PART - III - Udyog Bandhu

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List of Annexure1.2.3.4.5.6.7.8.Agreement for Advisory ServicesGuidelines for Advisors and BiddersExpression of InterestStatement of legal capacityRequest for QualificationQualification for BiddersValuation MethodologiesSalient Points about Disinvestment112
Annexure-IAgreement For Advisory ServicesTHIS AGREEMENT is made (on this day of ____________, 2002) BY AND BETWEENTHE HON'BLE GOVERNOR OF UTTAR PRADESH acting through the Secretary,Administrative Department of PSU concerned, Government of Uttar Pradesh (hereinafterreferred to as “GoUP”, which expression shall mean and include its successors and assigns) ofthe ONE <strong>PART</strong> and (ADVISOR NAME--------------------), a company incorporated under theCompanies Act, 1956 and registered as a Category I Merchant Banker with the Securities andExchange Board of India, having its registered office at (ADDRESS OF ADVISOR--------------------------------) (hereinafter referred to as “(ADVISOR NAME)” which expression shallmean and include its successors and permitted assigns and liquidators) acting through Shri ----------------, Director & Head of Corporate Finance & Advisory and Shri ---------, AssociateDirector duly appointed and authorised on its behalf of the OTHER <strong>PART</strong>.WHEREASA) (CO. NAME-----------------) (hereinafter referred to as “(CO. NAME)” or the“Company”) is a public sector company, controlled by the Government of India and ispredominantly a (NATURE AND DESCRIPTION OF BUSINESS------------------------------------------------);B) Government of Uttar Pradesh wishes to identify and conclude a contract with anappropriate strategic partner (hereinafter referred to as “Strategic Partner”) involvingdisinvestment of ------% (out of -----%) of the paid-up equity of (CO. NAME) held byGoUP at the best possible price;C) (ADVISOR NAME) submitted an Expression of Interest dated -----------------------------toDirector (Finance) (CO. NAME---------------------place) in accordance with the instructionsas contained in the advertisement dated ----------------------------------------issued by theGovernment of Uttar PradeshD) Further to the Expression of Interest, (ADVISOR NAME) made presentations to the InterMinisterial Group (hereinafter referred to as “IMG”) constituted by the Government ofUttar Pradesh to appoint the advisor and submitted a fee bid by letter dated ------------------------------------ addressed to the Director (Finance), (CO. NAME) Co. Limited proposing afee structure for (ADVISOR NAME) to act as advisor;E) Pursuant to the fee bid made by (ADVISOR NAME) and other investment bankers, theGoUP appointed (ADVISOR NAME) as advisor in relation to the Transaction (as definedin Recital F below) and communicated its decision to (ADVISOR NAME) by letter dated ------------------------------------------ as issued by the Ministry of Disinvestment and theParties are desirous of recording the detailed terms of the appointment of (ADVISORNAME) as advisor.F) It is considered appropriate and desirable by the Parties hereto to formalise the terms onwhich (ADVISOR NAME) has been engaged as the exclusive advisor (the“Engagement”) in relation to the proposed sale by the Hon'ble Governor, Uttar Pradesh,acting through Secretary, Administrative Department of PSU concerned, Government ofUttar Pradesh, of -------% shareholding along with management control (the “Stake”) to aStrategic Partner in (CO. NAME) Co. Limited (the “Transaction”).113
Page 2: Executive Summary1. The procedure t
Page 6 and 7: Disinvestment - Process Flow ChartD
Page 9 and 10: 2. The Core Group Committee of Secr
Page 11 and 12: Legal advisors examine the followin
Page 13 and 14: CHAPTER - IIVARIOUS METHODOLOGIES F
Page 16 and 17: - Ensures broad based shareholding-
Page 18 and 19: - Enhances visibilityDisadvantages-
Page 20 and 21: Regulation: RBI restrictions on ban
Page 22 and 23: - Low cost of transaction- Relative
Page 24 and 25: CHAPTER - IIISTRATEGIC SALEThe vari
Page 26 and 27: 3. Management Organizationi) An ove
Page 28 and 29: i) Draft Share Purchase Agreement;i
Page 30 and 31: pertaining to employer - employee r
Page 32 and 33: 4. Management of the company: It de
Page 34 and 35: o List of all employees indicating
Page 36 and 37: 3.2.8 Submission of final bidDetail
Page 39 and 40: know what bid the others have submi
Page 41 and 42: Similarly if the closing date debt
Page 43 and 44: CHAPTER -IVVALUATIONIn any sale pro
Page 45 and 46: SECTION 9-ANOTICE OF CHANGENo emplo
Page 47 and 48: 3. Where an application has been ma
Page 49: Substantive Clauses:Notwithstanding
Page 53 and 54: NAME) will be paid a drop-dead fee
Page 55 and 56: a) The conflicts of interest and in
Page 57 and 58: 13. Governing LawThis Agreement sha
Page 59 and 60: ii Notwithstanding the foregoing, t
Page 61 and 62: Annexure-IIGuidelines for Advisors
Page 63 and 64: Annexure-IIIEXPRESSION OF INTEREST(
Page 65 and 66: Annexure-IVStatement Of Legal Capac
Page 67 and 68: 10. Salient features of financial p
Page 69 and 70: qualifying minimum networth criteri
Page 71 and 72: stage of submission of Expression o
Page 73 and 74: 9. Additional Information9.1 Govern
Page 75 and 76: Annexure - VIIVALUATION METHODOLOGI
Page 77 and 78: c) Transaction Multiple Method.d) A
Page 79 and 80: Equity Risk Premium = Beta * (Marke
Page 81 and 82: Terminal Value =105 * (1 + 0.05) /
Page 83 and 84: It was also recognized that valuati
Page 85 and 86: 2.4 Asset Valuation MethodologyThe
Page 87 and 88: It should be noted that the DCF met
Page 89: 6 - Disqualification of a bidder by

PART - III - Udyog Bandhu

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