___________________________________________________________________
REQUEST FOR PROPOSAL
Financial Advisory Services
Assistance in relation to find investor or group of investors to participate in
Capital Increase and Sale in ADRIA AIRWAYS TEHNIKA, vzdrževanje letal, d.d.
(ADRIA AIRWAYS TEHNIKA or company)
Involving
The Board of directors, led by Sergej Murgelj, Chief executive officer Maksimiljan
Pele and representatives of the owners of the of ADRIA AIRWAYS TEHNIKA (from
Zgornji Brnik, Slovenia), are planning to select a investor or group of investors to
invest in ADRIA AIRWAYS TEHNIKA. ADRIA AIRWAYS TEHNIKA is
an EASA Part-145 approved MRO for line and base maintenance of the Bombardier
CRJ100/200/700/900/1000 aircraft, as well as Airbus A320 family aircraft. It is an
EASA Part-147 approved training organisation for CRJ and A320 family aircraft.
Adria Airways Tehnika is a Bombardier Authorized Service Facility in Europe for the
CRJ family aircraft, a position held since 2002. In 2005, A320 series third-party
maintenance activities began, and 250 C checks have been performed for different
European operators since then. ADRIA AIRWAYS TEHNIKA is among most
experienced MRO for A320 series as it started its maintenance in 1989.
In 2012, the company had performed 250,000 man-hours for third-party base
maintenance, mainly for European CRJ and A320 operators. Since the start of thirdparty maintenance in 2002, Adria Airways Tehnika have performed checks on over
1,000 aircraft.
The Board of directors and the Chief executive officer together with the owners
(Shareholders) nominated the special Committee for selection of financial advisor in
the procedure of finding investor or group of investors to participate in capital
increase and/or Sale of ownership stakes in ADRIA AIRWAYS TEHNIKA. ADRIA
AIRWAYS TEHNIKA is owned by holding company PDP, Posebna družba za
podjetniško svetovanje, d. d., which holds 52.33% share of the company and
AERODROM LJUBLJANA, d. d., which holds 47.67% share of the company.
For that purpose the Committee, acting on behalf of ADRIA AIRWAYS TEHNIKA and
the shareholders, is issuing a tender to invited parties.
We are pleased to invite you to submit a proposal for assisting and advising both
ADRIA AIRWAYS TEHNIKA and the stakeholders in relation to find investor or group
of investors to participate in Capital Increase and Sale Transaction in ADRIA
AIRWAYS TEHNIKA. We enclose for your attention a Request for Proposal (“RFP”)
and would ask that your response be in the format outlined in the RFP.
Please forward this invitation to the person responsible for requested proposal.
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1.
Deadline for submitting proposals
Proposals must be completed and submitted by 08th November 2013 at 4:00 pm local
time.
2.
Purpose and role of the advisor
The advisor will advise company on the structure of the transaction and will be
responsible for preparing and organizing all aspects of competitive bidding process
for interested investors acting in the relevant industry and region, including advice on
the organization of the process (to be approved by the Company), assistance in the
negotiation with interested investor or group of investors, and the execution of the
transaction with a selected investor/s.
3.
Evaluation of proposals
Details as to how proposals will be evaluated are set out in the attached RFP. In
preparing your written presentation you are urged to focus on the topics laid out in
the RFP. Two copies of the presentation, consisting of not more than twenty (20)
standard-size pages, should be submitted, including any appendices you deem
necessary, including the proposed time schedule for the transactions.
Eligible advisors must have strong experience in the preparation and execution of
similar transactions investors from both companies from the relevant industry and
financial investors and must be able to field a team of experienced experts.
We also request that a draft mandate letter be enclosed with your submitted proposal.
The mandate should outline financial and other conditions applicable in the event of
your firm successfully winning the mandate.
This invitation to respond to the RFP has been sent to several advisory firms. The
Committee will evaluate the proposals on the basis of the submitted presentations.
The Committee will prepare a shortlist of candidates to be invited to make a
presentation prior to final selection of the advisor to the Committee and the
Supervisory Board.
4.
Confidentiality
All information contained in this letter and the accompanying RFP is strictly
confidential. None of the contents of this letter and RFP may be disclosed to any
person other than those officers and employees of your organization who need to
know such information for the purpose of preparing the proposal.
Recent financial reports of the ADRIA AIRWAYS TEHNIKA enclosed in appendix.
