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Notice privatisation


17th November 2014


10th September 2013


7th August 2013

The short list
of potential consultants who met the selection criteria specified in
notice for the call for bids for consulting services in the process involving the privatisation of the
Company Complexul Energetic Hunedoara S.A.

Nr.
Crt.

Name of potential Consultant

Address indicated in the letter attached to the
Expression of Interest

1.

KPMG Romania S.R.L. Victoria Business Park,
DN1, Soseaua Bucuresti Ploiesti nr. 69-71,
Sector 1, 013685, Bucuresti, Romania

2.

S.C.A. Tuca Zbarcea and Associates. America House, etaj 8,
Sos. N. Titulescu nr. 4-8,
Sector 1, 011141, Bucuresti, Romania

3.

Consortium consisting of:
Schoenherr si Asociatii S.C.A. (leader) and
Epic Financial Consulting GmbH (Austria) and
New Europe Corporate Advisory Limited (Bulgaria)
Bd. Dacia nr. 30, Etaj 7,
Sector 1, 010413, Bucuresti, Romania

4.

Consortium consisting of:
Ernst & Young S.R.L. and
S.p.r.l. E. Platis C. Bazilescu
Bucharest Tower Center building, etaj 22,
Bd. Ion Mihalache nr. 15-17,
Sector 1, 011171, Bucuresti, Romania

5.

Consortium consisting of:
Deloitte Consultanta S.R.L. and
S.p.a.r.l. Musat and Associates
Sos. Nicolae Titulescu nr. 4-8,
East Entrance, Et. 3,
Sector 1, 011141, Bucuresti, Romania

6.

Consortium consisting of:
Raiffeisen Centrobank AG (Austria)
Raiffeisen Capital&Investment S.A. and
S.C.A. Zamfirescu Racoti&Partners
Calea Floreasca nr. 246D, Camera 1, Etaj 2,
Sector 1, 014476, Bucuresti, Romania

7.

Consortium consisting of:
PricewaterhouseCoopers Management Consultants S.R.L.
(leader) and S.C.A. D&B David and Baias
Lakeview building
Bd. Barbu Vacarescu nr. 301-311,
Sector 2, 020276, Bucuresti, Romania



8th July 2013

NOTICE*
for the call for bids for consulting services in the process involving the privatisation of the
Company Complexul Energetic Hunedoara S.A.

Pursuant to the Rules for the Implementation of Government Emergency Ordinance no. 88/1997 on the privatisation of companies, as amended and supplemented, to Law no. 137/2002 on certain measures to expedite privatization, as approved by GD no. 577/2002, as amended and supplemented, and to GD 86/2013, a specialised consultant – such as investment bank or consulting firm – having the required expertise in the field of privatisation processes („Consultant”) is intended to be selected, based on service quality and cost criteria, in order to provide consulting on the privatisation of Complexul Energetic Hunedoara S.A. (“C.E. Hunedoara”), headquartered in Romania, Petrosani, str. Timisoara nr. 2, jud. Hunedoara, website www.cenhd.ro („Project”).

The concerned public institution for which the consulting services are requested is the Ministry of Economy (headquartered in Bucharest, Calea Victoriei nr. 152, Sector 1), acting by and through the Department for Energy, headquartered in Bucharest, Splaiul Independentei nr. 202 E, Sector 6.

Under the project, the Consultant will provide to the Department for Energy, acting in the name and on behalf of the Ministry of Economy, and to C.E. Hunedoara, a package of specialised consulting services for the implementation of the privatization strategy approved by GD no. 86/2013 and which covers, without limitation, the following types of activities:

  • Legal analysis and consulting services provided by a law firm for the preparation and negotiation of the Project legal documentation required to kick off, perform and finalise C.E. Hunedoara share capital increase, including preparation of draft legislative acts and/or potential amendments to such draft legislative acts required to implement the Project;
  • Technical audit/assessment services;
  • Business consulting as well as financial and accounting consulting required to prepare and conduct the evaluation of C.E. Hunedoara;
  • Environmental audit services;
  • Geological resources audit services;
  • Services for the promotion and marketing of the privatisation process, intended to identify and attract interested investors;
  • Specialist services for the development of the electronic data room allowing restricted remote access to C.E. Hunedoara data;
  • C.E. Hunedoara evaluation services;
  • Pre-privatisation services (preparation of all relevant documents);
  • Commercial analysis services (market research etc.);
  • Consulting services for the negotiation of the privatisation contract;
  • Consulting services for the completion of the privatisation transaction, if applicable;
  • Services involving translation from and into English.

