services, volumes of their production);

- technology used (brief description of technological processes used mainly and auxiliary derivatives, the year of technology adoption and produced modernization);

- suppliers (supplier location, what and in which volumes they supply);

- sales market (brief analysis containing: sales volumes within the republic, outside of the republic, assessment for the company's products, prospects for sales expansion);

- competition (brief overview of similar products produced by local and foreign companies as well as foreign; main differences; prices);

- control (management) (brief company, service and functions management structure); 

- staff (number of employees at the company, wages payment types); 

- financial and accounting reporting (information on the main financial and economic indicators of the company, decoding of accounts receivable and payable);

- additional information (existing at the company ecological, legal problems, etc.);

- the terms of the agreement of purchase and sale;

- criteria for determining the successful bidder;

- the amount of the guarantee fee, the procedure for its payment, the beneficiary account in case of its transfer;

- bidding place and dates;

- telephone numbers and addresses where you can find out the bidding rules and other additional information.

25. Other types of advertising are carried out following no particular form and should be aimed at attracting investors as widely as possible.

In order to search for and attract potential investors and to carry out a wider advertising campaign, the Commission may engage consultants (specialists), including foreign ones, on a contractual basis.

26. To register as a bidder, the following documents shall be submitted on time and at the address specified in the information statement:

(a) For legal entities:

- proposal to bids;

- a document confirming payment of the guarantee fee;

- document(s) (certificate, incorporation documents) confirming the status of a legal entity issued in the country of registration;

- document(s) (bank account statement of the legal entity, etc.), confirming the credit status, as well as that the legal entity does not implement the procedures of reorganization or liquidation, issued and certified by the respective bank;

- document (notarized power of attorney) certifying the representative's authorities to participate in tenders;

b) for individuals (private persons);

- proposal to bids;

- a document confirming payment of the guarantee fee;

- document of identification;

- a document (notarized power of attorney) certifying the representative's authority to participate in the tender;

- a document confirming the payment of an individual's financial liabilities.

Foreign legal entities and individuals shall additionally submit notarized translations of the above-mentioned documents in the Tajik and Russian languages.

27. The deadline for proposal to bid shall be determined by the Commission and published in an information statement.

28. The Commission shall consider the documents submitted for registration and conduct a qualified selection of bidders. The preliminary qualification selection shall be based on the assessment of potential bidders' opportunities and resources to implement a competitive individual privatization project in the most efficient way:

- work experience in similar activities;

- opportunities related to the availability of staff, equipment, technologies, etc;

- stable financial position.

The Commission shall notify the applicants in writing of their recognition as bidders and at the same time offers to submit the following documents in a separately sealed envelope in the Tajik and Russian languages;

- bid price and payment terms;

- proposal regarding investments in the company to be privatized;

- proposal for sale terms and conditions;

- period of validity of the bidder's proposal.

The Commission shall notify the applicant in writing of the refusal to recognize them as bidders, indicating the reasons for refusal.

29. The Commission shall ensure that all bidders visit the company and access to any information about the enterprise, the state owned stake of which is proposed for sale.

30. Bids and sealed envelopes shall be numbered, registered in a special journal and kept secret until the bidding starts.

31. Members of the Commission may not disclose information relating to Bidders or affecting the bidding process during the entire period of preparation and conduct of the bidding. The person disclosed the above information shall bear responsibility stipulated by the legislation of the Republic of Tajikistan.

32. The Commission shall open envelopes and study proposals submitted by Participants. All members of the Commission shall study and compare proposals submitted by participants.

33. After study of proposals submitted by participants, the Commission shall approve schedule of direct negotiations with bidders. The commission shall have the right to hold simultaneous negotiations with several bidders.

34. In the course of negotiations, the parties shall have the right to revise the initial terms of sale of the state-owned stake and make appropriate changes.

35. Within no more than four months from the deadline for proposal to bid, the Commission shall, based on the results of negotiations, declare the Bidder whose bids are the most effective and meet the conditions and criteria established by the Commission.

The Bidders shall be notified in writing by the Commission of the result of the bidding and as well as of the possibility to return to the discussion of their bids if the Bidder decides to continue negotiations or conclude a purchase and sale agreement .

36. If at the tender two or more Bidders' proposals contain the same price, investment and other established conditions, the Commission shall invite them for reconsideration. Based on the results of repeated negotiations, the Participant that offered the maximum price shall become the Bidder.

37. During final negotiations with the Bidder, a Protocol shall be drawn up, which shall record the results of the bidding and include the final terms and conditions of the consummation of the transaction subject to inclusion in the purchase and sale agreement . The Protocol shall be signed by members of the Commission and the Bidder and submitted for approval to the Government of the Republic of Tajikistan. The Protocol shall oblige the parties to conclude a purchase and sale agreement not later than 15 days from the moment of its approval by the Government of the Republic of Tajikistan.

Each member of the Commission shall have the right to state in writing his/her dissenting opinion, which the Chairman shall be obliged to attach to the protocol making a cancellation about it.

38. In case of failure to reach an agreement between the Bidder and the Commission on the final version of the agreement, the Commission may reverse the decision to recognize the Bidder as the Bidder and resume negotiations with other Bidders.

39. Bidders who directly or covertly enter into agreements to falsify the results of direct negotiations in order to obtain more favorable prices, conditions of sale, or bidders who constitute an obstacle to the development of direct negotiations, lose the right to participate in the bidding. The decision to suspend bidders is taken by the Commission.

40. Commission fee shall be paid by the buyer not more than 0,5% of the starting price, which shall be spent on organization and conduction of privatization of objects on individual projects after entering to the budget of the Republic of Tajikistan.


5. MODE OF SETTLEMENT AND REGISTRATION OF OWNERSHIP


41. The purchase and sale agreement of the state-owned stake, referring to the statement of the results of the bidding process, shall be concluded between the authorized state body and the Bidder in written form in Tajik and in the state language of the Bidder's country. Both copies of the contract shall have the same legal force.

In case of failure of the Bidder to fulfill his commitments related to timely and full payment for the object, the Commission has the right to revoke this agreement and sign with the participant of the Bidding, who declared the highest price but did not become the Bidder, a Protocol on recognizing him as the Bidder and conclude a purchase and sale agreement (as amended by the Resolution of the Government of Tajikistan No. 243 dated June 18, 1999).


42. Settlements under the purchase and sale agreement are made in accordance with the procedure and on the terms stipulated in the agreement.

43. The Bidder acquires the right of ownership to the state block of shares of the company being privatized after the full sale price and fulfillment of mandatory conditions specified in the purchase and sale agreement (as amended by the Resolution of the Government of the Republic of Tajikistan No. 202 dated April 25, 2007).

44. Bidding results can be appealed within thirty days from the announcement of the Bidder.

45. Funds received from sale of state owned stake of the company to be privatized under individual project shall be directed to the revenue of corresponding budget of the Republic of Tajikistan.

45. Funds received from sale of state owned stake of the company to be privatized under individual project shall be directed to the revenue of corresponding budget of the Republic of Tajikistan.