Other information on the ADRIA AIRWAYS TEHNIKA are and available on the
website http://www.adriatehnika.com/.
We kindly invite you to submit your proposal in a sealed envelope labeled “ADRIA
AIRWAYS TEHNIKA – DO NOT OPEN” to the following address:
___________________________________________________________________
ADRIA AIRWAYS TEHNIKA, d. d.
Mr. Maksimiljan Pele, Chief Executive Officer
Zgornji Brnik 130/H,
4210 Brnik - Aerodrom
Slovenia
The Committee will only evaluate proposals which have been delivered to the above
address not later than 08th November 2013 at 4:00 pm local time.
For any further information regarding the preparation of the RFP, please feel free to
contact:
Maksimiljan Pele
Chief Executive Officer
E-mail: [email protected]
Tel: +386 4 259 4257
Fax: +386 4 202 3071
All submitting organizations will be notified as to whether they have been short listed
by 15th November 2013 at the latest, with the final selection expected to be made by
29th November 2013.
The Committee reserves the right not to elect and engage any of the invited entities.
The costs and expenses of responding to this RFP are solely the responsibility of
each submitting organization.
Sergej Murgelj, President of The Board of Directors
Maksimiljan Pele, Chief Executive Officer
Enclosed: RFP
___________________________________________________________________
REQUEST FOR PROPOSAL (RFP)
Financial Advisor for a Capital Increase and sale Transaction
Involving
ADRIA AIRWAYS TEHNIKA, vzdrževanje letal, d.d.
(ADRIA AIRWAYS TEHNIKA or company)
The Committee, nominated for finding the investor or group of investors for ADRIA
AIRWAYS TEHNIKA, is requesting proposals from eligible advisors to undertake the
responsibilities stated herein. Two copies of your proposal are to be delivered to the
following address no later than 08th November 2013 at 4:00 pm local time.
We kindly invite you to submit your proposal in a sealed envelope labeled “ADRIA
AIRWAYS TEHNIKA – DO NOT OPEN” to the following address:
ADRIA AIRWAYS TEHNIKA, d. d.
Mr. Maksimiljan Pele, Chief Executive Officer
Zgornji Brnik 130/H,
4210 Brnik - Aerodrom
Slovenia
Background
The Board of Directors of the ADRIA AIRWAYS TEHNIKA and 100% of shareholders
agreed to initiate the process of search and selection of an investor or group of
investors for ADRIA AIRWAYS TEHNIKA through capital increase and sale of
ownership stakes of ADRIA AIRWAYS TEHNIKA, which would allow the investor to
gain controlling stake in the company. In this process, the Company and the
Stakeholders are seeking the assistance of an experienced advisor to act as lead
advisor on this transaction.
By selecting an investor or group of investors for ADRIA AIRWAYS TEHNIKA the
Board of Directors and the Shareholders are seeking to fulfill the following key
transaction objectives:
Raising at least 3.400.000 EUR of new capital and/of long term financing in
order to improve financial condition and investment potential to invest in
current or new business opportunities;
maximizing the purchase price per stake;
preserving operations in Slovenia and in the present locations;
increasing the investment potential through investor;
improving the company’s credit rating in order to finance the further
development of the company
The investor or group of investors, who intends to take part in the capital increase,
shall be bound to act in line with provisions of the Antitrust legislation and receive
approval of Slovenian and all other applicable Antitrust agencies.
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The process of selecting investor or group of investors for the ADRIA AIRWAYS
TEHNIKA should be competitive and efficient, resulting in selection of the most
appropriate investor. It is anticipated that the transaction is closed by the end of first
quarter 2014, the latest.
Recent financial reports of the ADRIA AIRWAYS TEHNIKA enclosed in appendix.
Other information on the ADRIA AIRWAYS TEHNIKA are and available on the
website http://www.adriatehnika.com/.
The Committee will select institution to act as financial advisor on the basis of the
selection process outlined in this RFP.
Evaluation and information
Enquiries regarding this RFP may be directed to:
Maksimiljan Pele
Chief Executive Officer
Any direct communications concerning this transaction with officials in the ADRIA
AIRWAYS TEHNIKA or its shareholders, other than the above contact person, will be
cause for disqualification. If an enquiry raises an item of general interest, the subject
and the response may be disseminated to all entities invited to submit proposals.