Relevant general information on C.E. Hunedoara:

Name *)

Registered office *)

Trade Register Office no. *)

Tax Code *)

Main business object *)

Share capital *)

Turnover (2012)**)

No. of employees *)

S.C. Complexul Energetic Hunedoara S.A. Romania,
mun. Petrosani,
str. Timisoara nr. 2,
jud. Hunedoara
J20/994/2012 RO30855230 Production of electricity – NACE code 3511

349.821.330 lei

232.504.917 lei

7.080

*) According to the application for registration of information submitted to the Trade Register Office as of 01.07.2013, after the merger by absorption of C.E. Hunedoara and S.N. a Huilei S.A.
**) According to the 2012 audited balance sheet related to the activity conducted by C.E. Hunedoara for a time period of two months from company registration date.

The shareholding structure is the following:

No.

Shareholder

%

Number of shares *)

1

Ministry of Economy

100

34.982.133 shares

*) According to the application for registration of information submitted to the Trade Register Office as of 01.07.2013, after the merger by absorption of C.E. Hunedoara and S.N. a Huilei S.A.

Interested and eligible specialised Consultants - such as investment banks or consulting firms - having due expertise in the field of privatisation processes, duly licensed to provide advisory services required by and related to the performance of the Project, are hereby invited to submit, on an either individual or consortium basis, no later than 24.07.2013, 03:00 pm, Romanian time, to Registratura Generala, C.E. Hunedoara, municipiul Vulcan, str. Paroseni, nr. 20, jud. Hunedoara, Romania (General Registry Office of C.E. Hunedoara, Vulcan, Paroseni 20, Hunedoara County), their letter of interest providing specific details certifying that the Consultants meet the selection criteria for the Consultants’ shortlisting, and specifically indicating, including by means of supporting documents (note that, for the purpose of this Project stage, supporting documents may include notarised sworn statements), that the Consultants meet the following selection criteria:

(i)

Expertise derived from participation over the past 10 years as consultants of governments/ ministries in Romania and/or other EU countries and/or worldwide, as part of successfully completed projects involving privatisation and/or merger and/or cash private capital contribution increases in state-owned companies operating in such sectors as the energy field and/or mineral resources, with a turnover of no less than EUR 50 million;

or

 

(ii)

Expertise derived from participation over the past 10 years as consultants in successfully completed projects involving privatisation and/or merger and/or cash private capital contribution increases in companies operating in such sectors as the energy field and/or mineral resources with more than EUR 30 million transactions conducted in Romania and/or other EU countries and/or worldwide

and

 

(iii)

The average turnover over the past consecutive complete three (3) financial years is no less than EUR 800,000. In order to determine if a consortium meets this criterion, it is not requested that each consortium member comply with this requirement, as the average turnover to be considered will be the largest one reported over the past consecutive complete three (3) financial years by any of the consortium members. In order to determine if this selection criterion is met, the consortium members’ average turnovers will not be cumulated, but the largest of those turnovers will be considered.

For avoidance of any doubt, the selection criteria listed in (i) and (ii) are mutually exclusive, with either of them having to be met cumulatively with the criterion set forth in (iii).

Moreover, the Consultants will submit documents supporting the fact that they are authorized to provide consulting services related to the Project (for the purpose of this stage, the supporting documents shall be the confirmation of company details issued by the Trade Register Office no more than 30 days before the submission of the letter of interest, in case of Consultants that are Romanian legal entities, and equivalent documents issued in their countries of origin, in case of Consultants that are foreign legal entities).

The documents requested according to the above shall be submitted in original, in Romanian or, if the case may be, in English, accompanied by their translation into Romanian, legalised by a Romania-based notary public office.

In order to meet the selection criteria, the Consultants may submit letters of interest in partnership (as a consortium). The agreement whereby the consortium was established is not mandatory to be submitted for the purpose of this stage of the selection procedure.

