Annex ___
to the decision of the Board of Directors of
“Samruk-Kazyna” JSC
#110 dated May 28, 2014
Policy
of assets and objects restructuring by Joint-Stock Company “Sovereign
Wealth Fund “Samruk-Kazyna” and organizations at least fifty percent of
voting shares (equity interest) of which is directly or indirectly owned by
“Samruk-Kazyna” JSC on the right of property or trust management
(WITH AMENDMENTS MADE BY DECISION OF THE IN-PRESENCE
MEETING OF THE BOARD OF DIRECTORS OF SOVEREIGN WEALTH
FUND “SAMRUK – KAZYNA” JSC #120 DATED JUNE 19, 2015)
Astana, 2014
1. General provisions
1.1. Policy of assets and objects restructuring by Joint-Stock Company
Sovereign Wealth Fund “Samruk-Kazyna” and organizations at least fifty percent
of voting shares (equity interest) of which is directly or indirectly owned by
“Samruk-Kazyna” JSC on the right of property or trust management (hereinafter –
the Policy) is developed under implementation of the Message of the President of
the Republic of Kazakhstan Nazarbayev N.A. to the people of Kazakhstan
“Kazakh way – 2050: Common goal, common interests and a common future”, the
Decree of the Government of the Republic of Kazakhstan #280 dated March 31,
2014 “On approval of the complex plan of privatization for 2014 – 2016”, the
Development Strategy of Joint-Stock Company “Sovereign Wealth Fund “SamrukKazyna” for 2012-2022, approved by the Decree of the Government of the
Republic of Kazakhstan #1202 dated September 14, 2012, internal documents of
“Samruk-Kazyna” JSC (hereinafter – the Fund) and determines the goals, tasks,
principles and common approaches to the issues of restructuring of assets and
objects of “Samruk-Kazyna” JSC and organizations at least fifty percent of voting
shares (equity interest) of which is directly or indirectly owned by the Fund
(hereinafter – the Companies).
1.2. Goals and tasks of assets and objects restructuring.
1.2.1. The goal of assets and objects restructuring is creation of an effective
assets and objects structure, which ensures achievement of the strategic goals of
the Fund and Companies.
1.2.2. Objectives of the restructuring are as follows:
1) Increase in operating performance of the Company;
2) Attraction of a long-term capital to develop the Company;
3) Increase in competitiveness, market price and profitability of the Company;
4) Creating terms for investment activity of the Company;
5) Concentration of the resources in core assets and objects;
6) Optimization of the core assets and objects structure and support and core
assets and objects;
7) Acquisition of the core assets and objects, which ensure value-added and
achievement of the strategic goals;
8) Development of private initiative and decrease in state participation in the
economy of the Republic of Kazakhstan, including development of Small and
Medium Enterprise;
9) Increase in value-added as a result of assets and objects restructuring;
10) Obtaining access to the market outlets, attracting advanced technologies
to the industrial and managerial processes of the Companies through participation
of qualified strategic investors in their capital;
11) Taking measures to ensure national security in assets and objects
restructuring that are strategic objects of the Republic of Kazakhstan;
12) Transfer of assets and objects to the competitive environment –
enterprises implementing functions foreign to the Fund / Company.
1.2.3. In adjusting structure of assets and objects of the Fund and
Company, minimization of diversion of resources of the Company (human and
financial) from core operating activity in short- and medium term perspective the
Companies ensure realization of assets and/or objects by means of their sale to the
competitive environment, transfer to the local executive bodies, adjustment of the
types of activity or integration in the other companies.
To increase the value, the pre-sale preparation and further successful
realization the Fund may transfer assets or objects to the management of the
service organization (investor / management company) on the terms of coinvestment through establishment of a Mutual fund to the share capital of which
the Fund makes equity interest in the assets or facilities while the investor /
management company contributes money.
Organizations of the Holding authorized by the relevant decision of the
Management Board of the Fund may also act as the management companies.
The ultimate goal of attracting an investor and / or the management
company to manage asset or object is to increase the value of the asset or facility
by improving the quality of management and organization of the sales process, as
well as to maximize profits from the sale of an asset or object.
1.2.4. The process of assets and objects realization will be implemented in
compliance with the Unified Rules of assets and objects realization by Joint-Stock
Company “Sovereign Wealth Fund “Samruk-Kazyna” and organizations at least
fifty percent of voting shares (equity interest) of which is directly or indirectly
owned by “Samruk-Kazyna” JSC on the right of property or trust management
(hereinafter – the Unified Rules), approved by the Board of Directors of the Fund.
2. Principles of assets and objects restructuring:
2.1. Legality of realization of assets and objects owned by the Fund /
Companies;
2.2 economic feasibility of events held;
2.3. transparency of events held;
2.4. maximum and effective use of released resources.
3. Methods and approaches applied to assets and objects restructuring:
3.1 Creating / acquiring assets and objects are implemented in order to
strengthen and further develop strategically significant directions of the activity of
the Fund / Company.
3.2 Creating / acquiring assets and objects are performed given the
documents of the Fund / Company, regulating order of creating new legal entities
and acquisition of the stock of shares / equity in the authorized capital of legal
entities, as well as taking into account the following provisions
- In taking decision on acquisition of an asset and object the Fund /
Company along with evaluation analyzes the potential of value-added growth,
system of corporate governance, limits and “barriers” in withdrawing from
business, to which the Fund / Company will be involved in acquiring assets and
objects;
- Decisions on creating / acquiring assets are taken by the Fund / Companies
taking into account priority directions of the investment policy stated in the
Development Strategy of Joint-Stock Company “Sovereign Wealth Fund “SamrukKazyna” for 2012-2022;
- Decisions on creating / acquiring assets and objects are taken by the
Companies taking into account internal documents of the Company.