Enquiries are welcome from now until 08th November 2013. Thereafter, the
Committee’s members will initiate all contacts. Any other form of contact may result
in your organization’s disqualification from participation in the proposed transaction.
The Committee seeks written proposals organized according to the framework laid
out in this RFP. Several advisory firms (“Proposing Organizations”) have been invited
to make such proposals. The Committee will evaluate each submission and prepare
a shortlist of candidates. The Committee may decide to invite the short listed
candidates to make a presentation. The final selection will be announced by 29th
November 2013 at the latest.
It is required that a draft mandate letter be enclosed with your proposal. The letter
should outline financial and other conditions applicable in the event of your firm
successfully winning the mandate.
Selection criteria
The Committee will broadly evaluate each written proposal according to the following
criteria:
•
The Proposing Organization’s ability to advise on the structure of the
transaction and to assist the company and stakeholders in achieving its
transaction objectives. This assessment also includes an evaluation of the
capabilities of the personnel assigned to each aspect of this assignment.
•
The Proposing Organization’s understanding of the key issues relative to the
proposed transaction. The Committee will evaluate recommendations set
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forth in the written proposals, particularly in light of their relevance to promote
a competitive biding process.
•
The “all-in” cost of the proposal. This will include all expenses, including any
possible sub-contracting expenses. While it is acceptable to include estimates
for these amounts for the purpose of the written proposals, it is the
Committee’s intention to negotiate final figures for all transaction-related costs
before awarding a mandate.
•
The range of services that each Proposing Organization will provide as part of
its lead advisory assignment.
•
The planed time schedule for execution of all steps of the capital increase and
sale process
•
Compliance with the terms and conditions of this RFP, and the quality of the
written proposal.
More specifically, the Commission will evaluate each proposal according to seven [7]
different categories, as follows:
1.
Past experience in similar processes, particularly in the same or similar
industry ADRIA AIRWAYS TEHNIKA is operating in and to similar investor
groups
2.
A working team with detailed reference to the experience of its members in
similar transactions, as well as the degree of commitment of each member of
the team.
3.
Fees to be charged inclusive of all expenses.
4.
Experience in the structuring and execution of similar transactions involving
the co-ordination of interested buyers, ensuring level playing field.
5.
An overall assessment of the transaction outlined above.
6.
Potential conflicts of interest your institution may incur.
7.
References of the team and the organization.
The selection categories are not necessarily stated in order of priority.
Format of written proposals
The information requested should be presented in accordance with the format
outlined below. We ask that your organization’s proposal contain no more than
twenty pages (the “brevity constraint”), including necessary appendices where
relevant, and desire your complete and candid response. If there are explicit
expectations or implicit assumptions in the RFP that are unrealistic, please provide
information to clarify the problem for the Committee.
1.
Past experience and references
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(a)
Provide a summary of similar transactions in which your organization acted as
financial advisor. The relevant period for this information is from 2009 to date.
(b)
If appropriate, provide a brief narrative of problems relevant to the companies
from the relevant industry which were identified and solved in any of these
transactions.
(c)
Respond to the information in point 1(a) above for the companies from the
relevant industry from countries which are comparable in terms of economic
history and development. Within the brevity constraint, discuss the lessons
learned from these transactions and how they may be relevant to the ADRIA
AIRWAYS TEHNIKA.
2.
Team organization
(a)
State the name of your organization and the address, telephone and fax
numbers of the office providing the proposal. Also state the name, address,
telephone and fax numbers and e-mail address of the person responsible for
this proposal.
(b)
Indicate the structure of the team designated by your organization to work on
this assignment, including brief résumés of key team members and the nature
of their involvement. Also supply their contact details.
3.
Transaction capabilities
(a)
Discuss your firm or institution's capabilities in the structuring, organization
and execution of transactions, including the co-ordination of several
interested potential investors or group of investors.
4.
Assessment of the transaction
(a)
An overall assessment of the intended transaction is expected. Provide your
recommendations for the transaction structure in relation to the objectives of
the shareholders. Within the brevity constraint, outline key alternatives.
5.
Expenses
(a)
The Committee requires detailed estimates of all expenses. Such estimates
should include costs related to possible sub-contracting arrangements,
investor presentations and out-of-pocket expenses. ADRIA AIRWAYS
TEHNIKA plans to execute a “Mandate Letter” with the financial advisor that
clearly outlines each party’s responsibility for the various transaction costs.
Proposals should be submitted in English or Slovene language.