TENDER RULES PUBLIC ENTERPRISE B&H AIRLINES d.o.o.

Transcription

1 TENDER RULES PUBLIC ENTERPRISE B&H AIRLINES d.o.o. May 2008

2 Contents: 1. Subject of the Tender Definitions Tender Package Timetable Communication Due Diligence Bid Participation Fee Document Submission Bid Receipt and Receipt Confirmation Modification or Withdrawal of Bids Official Representative of the Bidder and Clarification of Bids Requirements, Criteria, Scoring and Methodology of Bid Evaluation Process Notifications to Unsuccessful Bidders Negotiations No Agreement until the Signing of the Recapitalization Agreement Disclaimer The Right of the Committee to Negotiate or Modify the Tender Rules or Cancel the Tender

3 1. Subject of the Tender Name of the Company: Address: Ownership structure: JP B&H Airlines d.o.o. Sarajevo Kurta Schorka no. 36, Sarajevo, Bosnia and Herzegovina 99.87% of capital under the ownership of the Federation of BiH 0.13% of capital under the ownership of Energoinvest d.d. Sarajevo 2. Definitions The following definitions shall be used in the document: Company Public Enterprise B&H Airlines d.o.o. Sarajevo Ownership share Acquiring the share in the ownership of the Company in the amount of 49% of capital stock in accordance with the Law on Business Companies ( Official Gazette of FBiH, no. 23/99, 45/00, 2/02, 6/02, 29/03 and 68/05 and the Law on Foreign Investments ( Official Gazette of FBiH, no. 61/01, 50/03), based on the Decision of the Government of the Federation of Bosnia and Herzegovina on the Procedure to Select and Accept a Strategic Partner for the Increase of Capital Stock Recapitalization of the Public Enterprise B&H Airlines d.o.o. Sarajevo ( Official Gazette of the Federation BiH, no. 38/08); Investments Investments in the Company imply agreed investments, which should be made directly by the Bidder and which will not be funded by assets and/or retained profit of the Company; Bidder or Prospective Investor The company which submitted the bid upon the publishing of the Public Invitation for the Submission of Bids for the Recapitalization of the Public Enterprise B&H Airlines d.o.o. and which participates in the procedures for acquiring the ownership share of the Company; Bid Proposal by the Bidder for acquiring the ownership share in accordance with the Tender Rules; Successful Bidder - The Bidder with the most favourable bid as evaluated on the basis of the criteria set out in the Tender Rules; Bid Deadline The ultimate bid submission deadline; Committee - The Committee for the Realization of the Activities on Finding a Strategic Partner for the Recapitalization of the Public Enterprise B&H Airlines d.o.o. Sarajevo 3. Tender Package Including these Tender Rules, the full Tender Package comprises the following: Information Memorandum of the Company Bid Form Statement of Confidentiality Draft Recapitalization Agreement

4 4. Timetable This document determines the time schedule and duration of the procedures. Procedure From - To Duration period Invitation for the Submission of Bids June 30 th July 30 th days Due Diligence Visits June 30 th July 30 th days Submission of Bids June 30 th July 30 th days Opening and Evaluation of Bids and Selection of Successful Bidder July 31 st August 30 th days Final Negotiations and Signing of the Agreement August 31 st 2008-September 30 th days 5. Communication All communication with regard to signing of the Statement of Confidentiality and the request for obtaining the Tender Package, organization of due diligence visit and submission of the Bid, as well as any other queries should be sent to the following address: AGENCY FOR PRIVATIZATION IN THE FEDERATION OF BOSNIA AND HERZEGOVINA ALIPAŠINA no.41, SARAJEVO Contact person: Nevena Vokić; Fax: nevena.vokic@apf.gov.ba 6. Due Diligence Every Prospective Bidder shall have the opportunity to visit the Company, review the business records in the Data Room, inspect the location and facilities, put forward questions pertaining to the management, and to carry out all other activities deemed necessary by the Prospective Bidder, under the following conditions: All visits for the purpose of due diligence must be arranged through the Committee and they have to take place in the agreed time; All costs incurred through inspections and activities during and in connection with the due diligence, shall be borne exclusively by the Bidder; All requests for discussions with the management or the employees of the Company, or for the purpose of obtaining copies of documents, or for the purpose of any other activity during or in connection with the due diligence are to be arranged through the Committee; The Committee shall retain the exclusive right to make decisions regarding multiple visit requests by the same Prospective Bidder. 4

