Joint Stock Company “National Mining Company “Tau–Ken Samruk” (hereinafter – Tau–Ken Samruk) hereby announces the completion of an open two-stage tender (hereinafter – the Tender) for the sale of 51% to 100% of the interests in the authorized capital of Tau-Ken Temir Limited Liability Partnership and Silicon Mining Limited Liability Partnership (hereinafter – the Assets).
The criterion for evaluating the Tender offers was the proposed price for the Assets.
The Participant whose Tender offer proposes the highest price for acquisition of the Assets, considering the terms of installments or payment in installments (tranches) is recognized as a winner of the Tender.
Based on the results of consideration of the submitted Tender offers, the Consortium consisting of METALEEN INVESTMENTS HOLDINGS LLC and TSP ALÜMINYUM ANONIM ŞIRKETI (hereinafter – the Winner) was recognized as the winner of the Tender.
Five offers were received from potential participants as part of the Tender:
| Tender Participant | Size of the share offered for acquisition | Offered price (KZT) | Price per 100% (KZT) |
| Consortium consisting of METALEEN INVESTMENTS HOLDINGS LLC and TSP ALÜMINYUM ANONIM ŞIRKETI | 55% | 4 906 880 000 | 8 921 600 000 |
| Participant-2 | 100% | 8 500 000 000 | 8 500 000 000 |
| Participant-3 | 100% | 5 170 000 000 | 5 170 000 000 |
| Participant-4 | 100% | 5 010 000 000 | 5 010 000 000 |
| Participant-5 | 51% | 2 538 305 861 | 4 977 070 316 |
As part of the investment obligations of the Tender, the Winner (according to Annex No. C1 and Annex No. C2 to the Tender Documentation), inter alia, undertakes:
- preserve the Asset’s activity profile for at least 5 (five) years from the date of Agreement conclusion;
- restart production within 2 (two) years (without Tau-Ken Samruk participation);
- repay debts of the Assets to Tau-Ken Samruk (the actual amount will be determined on the date of conclusion of the purchase and sale agreement, as of April 26, 2024, the intra-group debt of the Assets amounts to KZT4 132 thousand);
- execute a put option. Within a period of no more than 5 years from the date of conclusion of the purchase and sale agreement of 55% of the interests in the authorized capital of the Assets, Tau-Ken Samruk has the right to require the Winner to redeem the remaining 45% of the interest in the authorized capital of the Assets, at a price not less than the purchase price calculated per 1% of the interest in the authorized capital of the Assets applying indexation for profitability in the amount determined by the parties, and the Winner will be obliged to buy the specified share from Tau-Ken Samruk within a period not exceeding 6 months from the date of submitting the corresponding request for redemption of Tau-Ken Samruk or within another period agreed by the parties.
BIDDING NOTICE (dated April 10)
Joint Stock Company “National Mining Company “Tau-Ken Samruk” (hereinafter – the “Sectorial Company”) announces amendments to the notice of bidding by means of an Open two-stage tender for the sale of 51% to 100% of the shares in the authorized capital of “Tau–Ken Temir” Limited Liability Partnership and from 51% to 100% of the shares in the authorized capital of “Silicon Mining” Limited Liability Partnership (hereinafter – the “Assets”, and separately “Asset”) owned by the Sectorial Company, published on January 31, 2024 (hereinafter – “Initial Notification“). The terms and definitions used in this notice have the meaning given to them in the Initial Notification. In particular, the Initial Notification was amended as follows:
- Summing up the results of the second stage of the Bidding and selecting the winner by April 24, 2024 (inclusive);
- Acceptance of Competitive Bids within 5 (five) working days from the date of summing up the results of the first stage.
This Notice is executed in Russian, Kazakh and English. In case of contradictions, the Russian version of the Notice shall prevail.
For additional information about the Bidding, please contact to:
Aidyn Jaxybayev +7 (771) 800 31 43, ajaxybayev@kpmg.kz
Zhanibek Tokanov: +7 (702) 695 61 91, ztokanov@kpmg.kz
BIDDING NOTICE (dated March 14)
“National Mining Company “Tau-Ken Samruk” Joint Stock Company (hereinafter – the “Sectorial Company”) announces amendments to the notice of bidding by means of an Open two-stage tender for the sale of from 51% to 100% of the shares in the authorized capital of “Tau–Ken Temir” Limited Liability Partnership and from 51% to 100% of the shares in the authorized capital of “Silicon Mining” Limited Liability Partnership (hereinafter together – the “Assets”, and separately – the “Asset”) owned by the Sectorial Company, published on January 31, 2024 (hereinafter – the “Initial Notice”). Terms and definitions used in this notice have the meaning given to them in the Initial Notice. The following amendments are made to the Initial Notice:
- Competition applications, drawn up in accordance with the requirements in the Initial Notice, will be accepted until 10.00 a.m. March 26, 2024 (inclusive) Astana time at the address: 17/10, Syganak str., Astana;
- Summing up the results of the second stage of the Competition and selecting the winner by April 17, 2024;
- The bank account of the Sectorial Company: IIC KZ696010111000044877 (account in KZT), IIC KZ966010111000047301 (account in USD).
