Download Empanelment of Consultant(s)/ Investment Banker(s)/ Merchant

Empanelment of Consultant(s)/ Investment Banker(s)/ Merchant Banker(s)
for Advising and Managing the Process of Disinvestment of Canara Bank’s
70% stake in M/s Canbank Factors Ltd and 13.45% stake in M/s Can Fin
Homes Ltd, Ref : FM&S Wing/Sub/RFP- Stakesale 01/2016-17 dt 05.12.2016
Modifications to the Request for Proposal (RFP)
Page Sl
No No
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2-ii
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Existing
Modified
Date/Time of opening of technical bids
– 27.12.2016 4.00 P M
Recently, Ministry of Finance, Govt of
India has informed all banks to initiate
necessary steps to review all non-core
investments
and
take
suitable
decisions with regard to investment /
divestment in non-core banking
activities. Accordingly, in adherence to
advice of Ministry of Finance and with
a view to unlock the value of its
strategic investments ,Canara Bank
intends to disinvest its entire 70%
stake in Canbank Factors Ltd and
13.45% stake in M/s Can Fin Homes
Ltd.
Date/Time of opening of technical bids
– 26.12.2016 4.00 P M
With a view to unlock the value of its
strategic investments, Canara Bank
intends to disinvest its entire 70%
stake in Canbank Factors Ltd and
13.45% stake in M/s Can Fin Homes
Ltd.
Personnel/ professional” means full For
Professional
additional
time staff with minimum Qualification qualification of MBA / PGDM from IIM
of Chartered accountant
/ XLRI & any of top 10 management
institutes apart from above added.
Out of total capital of Rs.20 Cr, our Out of total capital of Rs.20 Cr,
stake in the Company is 70% (Rs 14 Canara Bank’s stake in the Company
Cr)
is 70% (Rs 14 Cr)
Canara Bank intends to empanel a
minimum of three bidders separately
for each of the Companies in such a
way that there are minimum of three
empanelled bidders separately for
each of the Companies. A bidder may
submit bid for one of the two
companies proposed to be disinvested
or both the Companies. It is expected
of the empanelled bidders to procure
the maximum valuation of its stake for
Canara Bank at the minimum outgo for
Canara Bank in the form of
commission as a percentage of final
deal value. Each of the Canara Bank’s
stakeholdings
shall
be
treated
separately and the one amongst the
empanelled bidders who procures the
best valuation for each of the Canara
Bank’s stake shall be awarded the
assignment to conclude the deal in
accordance with terms of reference
elaborated below.
Canara Bank intends to empanel a
minimum of 2 (two) and maximum of 5
(five) bidders separately for each of
the Companies in such a way that
there are minimum of 2(two)
empanelled bidders separately for
each of the Companies. A bidder may
submit bid for one of the two
companies
proposed
to
be
disinvested or both the Companies. It
is expected of the empanelled bidders
to procure the maximum valuation of
its stake for Canara Bank at the
minimum outgo for Canara Bank in
the form of commission as a
percentage of final deal value. Each of
the Canara Bank’s stakeholdings shall
be treated separately and the one
amongst the empanelled bidders who
procures the best valuation for each of
the Canara Bank’s stake shall be
awarded the assignment to conclude
the deal in accordance with terms of
reference elaborated below
Canara Bank may assign the
assignment of disinvestment in respect
of its stake in Canbank Factors Ltd. to
one empanelled bidder and the
assignment of disinvestment in Can
Fin Homes Ltd to another empanelled
bidder depending upon the maximum
valuation at minimum outgo procured
by them. Alternatively both the
assignment may be awarded to a
single bidder depending on the
aggregate score secured by the bidder
in technical & commercial bid.
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5
9
10
4.2
4.2
(deletion of earlier paragraph &
addition of new paragraph)
Canara Bank intends to assign the
assignments of disinvestment in
respect of stake in both Companies
i.e., Can Fin Homes Ltd and Canbank
Factors Ltd to the empanelled bidders
for each of the company basing on the
techno-commercial scores secured by
them.
Assisting Canara Bank in negotiations Assisting
in
negotiations
with
with shortlisted investors / buyers.
shortlisted investors / buyers and
finalization of deal and conditions with
shortlisted investors.
Providing any other analytical and
transactional support required by
Canara Bank for successful completion
of the transaction.
Bidders Eligibility criteria
The Bidder must have experience of 5
(five) years or more in consultancy
services relating to disinvestment/
strategic sale /Merchant Banking / QIP
/ Private Placement and should have
carried out atleast 3 (three) such
assignments
for
India-based
companies with average transaction
size of Rs 50 crore or more in the last
5 (Five) years
Documents to be submitted
Documentary evidence for all the
aforementioned
eligibility
criteria
should be duly submitted.