5 7. Bid The Bid Form, which represents an integral part of the Tender Package, shall specify all requests and documentation which must be submitted in the following order: Annex A Declaration Annex B Legal Authority Annex C Participation Fee Annex D Declaration of funds Annex E The Bid 8. Participation Fee In order to be able to take part in the tender procedure, the Bidder shall make an irrevocable payment of KM ,00 for the participation in the tender. This amount should be effected to the following accounts: Participation Fee BAM Payment Bank name: UPI Banka Sarajevo Account description: Agency for Privatization in the Federation of Bosnia and Herzegovina Sarajevo, Alipašina no. 41 Account number: Purpose: Payment for Participation in Tender for the Public Enterprise B&H Airlines d.o.o. Sarajevo Participation Fee Foreign Currency Payment Bank name: UPI Banka Sarajevo Account description: Agency for Privatization in the Federation of Bosnia and Herzegovina Sarajevo, Alipašina no. 41 Account number: SWIFT: UPBKBA22 ACC IBAN BA Purpose: Payment for Participation in Tender for the Public Enterprise B&H Airlines d.o.o. Sarajevo 9. Document Submission Each Bidder must submit the Bid either in one of the languages in official use in BiH or in English, according to its own decision. The Bidder must submit the Bid by the Bid submission deadline not later than 16:00 hrs Central European time on July 30 th 2008, at the address specified in the Section 5 of the Tender Rules. The Bid shall be valid for 180 (one hundred and eighty) days from the last day of the Bid submission deadline. The Committee will take into consideration the Bids sent by mail if the envelope is marked with the date not exceeding the determined Bid submission deadline. 5

6 The Bidder, or the representative thereof, must sign each Bid with an ink pen. The Signatory of the Bid must initial with an ink pen each page of the Bid and each and any modifications in the text. The Bid must be submitted in a sealed envelope with the following clearly stated on it: The Committee for the Realization of the Activities on Finding a Strategic Partner for the Recapitalization of the Public Enterprise B&H Airlines d.o.o. Sarajevo, with the note: BID-DO NOT OPEN. 10. Bid Receipt and Receipt Confirmation Agency for Privatization in the Federation of Bosnia and Herzegovina shall date and time stamp each received Bid upon receipt. For the Bids delivered in person, the Agency shall issue the official receipt confirmation to the Bidder. 11. Modification or Withdrawal of Bids The Bidder may modify or withdraw its Bid prior to the expiry of the Bid submission deadline by sending a written notice to the Committee to the specified address. Any request for the withdrawal or modification of the Bid received after the expiry of the above deadline shall be rejected and returned to the Bidder. Errors in the Bid cannot be corrected after the expiry of the Bid submission deadline. 12. Official Representative of the Bidder and Clarification of Bids Each Bidder shall identify in its Bid the representative who shall act as the official contact person for any communication with the Committee. No communication whatsoever shall take place between the Bidder and the Committee from the expiry of the Due Diligence period until the announcement of the Successful Bidder. Following the expiry of the Bid submission deadline and until the Successful Bidder is announced, any communication with the Bidder for the purpose of clarification of the Bid shall, if necessary, be initiated by the Committee. 13. Requirements, Criteria, Scoring and Methodology of Bid Evaluation Process Requirements Retaining of the Company and the Company s seat; 6