The Short List of pre-selected Consultants shall be displayed on the Internet page of C.E. Hunedoara, at www.cenhd.ro, within 10 business days from the deadline for submission of the letters of interest. After its publication date, pre-selected Consultants, which shall receive invitation to bid letters, may partake in the selection procedure, individually or in consortium, by the submission of a bid drawn up according to the Specifications in view of selection of a specialized consultant, investment bank or consulting firm, experienced in the development of privatisation procedures with a view to providing consulting services for C.E. Hunedoara privatisation („“Specifications”).

The association of pre-selected Consultants does not necessarily need to be performed only with other Consultants included on the short list. Nevertheless, each consortium must include at least one qualified entity on the short list.

The Specifications contain general information for Consultants, the precise requirements that each Consultant must meet and the requested bid documents, the structure of the technical bid and of the financial bid, the terms of reference, standard form for the consulting agreement, the confidentiality commitment, as well as other elements regarding the Project and the bid preparation and submission method.

The Specifications may be acquired daily by pre-selected Consultants, after the communication of the invitation letter, from C.E. Hunedoara headquarters, located in Romania, municipiul Vulcan, str. Paroseni, nr. 20, jud. Hunedoara, on any given day, Monday through Friday, during the hours 09.00 – 15.00.

The Specifications may be acquired in exchange of the amount of EUR 3,000 (three thousand) (or the lei equivalent, calculated at the B.N.R. exchange rate valid on the payment date, for Romanian legal entities), plus VAT. In case of a consortium, evidencing the acquisition of the Specifications by at least one member of the consortium shall suffice.

The price for the Specifications shall be paid by payment order payable to State Treasury to the following accounts of C.E. Hunedoara (C.I.F. RO 30855230), with the specification „counter value of the Specifications for the selection of the consultant for privatisation&rdquo:

  • For payments in lei, in the account IBAN RO53CECEHD0130RON0574338 opened by Complexul Energetic Hunedoara with CEC Bank – Deva BRANCH;
  • For payments in EUR, in the account RO44CECEHD01C1EUR0578725 opened by Complexul Energetic Hunedoara with CEC Bank – Deva BRANCH.

For the collection of the Specifications, the representatives of pre-selected Consultants shall submit:

  • The proof of payment of the Specifications price;
  • Identity document of the person empowered (representative);
  • Original power-of-attorney from the pre-selected Consultant. The power-of-attorney shall contain the specification that the empowered person is entitled to collect the Specifications on behalf of the bidder and also to sign on its behalf the Confidentiality Commitment. For foreign individuals, the power-of-attorney shall be accompanied by a notarized translation into Romanian (if applicable).

The acquisition of the Specifications is mandatory for the participation in the selection procedure.

Further information may be obtained from telephone no. 0254.570.790 and fax no. 0254.570.481 (contact person: Mr Nicolae PETROI - Deputy General Manager) or from the e-mail address: nicolae.petroi@cenhd.ro.

Clarifications on any matter provided by the Specifications may be requested at least 5 business days prior to the date fixed for submission of bids, according to the provisions of the Specifications.

Participants in the selection procedure are bound to submit a bid bond in the amount of EUR 25,000 (twenty five thousand) or the lei equivalent of this amount, calculated at the B.N.R. exchange rate valid on the issuance date of the letter of bank guarantee, according to the Specifications. The form of the bank letter of guarantee for participation in the selection procedure is provided by the Specifications.

Bids may be submitted until the deadline of 16.09.2013, 10.00 a.m., which is a disqualification term, at C.E. Hunedoara headquarters in Romania, mun. Petrosani, str. Timisoara nr. 2, jud. Hunedoara, to the attention of Mr. Nicolae PETROI, Deputy General Manager.

The date and place of bid opening: 16.09.2013, 11.00 a.m., at C.E. Hunedoara headquarters mentioned above.

The validity of bids submitted by participants in the selection procedure shall be of at least 90 days from the deadline fixed for submission of bids.

By submitting bids, any concerned party acknowledges and accepts the terms of this Notice and of the Specifications.

Any amendment to the terms and conditions hereof will only be available on the C.E. Hunedoara website, no later than two business days before such amendments become effective.

*) In case of inconsistency between the English and the Romanian versions of the notice, the Romanian version shall prevail.

 



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