All privatization objects are divided into small-scale and large-scale privatization objects. Objects of small-scale privatization include not only state-owned enterprises and stakes but also objects of unfinished construction and socio-cultural purposes, separate movable and immovable property, the value of which does not exceed UAH 250 million. Such objects can be sold exclusively through the government’s electronic trading system ProZorro.Sale. If the cost of the object is higher than UAH 250 million – these are large-scale privatization objects. The sale process of such enterprises involves investment advisers, who gather all the necessary information, prepare the object for privatization, and look for potential investors.
How to buy a large-scale privatization object?
Each large-scale privatization object must have an advisor who collects and analyzes the economic, technical, and financial data of an enterprise provides an audit, prepares a financial model, a business plan, and seeks investors. Usually, large consulting, auditing and investment companies become advisors. Accordingly, the easiest solution for an investor is to contact an advisor who has complete information about the company and fully accompanies potential buyers.
How to buy a small-scale privatization object?
All small-scale privatization objects are sold exclusively through ProZorro.Sale auctions. This system is based on the principles of full transparency – publication of lists of objects, the announcement of conditions, holding auctions and determination of winners – all this is done publicly and openly to completely avoid corruption.
7 simple steps to participate in an auction and become an owner of a small-scale privatization object:
- See the list of all objects on the page “Small-scale privatization” of this website, on ProZorro.Sale website or on website of any electronic marketplace that works with ProZorro.Sale and is authorized to participate in sale of small-scale privatization objects.
- Choose an object, study information, and the terms of its sale.
- Register on any of dozens authorized marketplaces connected to the system – bidding information is identical on all marketplaces.
- Apply for participation in an auction through a personal account on marketplace site:
– Upload the necessary documents specified in the requirements for participants.
– Pay guarantee and registration fees.
– Submit a price offer for an auction.
- Take part in an auction and win.
- Pass the qualification:
– Until the end of an auction, the organizer does not interact with a buyer and does not know who is participating in an auction.
– Participant’s documents are checked after an auction.
– Provide additional documents to the organizer (if necessary) to confirm the status of the winner.
– Sign an auction protocol.
- Sign a purchase agreement, pay the value of an object and you are the new owner of an object.
Samples of draft sales contacts can be downloaded here
How to get more information about an object? How virtual data rooms work?
Information on privatization objects is posted on this website, on the official website of the Fund and on ProZorro.Sale website. The Fund also provides access to virtual data rooms (VDRs) for most privatization objects, which typically include available organizational, operational, financial, employment documents, contracts, licences. etc. The main purpose of such disclosure is to simplify access to information, remove corruption in its receipt, and increase the transparency of privatization process.
All available documents on objects are placed in virtual data rooms:
For separate property: http://vdr.spfu.gov.ua/. Access to data on separate property involves simple registration using e-mail.
For enterprises: https://investroom.spfu.gov.ua/. Access involves one-time signing of a non-disclosure agreement (NDA) for access to data on all privatization objects. These are the steps for process of signing NDA:
1) Download and fill in the Application form (it is obligatory to indicate e-mail, phone, and postal address) and the Agreement on non-disclosure of confidential information by a potential buyer (3 copies). Download here.
Copies of the following documents must be attached to the Application and Agreement:
- for potential buyer – private individual: a copy of a passport or another identity document. Copies must be certified by a signature indicating the surname and initials, the phrase “According to the original”, as well as the date.
- for potential buyer – legal entity: a copy of the extract from the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Associations (EDR) or an extract from the trade, banking, court register (for a non-resident legal entity); a copy of the order of appointment, power of attorney or other document certifying the authority of the head (representative) of the legal entity, who signed the application, as well as a copy of passport or another identity document of such head (representative). Copies must be certified by the signature of the head (authorized representative) indicating his name and initials, with the phrase “According to the original”, the date of certification, as well as the seal of the legal entity (if there is any). Documents issued in accordance with the legislation of a foreign state must be legalized (consular legalization or apostille) in the prescribed manner unless otherwise provided by international treaties.
2) Send the completed Application and Agreement along with other documents by mail to the privatization institution address or deliver it in person. For example: if the privatization institution for an object is SPFU Central Office, documents should be sent to the State Property Fund of Ukraine (Privatization Department): 18/9 Generala Almazova St., Kyiv, Ukraine 01133. Tel.: +38 (044) 200-33-09, 200-30-27.
3) After concluding the Agreement, an invitation to the VDR will be sent by e-mail.
4) One copy of the Agreement will be sent to the postal address of a potential buyer.
It is also possible to obtain such access, after signing NDA, directly in premises of a privatization institution.
The access to the information for both VDRs is being opened for all interested parties simultaneously and after an announcement of an auction. From this date there are 20 to 35 days till the date of an auction.
Each privatization object has a contact person responsible for preparing an object for privatization, as well as a person responsible for a in-site access to an object and a schedule of such access. This information about is listed on a page of each object.
If you have any questions about privatization process, an object or need an access to data rooms, please write to firstname.lastname@example.org, leave questions in Q&A section of object’s page, or call Fund’s contact center 0-800-50-56-46.
Frequently Asked Questions
Where can I find out more information about participation in an auction?
You can contact any of authorized marketplaces for information and advice. They provide participation in auctions. Important information on small-scale privatization is published on the Fund’s official website and Facebook page, as well as on ProZorro.Sale website.
How to choose a marketplace for participation in the auction?
