TENDER ANNOUNCEMENT

FROM THE REPUBLIC OF TURKEY PRIME MINISTRY PRIVATIZATION ADMINISTRATION

1.      The tenders will be realized separately for each Port by receiving the bids submitted in sealed envelopes and by using the bargaining method at the tender negotiations. If the Tender Committees deems necessary, the tender processes 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 processes for each Port will be carried out and finalized by using US Dollars.

3.    The tender amounts can be paid either in advance on the signing date of the “Concession Agreement Concerning The Transfer Of The Operation Right Of The TCDD Port Of Bandırma/Samsun For 36 Years” (the “Agreement”) or in installments. 

• In the case of payment in installments, at least 50% of the tender amount must be paid on the signing date of the Agreement.  At least 25% of the whole tender amount must be paid within one year after the signing date of the Agreement, at the latest.  The remaining amount must be paid within two 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 9% (nine percent) 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 or special financial institutions operating in Turkey determined by the Banking Regulation and Supervision Agency in accordance with the Turkish tender legislation, and 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, or 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 tenders.  Real persons can participate in the tender processes by joining a Joint Venture Group.

The legal entity or Joint Venture Group which has carried out the procedures specified in the Tender Specifications and which has obtained this Tender Announcement may submit its bids in the Tenders as a bidder.  However, provided that they inform the Administration, also the following legal entities can take part in the tender processes as bidders:

(i)         Another legal entity whose shares are fully owned by the legal entity which has obtained the Tender Specifications; or

(ii)        Another legal entity which owns all the shares of the legal entity which has obtained the Tender Specifications; or

(iii)       Another legal entity whose shares are fully owned by the legal entities specified above in Paragraph (ii).

The shareholding relationship between the legal entities described above may be direct or indirect.  The existence of any nominal shareholders does not impede the criterion of “owning all the shares”.  All the documents and records indicating that the conditions specified in this Article have been fulfilled must be submitted to the Administration.

Before submitting their bids, the legal entities which have obtained the Tender Specifications can notify the Administration that they have established a Joint Venture Group.

The legal entities taking part in the tender processes must have reached a minimum turnover of 15,000,000 (Fifteen million) US Dollars in 2006 and/or 2007, or must be managing a fund which must be worth at least 15,000,000 (Fifteen million) US Dollars, or must have net assets of at least 7,000,000 (Seven million) US Dollars, or their shareholder’s equity must amount to at least 5,000,000 (Five 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.

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

7.        The Tender Specifications, the Information Memorandum and First Draft of Agreement concerning each 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 10,000 New Turkish Liras has been deposited with the Privatization Incomes Account (New Turkish Lira account) numbered 387 75 661/ 5004 located at the Central Branch in Ankara of T.C. Ziraat Bankası (T.C. Ziraat Bankası Merkez Şubesi/ANKARA).  The said bank slip must clearly state the name of the Port that is the subject of the tender and 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 of the legal entity members of the Joint Venture Group obtains the Information Memorandum and the Tender Specifications.

The investors who have received the Tender Specifications and Information Memorandum will be entitled to enter the Data Site which contains the information regarding the Port. The investors, who request to enter the Data Site, should give the names and e-mail addresses of their representatives (maximum 10 people), who will use the Data Site in written, to the Administration at the latest 3 days before the Bidding Deadline For the Initial Bids. The Data Site will be open until the end of the office hours of the date of the Bidding Deadline for the Initial Bids.

The Data Site will be open for the use of the representatives at the latest within 2 workdays after the application for a password to the Administration.

8.   The negotiations between the Administration and the parties obtaining the Tender Specifications will continue until Friday, 28 March 2008.  The Administration will provide the parties obtaining the Tender Specifications with the final drafts of the Agreements on Tuesday, 08 April 2008.  After the aforementioned date, no amendments granting the parties new rights or putting them under new obligations will be made to the said final drafts of the Agreements. 

9.   The bids must be prepared by taking into consideration the terms and conditions specified in the Tender Specifications and the Information Memorandum and can be submitted to the Administration’s aforementioned address beginning from 08 April 2008, but must be submitted by hand latest by the end of the office hours, on Tuesday, 22 April 2008 which is the Bidding Deadline for the Initial Bids specified in the above chart.  Bids received by the Administration after the Bidding Deadline for the Initial Bids and after the indicated time will not be evaluated. A bidder may submit bids for both of the Ports provided that the bids are submitted separately for each Port.

10.  The granting of the operation right concerning the each Port which is the subject of each tender to legal entities which have their registered headquarters abroad, is subject to the Direct Foreign Investments Law numbered 4875 and also, to other relevant legislation.

11. 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.

REPUBLIC OF TURKEY

 Prime Ministry

Privatization Administration

Ziya Gökalp Caddesi No:80 Kurtuluş / ANKARA / TURKEY

Telephone: 90 312 430 45 60 Fax: 90 312 435 36 23

www.oib.gov.tr