Providing any other analytical and
transactional support required for
successful
completion
of
the
transaction.
The Bidder must have experience of 5
(five) years or more under fee based
income from services relating to
disinvestment / strategic
sale /
Merchant banking / investment
Banking / QIP / Private Placement of
buy or sell transactions / M & A and
should have carried out atleast 3
(three) such assignments for Indiabased companies with average
transaction size of Rs 50 crore or
more in the last 5 (five) years as on
31.03.2016
In respect of assignment undertaken
in the last 2 years from 01.04.2014,
certificate from Client and for rest of
the years certificate from firm /
company auditors as on 31.3.2016
indicating break-up of fee income
received from those business.
In case of difficulty in getting client’s
certificate, firm / company auditors
certificate be submitted along with the
details of the client, contact person &
other related details so that bank can
undertake independent verification of
the bidders claim.
In the event of non-submission of
contact details for verification of the
completed assignments or nil / nonsatisfactory response received from
the clients on verification by the bank,
no marks shall be awarded for such
assignments.
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4.3
The Bidder must have average audited
turnover of not less than Rs 10 crore
(Rupees Ten Crore) from consulting
activities / business in the last 3 (three)
years including the last financial year
ending March 31, 2016.
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4.3
Audited financial statements & IT Audited financial statements, along
return
with this, certificate from firm /
company auditor as on 31.03.2016 for
breakup of turnover to support the
eligibility
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Selection Criteria
The Committee for short listing the
bidder constituted by the Bank shall
scrutinize, evaluate the bids on the
basis of the evaluation process as
mentioned in Point no 6 of General
Conditions and shortlist the Firms and
recommend to the committee of the
Board for approval of appointment,
terms and conditions, etc. The decision
of the committee of Board of Directors
shall be final, conclusive and binding.
The 3 separately shortlisted Consultant
firms for both companies shall make
presentation to the Committee of the
Executives / Audit Committee / Board
of Directors/any other Committee as
demanded by the Bank.
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Submission of Bids
Under any circumstances, Bank shall
not consider any request for extension
of date for bid submission. The bids
received after 03.00 PM on 28/12/2016
will not be accepted under any
circumstance.
The Bidder must have average
audited turnover of not less than Rs
10 crore (Rupees Ten Crore) by way
of fee business from the above
services in the last 3 (three) years
including the last financial year ending
March 31, 2016.
The Committee for short listing the
bidder constituted by the Bank shall
scrutinize, evaluate the bids on the
basis of the evaluation process as
mentioned in Point no 6 of General
Conditions and shortlist the Firms and
recommend
to
the
Competent
authority of the Bank and the decision
of
the
committee/
Competent
Authority of the Bank will be final and
conclusive.
The shortlisted Consultant firms for
both
companies
shall
make
presentation to the Committee of the
Bank or any other Competent
Authority constituted by the Bank.
Under any circumstances, Bank shall
not consider any request for extension
of date for bid submission. The bids
received
after
03.00
PM
on
26/12/2016 will not be accepted under
any circumstance.
14
13
Addition to the para
Who are able to bring offers above the
fixed base price (which will be
communicated later to the shortlisted
bidders) only.
16
3
Marks for Technical parameters 60 at Marks for Technical parameters
all places
increased to 70 at all places
17
4
iii) Details of experience ........
17
4
v) Details of the proposed deal team /
key consulting resources ........
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5
The terms and conditions for the
prospective buyer/s who evince
interest in buying the banks stake with
firm offers, shall be notified after
shortlisting of the consultants /
investment bankers for both the
companies separately.
iii) Details of experience........ (Refer
annexure J-1)
Details of the proposed deal team /
key consulting resources............... (as
per annexure –G)
The terms and conditions for the
prospective buyer/s who evince
interest in buying the banks stake with
firm offers, shall be notified after
shortlisting of bidders for both the
companies separately.
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6.c
For final shortlisting the consultants for
the assignment, a combined evaluation
shall be done by applying a weightage
of 60 and 40 for the Technical and
Commercial scores according to the
formula as mentioned at 6(iii), for those
found qualified in the technical bidding.
For final shortlisting the bidders for the
assignment, a combined Technocommercial evaluation shall be done
by applying a weightage of 60 and 40
for the Technical and Commercial
scores according to the formula as
mentioned at 6(iii), for those found
qualified in the technical bidding.
Empanelment of minimum of 2
bidders and maximum of 5 bidders
from the shortlisted bidders. i.e., L1 to
L5 basing on the above technocommercial evaluation.