7 13.2 Criteria The Bids shall be evaluated on the basis of six criteria classified into two groups quantitative and qualitative criteria. Quantitative criteria shall include provision of jet aircraft(s), investments and development, Employment Plan, price for acquiring the ownership share of the Company. Qualitative criteria shall include Business Plan and Credibility of the Bidder. All references having regard to the currency stated in the Bid (e.g. Price of Bid for the Company takeover and investments) must be expressed in Convertible Marks (KM) (1 Eur = KM). A) Recapitalization The Bidder is expected to, as a deposit, introduce jet aircraft(s) for Company use with the capacity of at least 100 seats in one of the following ways: - by procurement of new aircraft(s), - by procurement of the new AIRBUS aircraft through activation of the advance payment in the amount of USD 2,872, made by the Government of the Federation of Bosnia and Herzegovina to the supplier AIRBUS INDUSTRIE France, relative to the contract signed in The value of this aircraft is approximately 35 million USD, - by procurement of used aircraft(s) which should not be more than 10 years old and - by introducing its own used aircraft(s) which should not be more than 10 years old. If the Bidder should intend to perform the recapitalization with an aircraft which is already in use, the Bidder is obligated to accompany its Bid by the estimate of the aircraft value performed by the competent institution. The Successful Bidder must submit the unconditional and irrevocable guarantee payable on first demand issued by a first-class business bank, which will guarantee the fulfilment of these commitments. B) Investments and Development The Bidder should, within the period of three years from the signing of the Agreement, make investments in the Company, which will enable the development of the Company s operations. The Investment Plan needs to specify investments according to the structure (marketing approach and opening of new routes; support to entering the BSP of foreign countries with which there are regular routes established; personnel training and issuance of the relevant certificates; procurement of spare aircraft parts and aircraft maintenance; as well as construction of new facilities hangars, business premises, etc.), scope (amount) and dynamics by year. Investments funded by the retained Company profit shall not represent Investments in this context. In order to take into consideration the timing and risk, the value of investments stated in the Bid shall be reduced in the process of evaluation in the following manner: 7

8 - 1 year; no reduction - 2 years; 0.7 of the planned investment shall be included in evaluation - 3 years; 0.6 of the planned investment shall be included in evaluation - 4 years and more; investment shall not be included in evaluation The Successful Bidder must submit the unconditional and irrevocable guarantee payable on first demand issued by a first-class business bank, which will guarantee the fulfilment of investment commitments. C) Employment Plan In accordance with the overall social policy in Bosnia and Herzegovina, including the social policy of the state companies privatization, each Bidder is advised to give priority to retaining of the employees and, more importantly, to opening of new work posts as a result of investments and other elements proposed in the Business Plan of the Bidder. Each Bidder is obligated to retain 89 permanently employed workers of the Company for the period of at least 3 (three) years from the date of signing the Recapitalization Agreement. The Bidder s Employment Plan shall be evaluated from the aspect of the total number of employees engaged for an indefinite period of time for the first three years and from the aspect of compliance with the Investment Plan and Business Plan. D) Price for admission to the Company The Bidder needs to offer the amount for admission to the Company. The amount shall be paid in cash. E) Business Plan Every Bidder participating in the Tender is requested to deliver a detailed three-year Business Plan for the Company. The Business Plan should include the projected Balance Sheet, Income Statement and Cash Flow Statement. It should also identify the main planned strategies for providing driving force to the Company, including, while not limited to: Plans for the market share increase Improvement of the existing and development of new services Modernisation Advancement in technology of all aspects of business Activities which will enable the achievement of the abovementioned goals 8