This notice is executed in Russian, Kazakh and English. In case of contradictions, the Russian version of the Notice shall prevail.
Additional information about the bidding process can be obtained by phone:
Aidyn Jaxybayev +7 (771) 800 31 43, ajaxybayev@kpmg.kz
Zhanibek Tokanov: +7 (702) 695 61 91, ztokanov@kpmg.kz
BIDDING NOTICE
Joint Stock Company “National Mining Company “Tau-Ken Samruk” (hereinafter – the “Sectorial Company”) announces (hereinafter – the “Notice”) the holding of Biddings by means of an Open two-stage tender for the sale of 51% to 100% of the shares in the authorized capital of “Tau–Ken Temir” Limited Liability Partnership and from 51% to 100% of the shares in the authorized capital of “Silicon Mining” Limited Liability Partnership (hereinafter – the “Assets”, and separately “Asset”) owned by the Sectorial Company that will start on January 31, 2024 at 9.00 am (Astana time) at the address: 17/10, Syganak str., Astana (hereinafter – the “Bidding”). The Bidding is held in order to determine the estimated price and other conditions for the sale of Assets for the conclusion of sales and purchase agreement (hereinafter – the “Agreement”) from 51% to 100% of participation interest in the Asset (hereinafter – the “Participation Interest”). If any permits and approvals of the state bodies of the Republic of Kazakhstan are required for the sale of Assets, the Agreement will be concluded if such permits and approvals are issued.
The Bidding Procedure
The sale of Assets is carried out in accordance with the legislation of the Republic of Kazakhstan, the Rules on transfer to the competitive environment of Assets of Joint Stock Company “Sovereign Wealth Fund “Samruk-Kazyna” and organizations, more than fifty percent of the voting shares (interests) of which directly or indirectly is owned by Samruk-Kazyna JSC on the right of property, approved by the decision of the absentee meeting of the Board of Directors of Samruk-Kazyna JSC of December 14, 2020, No. 181, with amendments and additions as of April 08, 2021, Minutes No. 183, of September 30, 2021 Minutes No. 187, of August 26, 2022, No. 202, of June 20, 2023, Minutes No. 219, of December 19, 2023, Minutes No.228 (hereinafter – the “Rules”) and the Tender Documentation on the sale of Participation Shares in the authorized capital of Tau-Ken Temir LLP and Silicon mining LLP, posted on the website https://tks.kz/privatizacia/ (hereinafter – the “Tender Documentation”).
The procedure, stages and conditions of the Bidding are determined by the Rules and the Tender Documentation.
Stage 1 includes:
- Signing of a confidentiality agreement and familiarization with Assets from the date of publication of this Notice before the deadline for accepting Competition Applications (as this term is defined below). The right of access to the Virtual Data Room (Data Room) with confidential information regarding Assets is granted to potential participants after signing a confidentiality agreement.
- Competition Applications (as this term is defined below), drawn up in accordance with the requirements in the Notice, will be accepted until March 14, 2024 to 06.00 pm Astana time (within 44 calendar days from the date of publication of the Notice) at the address: 17/10, Syganak str., Astana. The Competition Application – a package of documents submitted by a potential participant within the framework of the bidding, containing a comprehensive description of the terms of the Asset acquisition to take a decision on the admission of a participant to the Bidding (hereinafter – the “Competition Application”). The Competition Application is an intention to participate in legally binding bidding, an agreement with the terms of the Bidding, within the framework of which the participant provides a preliminary price quotation, which must not be lower than the minimum price.
- Opening of packages with Competition Application and their verification for compliance with the requirements of the Notice (without checking compliance with the criteria for evaluating preliminary offers) by the Commission of the Sectorial Company on the day of the deadline for submitting Competition Applications for participation in the Bidding.