Information about an announced auction is identical at all marketplaces. Choose a marketplace for your ease of use and quality of service.
What is the cost of marketplace services?
The same tariffs for participation in an auction are established for all marketplaces. It depends on a cost of an object and ranges from 1% to 3% for small-scale privatization.
Who can participate in privatization?
The privatization process is open to any company (regardless of residency) that meets transparency criteria (Ultimate Beneficial Owners (UBOs) are duly identified), except for those blacklisted by Financial Action Task Force (FATF) or located offshore. Special restrictions apply to entities with Russian roots and under sanctions of Ukraine, as well as the bidders with bad history in earlier privatizations (More – in Article 8 of the Law “On privatization of state and communal property”).
Can a newly created company participate in an auction?
One of the mandatory documents for a winner’s qualification is the availability of financial statements for a last quarter or an year. As the practice shows, newly established companies may not always have the appropriate documents (Article 14 of the Law “On privatization of state and communal property”).
Are the guarantee and registration fees refundable?
A guarantee fee will be refunded if you lose in an auction, and if you win it will be taken into account as part of a payment. A registration fee is non-refundable.
How is a winner determined?
In all types of auction (both English and Dutch), a winner is the bidder who made the highest bid during the bidding.
What is an English auction?
An English auction is a typical auction for price increase. English auction in ProZorro.Sale system consists of 3 rounds, where each participant has an opportunity to increase previous bid, and 3 minutes is given for the decision-making to each participant. The peculiarity of this auction is that the participant who set the highest price goes last and sees all competitors’ bids.
What is a Dutch auction?
A Dutch auction is an auction where a starting price of an asset at first declines (usually this type of an auction is determined for assets which price is difficult to estimate) until one of the bidders is willing to buy an asset at that price. Then the price at which the decline was stopped is considered the starting price, and all participants have an opportunity to compete for the asset in 1 round.
How long does 1 round of an auction last?
Each bidder has 3 minutes to bid, so the duration of 1 round of an auction will depend on the number of participants.
What happens if an auction does not take place?
The law provides a model of three consecutive auctions only if the previous one did not take place – there was not even 1 application for participation.
- English auction to raise prices. The starting price is 100%.
- English auction to raise prices. Starting price – 50% (from the initial).
- Dutch auction to reduce the price. Starting price – 50% (from the initial).
What happens if there is only 1 application for participation in an auction?
In this case, 1 bidder who submitted this application will win the privatization auction.
Why do you need an auction protocol?
An auction protocol records all important details of an auction, in particular, lists all participants, names the organizer, includes payment details. The protocol also indicates the final value of the asset and prescribes all additional payments with certain amounts for the winner .
Can a bidder refuse to buy an asset after winning an auction?
Yes, but his guarantee fee will not be refunded.
How much time does a winner have to sign a protocol after the end of the bidding?
A winner of the bidding has 4 working days from the date of an auction to sign a protocol (Paragraph 49 of the Resolution of the Cabinet of Ministers #432)
How much time does a winner have to sign a purchase agreement?
The winner has 30 days to sign a purchase agreement with a privatization institution (Paragraph 64 of the Resolution of the Cabinet of Ministers #432)
Is there a penalty for late payment under a purchase agreement?
If a winner does not pay within 30 days, he will be charged a penalty in accordance with the terms of the purchase agreement. In this case, the winner may pay for an asset together with the penalty and become its new owner. However, non-payment within 60 days from the date of purchase agreement conclusion is the basis for agreement termination (Article 24 of the Law “On privatization of state and communal property”)
Are there any currency restrictions?
Currency transactions on purchase of privatization objects are treated as investment from the FX perspective. The national regulator – the National Bank of Ukraine has recently removed all the notable restrictions making the regime the most liberalized and investor-friendly. Investment funds can be freely transferred to Ukraine from investors’ foreign accounts or accounts opened with the Ukrainian banks. With the new anti-money laundering rules effective from April 28, 2020, any currency transactions exceeding the ceiling of UAH 400,000 fall under financial monitoring. It is recommended to consult with your bank beforehand.
In which cases a privatization institution does not approve an auction protocol or does not sign the purchase agreement?
If a potential buyer does not meet the requirements of Article 8 “On privatization of state and communal property”, did not submit necessary documents or information, the mandatory submission of which is stated in part seven of Article 14 of the Law, or provided false information.
In which cases it is necessary to obtain a permission of the Antimonopoly Committee of Ukraine?
In cases provided for by the legislation on protection of economic competition, the buyer is obliged to obtain approval from the Antimonopoly Committee of Ukraine to directly or indirectly acquire shares in the amount that ensures the achievement or excess of 25 or 50 percent of votes in the supreme governing institution of the relevant entity, as well as assets in the form of a single property complex or structural unit of a business entity. Concentration may be carried out only with the prior approval of the AMCU or the administrative board of the AMCU in cases of exceeding the thresholds set out in Article 24 of the Law on Concentration. The approval can be obtained after completion of the bidding process, but before title (lease or ownership) to the privatized object is transferred to the acquirer. Please refer to the AMCU’s website www.amcu.gov.ua for further details.
What financial statements should be submitted by a company to participate in an auction?
The application for participation should be accompanied by an annual or quarterly financial statements. Forms of such statements must be registered by the relevant authority and indicated in the receipt of acceptance. Lack of financial statements with the relevant receipt of its acceptance is the basis for the privatization body not to approve an auction protocol or not to sign a purchase agreement.