9 F) Credibility of the Bidder Each Bidder shall submit appropriate evidence of competency and qualifications for the fulfilment of the various obligations included in the Bid. Such evidence material should include, and at the same time should not be limited only to, the following: Details on the relevant experience of the Bidder in the air transport Financial reports and financial audit reports on the business operations for the last 3 (three) years Information on business rating Recommendations from banks, customers or other business partners In the event of the Bid submitted by a consortium, each member of the consortium needs to submit information with regard to the above stated items Scoring Maximum number of points for all the abovementioned criteria (A-F) is 100. Number of points by each of the six criteria shall be given as follows: Quantitative criteria: Provision of jet aircraft(s) Investments and development Employment Plan Price for acquiring the ownership share of the Company 35 points 20 points 15 points 10 points Qualitative criteria: Business Plan Credibility of the Bidder Bid Evaluation Total: 10 points 10 points 100 points Bid Evaluation shall be performed according to the following methodology. For each criterion, all Bids shall be evaluated relative to the best evaluated Bid. This means that the Bidder with the best evaluation on the basis of individual criterion shall be awarded the maximum number of points. Formula used for the evaluation of each of the Bids is defined as follows: A) Recapitalization 35 points according to the following formula: Br.va = (VA/VA max)*35, where Br.va - is the number of points for the introduction of jet aircraft(s) VA is the amount offered by the Bidder VA max is the highest amount offered by a Bidder in the Tender 9

10 B) Investments and Development 20 points according to the following formula: Br.i = (I/Imax)*20, where: Br.i is the number of points for the investments and development I is the discounted current value of investments over three years Imax is the highest discounted current value of investments over three years offered by a Bidder in the Tender C) Employment Plan 15 points according to the following formula: Br.z = (Z/Zmax)*15, where: Br.z is the total number of points under employment criterion Z is the total number of employees engaged for an indefinite period, which the Bidder is committed to retain Zmax is the biggest total number of employees engaged for an indefinite period offered by a Bidder in the Tender D) Price for admission to the Company 10 points according to the following formula: Br.c = (C/Cmax)*10, where Br.c - is the number of points for Price C is the Price offered by the Bidder Cmax is the highest price offered by a Bidder in the Tender E) Every Business Plan provided by Bidders shall be evaluated as follows: Category Points Very good 10 Good 7.5 Average 5 Poor 2.5 Non-satisfactory 0 F) Credibility of each Bidder shall be evaluated as follows: Category Points Very good 10 Good 7.5 Average 5 Poor 2.5 Non-satisfactory 0 10

11 14. Notifications to Unsuccessful Bidders The Committee shall notify unsuccessful Bidders on the results of the Tender within 5 (five) days from the day of issuance of the Decision on the Selection of the Successful Bidder by the Committee. In the event of unsuccessful negotiations with the Successful Bidder within the period of validity of Bids, the Committee will commence negotiations with the second most successful Bidder. 15. Negotiations The negotiations with the Successful Bidder shall be concluded within 15 days from the day of issuance of the Decision on the Selection of Successful Bidder by the Committee. Upon selection of the Successful Bid, Draft Recapitalization Agreement shall be delivered to the Bidder. 16. No Agreement until the Signing of the Recapitalization Agreement No agreement shall be deemed reached in relation to the selection of a partner until the Agreement defining mutual rights and obligations is signed. 17. Disclaimer The Government of the Federation of Bosnia and Herzegovina makes no representation or guarantee in connection with the Company (apart from those which will be defined in the Agreement). The prospective Bidders can perform thorough due diligence of the Company on their own and submit their Bids based exclusively on their own independent research and findings, without relying on any information obtained from the Committee. 18. The Right of the Committee to Negotiate or Modify the Tender Rules or Cancel the Tender The Committee reserves the right to modify the Rules and deadlines specified in this Tender, including, but not limited to, any or all deadlines, at any time prior to the expiry of the bid submission deadline without prior notice. Subsequent written notification shall be delivered to all Bidders as soon as possible. The Committee reserves the right to provide extended deadline of 10 days for potential improvement of the Bid, after the preliminary Bid Evaluation. The Committee reserves the right to cancel the Tender at any time or for any reason, after the expiry of the bid submission deadline, subsequent to the delivery of the written notification (fax or dedicated mail) to the Bidders. The Committee shall not bear any costs or responsibility due to cancellation of the Tender. 11