- Sending by the structural subdivision of the Sectorial Company (hereinafter – the “Responsible Department”) a written notification to the applicants to eliminate deficiencies in the Competition Applications, within 3 (three) working days from the date of completion of the Competition Application opening. This deadline can be extended by 2 (two) working days if necessary.
- Elimination by the applicant of the identified inconsistencies and provision of corrected materials to the Responsible Department of the Sectorial Department within 7 (seven) working days. At the same time, it is not allowed to provide information and documents that change the content and/or conditions of the preliminary offer.
- Consideration by the Commission of the Sectorial Company of Competition Application with the eliminated deficiencies and the preliminary offers attached to them within 3 (three) working days from the expiration date for the elimination of the identified inconsistencies.
- Summing up the results of the first stage of the Bidding and sending notice about the second stage.
Stage 2 includes:
1. Acceptance of Competitive Bids (as this term is defined below) containing a description of the conditions for the acquisition of Assets, in accordance with the criteria defined in the notice of the Sectorial Company on the completion of the first stage of the Bidding is accepted within 15 (fifteen) working days from the date of summing up the results of the first stage. Competitive Bid – a price quotation submitted by participants whose Competition Applications were selected as part of Stage 1 (hereinafter – “Competitive Bid”).
The Competitive Bid is submitted by the Participant of the Bidding in a sealed envelope. The Competitive Bid must be stitched, the pages or sheets are numbered, the last page or sheet is certified with the signature and seal of the participant of the Bidding.
On the front side of the sealed envelope with the Competitive Bid, the participant must indicate:
1) full name and postal address of the Participant;
2) full name and postal address of the Sectorial Company;
3) the name of the Assets for participation in the Bidding, according to which the Competitive Bid of the Participant is submitted;
4) the inscription “DO NOT OPEN BEFORE” indicating the date and time of the end of the reception of Competitive Bids in accordance with this Notice.
The envelope with the Competitive Bid submitted after the deadline is not opened and returned to the participant. A duly executed Competitive Bid is sent or provided by the participant to the address specified in the notice of the second stage of the Bidding within the deadline for submitting Competitive Bids.
2. Consideration of the Competitive Bid within 3 (three) working days from the date of opening by the Sectorial Company Commission of envelopes with Competitive Bids and taking the minutes for opening envelopes with Competitive Bids.
3. Summing up the Bidding results and selecting the winner by April 5, 2024.
The Competition Application should contain:
- Preliminary offer on the subject of Bidding. The preliminary offer must contain the obligations of the potential investor (hereinafter – the “Participant”) to fulfill the criteria for evaluating offers and minimum requirements;
- An application drawn up in the form according to Annex 1 to the Rules;
- An annex with documents confirming the applicant’s compliance with the qualification requirements, according to the list specified in the Tender Documentation.
Initial (Starting) Asset price: KZT 4,600,000,000 (four billion six hundred million) for 100% of the share in the authorized capital of “Tau-Ken Temir” Limited Liability Partnership;
KZT 100,000,000 (one hundred million) for 100% of the share in the authorized capital of “Silicon mining” Limited Liability Partnership”.
The criteria for evaluating preliminary offers at the First Stage will be agreement with the conditions for the sale of the Participation Interest specified in item 5.2 of the Tender Documentation, as well as compliance with the qualification requirements.
Minimum requirements – Assets sale terms are specified in the Tender Documentation.
The criteria for evaluating Competitive Bids will be determined and sent during the second stage of Bidding.
Conditions for the transfer of ownership of Assets: The Participation Shares will be transferred depending on the payment method for the cost of the Participation Share in accordance with item 40 of the Rules, as well as taking into account the provisions of the Agreement agreed by the parties.
Collateral. To participate in the Bidding, it is necessary to provide a guarantee fee to secure the Competition Application for participation in the Bidding and the fulfillment of obligations under the Competitive Bid and the Agreement in the amount of KZT 92,000,000 (ninety-two million) for “Tau-Ken Temir” Limited Liability Partnership; KZT 2,000,000 (two million) for “Silicon Mining” Limited Liability Partnership (hereinafter – “Collateral”) no later than the date of completion of Competition Applications . At the same time, Collateral must be provided in full for both Assets, since within the framework of the Bidding, Assets are sold in one lot (that is, the possibility of acquisition of Assets separately is excluded).
The collateral is a guaranteed cash contribution, in accordance with the terms of the Tender Documentation, deposited to the bank account of the Sectorial Company: JSC NMC Tau-Ken Samruk: BIN 090240000101, BC 16, BIC HSBKKZKX, JSC Halyk Bank of Kazakhstan, IIC KZ696010111000044877 (account in KZT), IIC KZ966010111000047301 (account in USD).
