INVITATION TO PREQUALIFY FOR PARTICIPATION IN ZAMTEL PRIVATISATION The Government of the Republic of Zambia formally announces its intention to partially privatise Zambia Telecommunications Company Limited (“Zamtel” or ?the Company?), a state-owned telecommunications operator in the Republic of Zambia. Under the Zambia Development Agency Act No.11, 2006, the Zambia Development Agency (?ZDA?) hereby invites prospective bidders to submit applications to pre qualify for participation in the proposed sale of up to 75% of the equity of Zamtel. PROPOSED TERMS OF PRIVATISATION The Government of the Republic of Zambia will: ? Sell up to a maximum of 75% equity interest in Zamtel; ? Retain a minimum of 25% equity interest in Zamtel; and ? Reserve the right to sell part or all of its remaining equity interest in Zamtel, through an initial public offering on the Lusaka Stock Exchange. ZAMTEL INVESTMENT HIGHLIGHTS ? Only licensed provider of nationwide fixed (PSTN) voice and data services: network over 80% digital; ? Provider of mobile telecommunications services through Cell Z, one of three GSM mobile network operators; ? Operator of CDMA IS-95 and CDMA 2000 networks: major expansion of CDMA 2000 network underway; ? Sole licensed wholesale international voice carrier (VSAT); ? Planning to transition from VSAT to optical fibre: national fibreoptic backbone network 85% complete; will connect to subsea optical fibre on the East African seaboard; ? WIMAX and metropolitan optical fibre ring deployed in Lusaka; ? As of 30 June 2009, Zamtel had approximately 161,000 mobile subscribers and 95,000 fixed and fixed-wireless customers; ? Revenues for the year ended 31 December 2008 were ZK370 billion (US$100 million). PREQUALIFICATION To prequalify, prospective bidders must meet the following criteria: 1. A minimum of five years of licensed operation in the telecommunications industry (as the entity?s primary activity); 2. More than three million active, attributable subscribers on fixed, mobile and / or fixed-wireless networks; and 3. A minimum of US$250 million shareholders? equity for private entities or; a minimum market capitalisation of US$500 million for publicly listed entities. Prequalification Documentation will be made available to prospective bidders on receipt, by the ZDA, of a signed Non-Disclosure Agreement (?NDA?). The NDA is available on request from the ZDA and its Advisors (see contact section). Prequalification Documentation will include: ? A Prequalification Application Form; and ? A list of supporting documents required to be submitted with the Prequalification Application Form. Prospective bidders will be required to pay a non-refundable administration fee of US$20,000 prior to their submission of the Prequalification Application Form. CONSORTIA Prequalification Application Forms may be submitted by individual entities or consortia of entities. Consortia must have a Lead Member with no less than 50% share in the consortium. The Lead Member of a consortium shall fulfil Prequalification Criteria 1 and 2 on its own. Criterion 3 may be satisfied by the Members of the consortium jointly. SUPPLEMENTARY CONDITIONS Entities being, owning or being associated with, either directly or indirectly, an existing mobile operator in Zambia, will be excluded from prequalification directly, or through consortia. Applications by consortia that include Zambian citizens or Zambian entities are encouraged. Subject to prequalification criteria and supplementary conditions, all applicants shall be treated equally. SUBMISSION The Prequalification Application Form and supporting documents must be submitted electronically (in PDF format) or in hard copy by no later than 1700 hours Zambian time, on Friday 16th October 2009, to the address given below. All submissions must be in the English language. A list of Prequalified Bidders will be announced on or around Wednesday 21st October 2009. Prequalified Bidders will be provided with a process letter detailing the guidelines for the bidding process, and an information pack. MEDIA BRIEFING A media briefing will be held on Wednesday 16th September 2009, at 0900 hours, at the ZDA?s office in Lusaka (address below). ADVISORS Under the Zambia Development Agency Act No.11, 2006, the ZDA will implement the privatisation of Zamtel. The ZDA has appointed RP Capital Advisors Limited as its exclusive financial advisor in relation to this transaction. CONTACT For further information, or to obtain an NDA, please email: zamtel@zda.org.zm and copy zamtel@rpcapitaladvisors.com. The Prequalification Application Form and supporting documents shall be submitted electronically to the above email addresses, and / or in hard copy to: The Zambia Development Agency Privatization House Nasser Road P.O. Box 30819 Lusaka, Zambia The ZDA reserves the right to amend or alter any terms or aspect of the announced Zamtel privatisation process including documents and forms distributed, at any time. Late submissions may be disqualified.


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