The Republic of Turkey Prime Ministry Privatization Administration (the “Administration”) will award a tender concerning the privatization of the Cruise Port of Izmir (the “Port”) belonging to the Turkish State Railroad Administration (the “TCDD”) by “granting an operation right” for the duration of 46 years

1.      The tender will be realized by receiving the bids submitted in sealed envelopes and by using the bargaining method at the tender negotiations.  If the Tender Committee deems necessary, the tender process may be finalized through a public auction attended by the bidders with whom the negotiations are continuing.

2.      The bids must be submitted in US Dollars and the tender process will be carried out and finalized by using US Dollars.

3.    The tender amount can be paid either in advance on the signing date of the “Concession Agreement Concerning The Transfer Of The Operation Right Of The TCDD Cruise Port Of Izmir For 46 Years” (the “Agreement”) or in installments. 

• In the case of payment in installments, at least 20% of the tender amount must be paid on the signing date of the Agreement.  At least 20% of the whole tender amount must be paid latest within 1 (one) year after the signing date of the Agreement, at least 20% of the whole tender amount must be paid within 2 (two) years after the signing date of the Agreement, at least 20% of the whole tender amount must be paid latest within 3(three) year after the signing date of the Agreement. The remaining amount must be paid within 4 (four) years after the signing date of the Agreement, at the latest.  The amount of the bid which will be paid in installments will be subject to an annual interest rate of Libor+2,5 of simple interest beginning from the signing date of the Agreement and which must be paid at the same date with the principal amount.

4.    Acceptable forms of guarantee are as follows:

a) US Dollars, or

b) An irrevocable, unconditional and indefinite provisional letter of guarantee which must be paid upon the first request and which must be received from the authorized banks and/or participation banks operating in Turkey determined by the Banking Regulation and Supervision Agency which is acceptable to the Administration, and which is issued in favor of the Administration, and which clearly specifies the reason for issuing such letter of guarantee (letters of guarantee submitted by a Joint Venture Group must be issued in the name of the representative(s) of such Joint Venture Group), or

c) State Bonds, Treasury Bonds which can be used as a guarantee, or Bonds secured by the Treasury,

5.        Turkish and foreign legal entities and Joint Venture Groups can take part in the tender.  However, provisions regarding Trading Within Ports and Territorial Waters dated 1926 numbered 815. Real persons can participate in the tender process by joining a Joint Venture Group.  A Joint Venture Group cannot consist only of real persons. 

6.        Both the Tender Specifications and the Tender Documents must be obtained in order to be entitled to take part in the tender process.  The amount received by the Administration in return for the Tender Documents and the Tender Specifications will not be returned under any circumstances whatsoever

The principle is that the legal entity or the Joint Venture Group (of which the legal entity is a partner) which has carried out the procedures specified in the Tender Announcement and which has obtained the Tender Specifications Document may submit its bids in the tender as a bidder.  However, provided that the required information and documents are submitted to the Administration, other legal entities (group companies) which are controlled by or which control the legal entity which has obtained this Tender Specifications, or other legal entities (group companies) which are jointly controlled by the legal entity which has obtained this Tender Specifications Document may participate in the tender as bidder.

7.        The legal entities taking part in the tender process must have reached a minimum turnover of 100,000,000 (Hundred million) US Dollars in 2011, or must be managing a fund which must be worth at least 100,000,000 (Hundred million)  US Dollars, or must have net assets of at least 50,000,000 (Fifty million) US Dollars, or their shareholder’s equity must amount to at least 50,000,000 (Fifty million) US Dollars.  If the legal entities in question are bidding as a Joint Venture Group, at least one of the members of such Joint Venture Group must fulfill the financial criteria specified in this Paragraph and the share of this member in the Joint Venture Group must be at least 30%.

8.        The following real or legal persons cannot directly or indirectly participate in the tender as bidder and/or advisor or representative of the bidder:

(i)        Persons listed in Article 7 of the Law 4046 and who are appointed by the Administration under any circumstances,

(ii)      Advisors who participated in any stage of any transaction regarding the practices of the privatization subject to the tender under any circumstance,

(iii)    Spouses and children of the persons mentioned in (i) and (ii),

(iv)    Corporations of which the above mentioned persons are shareholder or manager (except the corporations at which these persons are not charged in the company management and which such persons hold shares less than 10% of the company’s share capital),

(v)      Real or legal persons that have been temporarily or permanently banned from taking part in public tenders in accordance with the provisions of the relevant legislation and persons who are found guilty of any crime stated in the Anti-Terror Law numbered 3713 and any crime listed in the Law on Fight Against Crime Syndicates with Purpose of Generating Monetary Profit numbered 4422,

(vi)    Real or legal persons who are found guilty of crime of Bribing to Foreign Public Officers within the framework of the Convention on Combating Bribery issued by OECD. 

9.        The Tender Specifications and Tender Documents concerning the Port can be obtained the Administration’s below specified address in return for a receipt certificate and by submitting a bank slip indicating that an amount of 15,000 Turkish Liras has been deposited with the Privatization Incomes Account (Turkish Lira account) numbered TR25 0001 2009 4520 0083 0000 06 at the Central Branch in Ankara of T. Halkbankası A.Ş. ANKARA Institutional Branch (T. Halkbankası A.Ş. ANKARA Kurumsal Şubesi).  The said bank slip must clearly state the name of the port in question, the name of the legal entity or the Joint Venture Group wishing to take part in the tender process.  It will be sufficient if only one legal entity members of the Joint Venture Group obtains the Information Memorandum and the Tender Specifications.

10. The bids must be prepared by taking into consideration the terms and conditions specified in the Tender Specifications can be submitted to the Administration’s aforementioned address by hand no later than 07/09/2012 at 17:00. Bids delivered to the Administration after the indicated time and date at above will not be taken into consideration.

11. The granting of the operation right concerning the Port to the parties domiciled abroad is subject to the Direct Foreign Investments Law numbered 4875 and also, to the other relevant legislation.

12. Privatization procedures and transactions are not subject to the State Tender Law numbered 2886 and thus, the Administration is free to carry out or not to carry out the tender, to extend the bidding period and to award the tender to whomever it wishes.

13. All other matters related to the tender are included in the Tender Specifications Document concerning the TCDD Izmir Cruise Port.

REPUBLIC OF TURKEY

 Prime Ministry

Privatization Administration

Ziya Gökalp Caddesi No: 80 Kurtuluş / ANKARA / TURKEY

Telephone: 90 312 585 80 80 Fax: 90 312 585 83 07

www.oib.gov.tr