The amount of the guarantee fee does not include payment for banking services.
The collateral of the Participant who won the Bidding and concluded the Agreement, provided by making a guarantee fee, is not refunded and is subject to offset against the payments due under the Agreement;
The conditions for the return of the Collateral, as well as cases when the Collateral is non-refundable, are established in accordance with the terms of the Tender Documentation.
Mandatory and additional conditions that a potential participant undertakes to fulfill if he/she is determined to be the winner of the Bidding:
• in the case of payment of the purchase price by installments or tranches, the total payment term of the purchase price should not exceed 24 (twenty-four) calendar months, and the amount of the first part of the payment (tranche) should not be less than 30% of the purchase price. The amount of unpaid monetary obligations under the Agreement is subject to indexation in accordance with the refinancing rate established by the National Bank of the Republic of Kazakhstan;
• in the case of the acquisition of the Asset by installments, obligations to pay the purchase price must be secured by a pledge of the Participation Interest and fixed assets of the Asset by concluding appropriate agreements;
• acceptance and fulfillment of investment obligations specified in Annex C to the Tender Documentation;
• compliance with the requirements for the buyer (qualification requirements) according to the requirements of the Tender documentation;
• concluding an Agreement in accordance with the procedure defined by the Rules and Tender Documentation.
To register as a Participant, it is necessary to provide:
- a Competition Application drawn up in accordance with the requirements in this Notice;
- a notarized copy of the charter (or a similar constituent document) of the entity applying for participation in the Bidding, with all amendments and additions;
- a notarized copy of the certificate or letter of verification of state registration (re-registration) of the Participant (or a similar document);
- a detailed ownership structure of the Participant to the final beneficiaries-individuals, indicating at each level the shareholders/participants and the jurisdictions of the institution and notarized documents confirming the establishment of legal entities;
- the original certificate from the bank confirming the existence of a bank account;
- contact details (postal address, phone, fax, e-mail);
- notarized copies of documents certifying the identity and authority of the signatory of the Competition Application for participation in the Bidding;
- for joint-stock companies – the original extract from the register of shareholders concerning the person applying for participation in the Bidding, as of the date not earlier than the date of publication of the Bidding Notice;
- documents confirming compliance with the qualification requirements specified in the Tender Documentation and Rules;
- letter of agreement with the sales terms of Assets;
- all necessary corporate decisions of the entity applying for participation in the Bidding, regulated by the applicable law and its constituent documents necessary for payment of the Collateral by an entity, including a decision on approval and/or execution of a large transaction or a perspective transaction (if applicable);
- a detailed description of the transaction financing mechanism, as well as documents confirming the participant’s ability to finance the transaction, for example: an account statement, a decision of the bank’s credit committee, a bank guarantee, a guarantee issued by an individual or legal entity;
- documents confirming the provision of the Collateral under the conditions described above.
Brief description of Assets:
“Tau-Ken Temir” Limited Liability Partnership was established on December 4, 2013.
Main activity: production of metallurgical silicon, cast iron, steel and ferroalloys; production of other chemical products.
Ownership: Sectorial Company – 100%.
“Silicon mining” Limited Liability Partnership was established on December 22, 2008.
Main activity: extraction and enrichment of non-metallic ores; research, experimental and methodological and development work in the geological industry.
Ownership: Sectorial Company – 100%.