3.3. Reorganization of the asset and object through amalgamation, merger,
separation, demerger, transformation of legal entities entering the group of the
Fund / Company is implemented in order to achieve a synergetic effect from
participation in the assets and objects, except for duplication of the functions of the
organizations entering the group of the Fund / Company.
3.4 . Realization of full or part of the stock of shares / equity in the legal
entity, other assets and objects of the Fund / Company is implemented observing
the following terms:
 Assets and object holding for the Fund / Company does not comply with
the strategic goals of the Fund / Company and/or there are risks significant for the
Fund / Company, connected with assets and/or objects holding, and/or asset or
object is non-core and/or there are more attractive objects of investing complying
with the profile of activity of the Fund / Company from economic point of view.
 The Fund / Company pays relevant attention to the pre-sale preparation
of the asset and object in order to obtain maximum income from realization of
asset and object.
4. Assets and objects restructuring process
4.1 First stage.
4.1.1
Determination of the list of assets and objects subject to full or
partial realization to the competitive environment in compliance with the Decree of
the Government of the Republic of Kazakhstan #280 dated March 31, 2014 “On
approval of the Complex plan of privatization for 2014 – 2016”;
4.1.2 determination of the bidding process organizer, term and method of
the assets and facility realization to the competitive environment;
4.1.3 determination of the schedule-plan of the assets and facility
realization (if necessary).
4.1.4 Ensuring timely adoption of the documents, regulating the assets and
objects restructuring process and/or introduction of the amendments and
supplements to them by the authorized bodies of the Company.
With this the following is conducted:
 Analysis of current structure and nature of the assets and objects in the
Company’s portfolio, including analysis of the Company’s resource use efficiency
and recommendations on enhancing performance of business processes to achieve
strategic goals of the Company;
 Determination of the level of impact of each asset and object in obtaining
consolidated income / loss of the Company;
 Determination of non-core and core support assets and objects, and their
impact on performance of core operation of the Fund / Company, analysis of the
feasibility of withdrawal of core support assets and objects to outsourcing;
 Determination of the use of pre-sale preparation in the context of each
asset.
4.2 Second stage.
4.2.1 Development of the Schedule (hereinafter - Plan) for a certain period.
The initial term of restricting current portfolio of assets and objects for the
Companies is recommended to be provided up to 2016, as by the Message of the
President of the Republic of Kazakhstan Nazarbayev N.A. to the people of
Kazakhstan “Kazakh way – 2050: Common goal, common interests and a common
future” the Government together with “Samruk-Kazyna” Fund is instructed to
analyze all companies with public participation, to determine the list of enterprises
to be transferred to the private sector during 2014-2016, at which:
 Goals and tasks of the restructuring are adjusted based on the strategic
goals of the Fund / Company;
 Target assets and objects structure of the Fund / Company is determined
taking into account the intention to buy / create new assets and objects necessary
for the Fund / Company to implement strategic goals;
 Types of restructuring for each asset and object of the Fund / Company,
including preliminary evaluation of the demand / release of the funds are
determined;
 Possible risks connected with restructuring assets and objects of the
Fund / Company are evaluated;
 Target indicators both qualitative and quantitative, including expected
effect from assets and objects restructuring are determined;
 Volumes of involved resources for assets and objects restructuring are
assessed;
 Stages and necessary events to implement the Plan determining
responsible executor and terms of implementation of the events on each asset and
object are defined;
 Released resources of the Fund / Company as a result of restructuring are
evaluated and their target use is determined;
 A comprehensive plan for restructuring assets with specific steps and
mechanisms for presales of assets and facilities is developed for the companies
which shares are subject to the IPO.
4.2.2. Approval of the Plan and other documents (if necessary) by the
Board of Directors or other authorized body of the Fund / Company.
4.3 . Third stage.
Plan implementation.
4.3.1 Ensuring regular monitoring of the Plan implementation.
Monitoring of the Plan implementation is performed on a regular basis in
compliance with item 5.4 of present Policy.
4.3.2 Analysis of performance and preparation of annual Final report on
results of the Plan implementation and use of the funds obtained as a result of
realization of assets and objects of the Fund / Company for consideration of the
Board of Directors of the Fund / Company.
5. Mechanism of realization of Assets and objects restructuring policy
5.1 Realization of non-core assets and objects of the Company
Organization and conducting of bids will be implemented by the Bidding
process organizer, which is determined by the decision of the Authorized body of
the Fund.
Methods of realization as prioritized (from the most priority to the less one):
а) Auction, e-auction by English or Dutch methods, in case if sales price of
asset and object is an exclusive criteria of selection of a successful tenderer of open
tender, e-bidding, thereat, the auction is conducted by English method for the first
time. Information on auction is published in media in a mandatory manner
b) Tender, in case, when additionally to the sales price of asset and object
the other criteria of selection of a successful tendered of open tender, e-tender are
significant. Information on auction is published in media in a mandatory manner.
Realization of assets and objects by means of auction or tender in the initial
period will be performed on paper medium with prospect of transfer to electronic
tender by means of Information system ensuring automation of processes of
organization and conducting electronic tenders, which is determined by the
decision of the Management Board of the Fund;
c) Direct targeted disposal in cases stipulated by the Unified Rules,
including, by gratuitous alienation, and in cases of dates overlapping of public
shares placement of companies under the IPO with the timing of assets and
facilities disposal of this company, at that the transfer of assets to the trust
management of a specialized asset management company is also allowed to carry
out the necessary procedures within the pre-sale preparation and subsequent
disposal of the asset in compliance with items 1.2.3 of this Policy.
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