Financial highlights
Tau-Ken Temir LLP
| Indicators (KZT million) | 2018 | 2019 | 2020 | 2021 | 2022 | For the 9 months ended September 30, 2023 |
| Authorized capital | 15122 | 15122 | 15122 | 15122 | 15122 | 15122 |
| Revenue | 9948 | 8971 | 1012 | 22 | 13 | 2 |
| EBITDA | (385) | (2855) | (224) | (246) | (339) | (331) |
| Income/loss | (267) | (3574) | (8484) | (6203) | (505) | (422) |
| Book value, incl. | ||||||
| Assets | 13701 | 10758 | 1536 | 8102 | 7 987 | 12 967 |
| Liabilities | 1673 | 2304 | 1566 | 1929 | 2 320 | 2 630 |
| Intra-group debt to the Sectorial Company | 981 | 981 | 1074 | 1524 | 2 261 | 2 591 |
| Equity capital | 12028 | 8454 | (30) | 6173 | 5 668 | 5 246 |
| Number of employees | 376 | 307 | 72 | 73 | 60 | 63 |
Silicon mining LLP
| Indicators (KZT million) | 2018 | 2019 | 2020 | 2021 | 2022 | For the 9 months ended September 30, 2023 |
| Authorized capital | 354 | 354 | 355 | 536 | 536 | 536 |
| Revenue | 520 | 1169 | 15 | 7 | 1 | |
| EBITDA | (231) | 675 | (34) | (60) | (16) | (16) |
| Income/loss | (282) | 90 | (58) | (15) | (57) | (80) |
| Book value, incl. | ||||||
| Assets | 796 | 1273 | 1057 | 1131 | 780 | 780 |
| Liabilities | 1353 | 1739 | 1580 | 1502 | 1208 | 1288 |
| Intra-group debt to the Sectorial Company | 1126 | 1575 | 1429 | 1460 | 1177 | 1 220 |
| Equity capital | (557) | (466) | (523) | (371) | (428) | (508) |
| Number of employees | 14 | 14 | 4 | 4 | 5 | 5 |
Restrictions for participation in the Bidding. Entities applying for participation in the Bidding must meet the qualification requirements specified in Annex No. 1 to the Tender Documentation.
The provisions on the procedure for Bidding can be found in the Rules, which are publicly available on the websites of JSC SWF Samruk-Kazyna and the Sectorial Company.
The Sectorial Company Commission may decide to cancel and re-announce the Bidding before the Competition Application is opened. In this case, the Sectorial Company places an appropriate announcement in the media and on the Sectorial Company’s corporate website.
The deadlines for providing Competition Applications and Competitive Bids specified in this Notice may be adjusted upwards by the decision of the Sectorial Company before the deadline for the acceptance of Competition Application and Competitive Bids, respectively. In case of a decision to adjust the deadlines, the Sectorial Company places an appropriate announcement in the media and on the Sectorial Company’s corporate website.
This Notice is executed in Russian, Kazakh and English. In case of contradictions, the Russian version of the Notice shall prevail. The Bidding, the Tender Documentation and the Data Room will be presented in Russian. Translation services will not be provided, therefore, if necessary, the translation of documents must be carried out by the Bidding Participants themselves.
Additional information about the bidding process can be obtained by phone:
Aidyn Jaxybayev +7 707 780 0009, ajaxybayev@kpmg.kz and Zhanibek Tokanov: +7 702 695 61 91, ztokanov@kpmg.kz.
Instructions for obtaining access rights to the Data Room:
The right to access the Data Room with confidential information regarding Assets is granted to the Bidding Participant after the Participant signs a confidentiality agreement.
The electronic version of the confidentiality agreement signed by the Bidding Participant must be sent by e–mail to the representative of the Sectorial Company – Azat Alsenov (a.alsenov@tks.kz) and Assel Kydyrbekova (a.kydyrbekova@tks.kz), as well as representatives of the independent consultant of the Sectorial Company – KPMG Tax and Advisory LLP: Aidyn Jaxybayev (ajaxybayev@kpmg.kz) and Zhanibek Tokanov (ztokanov@kpmg.kz).
In addition to the signed electronic version of the confidentiality agreement, the Participant must indicate in an e-mail the following data of individuals recipients of confidential information regarding Assets:
- Full name;
- Position;
- Full name of the Bidding Participant (legal entity);
- E-mail address;
- Phone number;
After performing the above actions, each person indicated in the email will receive an email from the provider of the Data Room with instructions and necessary details to gain access to it. Access is granted within 1 (one) working day after receiving the data listed above.
Access to the Data Room will be closed to Participants who have not passed the second stage of the Bidding, after summing up the results of the first stage.
All questions and explanatory requests regarding the materials in the Data Room should be sent by e–mail to representatives of the independent consultant of the Sectorial Company – KPMG Tax and Advisory LLP: Aidyn Jaxybayev (ajaxybayev@kpmg.kz) and Zhanibek Tokanov (ztokanov@kpmg.kz).
Contact details of JSC “National Mining Company “Tau-Ken Samruk”:
e-mail: info@tks.kz
Phone number: +7 (7172) 55 9 090
Contacts of representatives of JSC “National Mining Company “Tau-Ken Samruk”:
Azat Alsenov, phone: +7 705 500 77 09, e-mail: a.alsenov@tks.kz
Assel Kydyrbekova, phone: +7 701 788 94 94, e-mail: a.kydyrbekova@tks.kz