19
6-ii
Profile & business activities of the Profile & business activities of the
bidder in last 3 years
bidder in last 3 years
--Overall Turnover of the bidder upto
Rs 100 Cr with contribution from the
Merchant / Investment banking / M&A
is upto 50 Cr
--Overall Turnover of the bidders upto
Rs. 100 Cr with contribution from
consultancy services relating to
disinvestment / strategic sale /
Merchant banking / investment
Banking / QIP / Private Placement of
buy or sell transactions / M & A is upto
50 Cr
--Total turnover upto 50Cr – Turnover -- Overall Turnover of the bidders upto
from
Merchant
and
Investment Rs. 50 Cr with contribution from
consultancy services relating to
Banking – upto Rs 25 Cr
disinvestment / strategic sale /
Merchant banking / investment
Banking / QIP / Private Placement of
buy or sell transactions / M & A is upto
25 Cr
--Total turnover upto 25Cr – Turnover -- Overall Turnover of the bidders upto
from
Merchant
and
Investment Rs. 25 Cr with contribution from
consultancy services relating to
Banking – upto Rs 10 Cr
disinvestment / strategic sale /
Merchant banking / investment
Banking / QIP / Private Placement of
buy or sell transactions / M & A is upto
10 Cr
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6-ii
Experience in similar Transaction
advising, M&A (Merger / Demerger),
investment banking including QIP/
Private Placement etc of buy / sell
transactions for last 3 years
Experience in similar Transaction
advising, M&A (Merger / Demerger),
Merchant Banking / investment
banking including QIP/ Private
Placement etc of buy / sell
transactions for last 3 years
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6-ii
20
6-ii
The bidder who have more than 10 The bidder who have
years experience in investment
banking relating to divestment /
strategic
sale
/
QIP/
Private  More than 10 years experience
Placements on solo basis
 More than 7 yrs: less than 10 yrs
 More than 7 yrs: less than 10 yrs
 More than 5 yrs: upto 7 yrs
 More than 5 yrs: upto 7 yrs
During last 3 years
 Average deal size concluded is Rs  Average deal size concluded is Rs
100 Cr or more
100 Cr or more
4
 Average deal size is 50 to less than
 Average deal size is 50 to less than
100 Cr
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6-4
100 Cr
 With 5 Partners and 5 full time
 With 5 Partners or 5 full time
professional staff in deal team in
India.
 Less than 5 partners & 5 full time
professionals
professional staff in deal team in
India.
 Less than 5 partners or 5 full time
professionals
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6iii
Evaluation of Technical Proposals will Evaluation of Technical bids will start
start first and at this stage the first and at this stage the Commercial
Financial Proposals will remain bids will remain unopened
unopened
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6iii
Example, Combined score of Bidder A Paragraph deleted & addition of :
= 60 (Technical score of Bidder A /  Evaluation of technical bids
Highest Technical Score of all  Bidders who score 70 in the
Qualified Bidders) + 40 (Lowest
technical bids become eligible for
financial Bid of all Qualified Bids /
the commercial bid
Commercial bid of Bidder A).
 Opening
and
Evaluation
of
commercial bids received from the
eligible bidders and awarding
marks.

Top 3 consultants/ Investment Banker
who secure highest marks shall be
shortlisted for both the company
separately on the basis of the above
combined score.
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or final shortlisting the consultants
for the assignment, a combined
Techno-commercial
evaluation
shall be done by applying a
weightage of 60 and 40 for the
Technical and Commercial scores
according to the formula as
mentioned at 6(iii), for those found
qualified in the technical bidding.
Top 5 bidders who secure highest
marks
in
techno
commercial
evaluation shall be shortlisted for both
the company separately on the basis
of the above combined score with
minimum of 2 bidders i.e., L1 to L5.
Annexure c – Technical Bid
Details
of
strategy
consultancy Details of services as mentioned in
services undertaken in India.
eligibility criteria undertaken in India
Please attach a separate sheet, if In respect of assignment undertaken
required.
in the last 2 years from 1.4.2014,
certificate from Client, and for rest of
the years certificate from firm /
company auditors as on 31.3.2016
indicating break up of fee income
received from those business
In case of difficulty in getting client’s
certificate, firm / company auditors
certificate be submitted along with the
details of the client, contact person &
other related details so that bank can
undertake independent verification of
the bidders claim.
5
In the event of non-submission of
contact details for verification of the
completed assignments or nil / nonsatisfactory response received from
the clients on verification by the bank,
no marks shall be awarded for such
assignments.
31
Annexure C –
Details of strategic consulting
valuation / M&A of service industry.
31
Annexure -C
Details of assignment in Public & Domain expertise, experience &
Private Sector NBFC or Non-deposit understanding of Housing & NBFC
taking Companies in India
companies for past 5 years
31
Annexure – C
Additional requirement
Profile & business activities of the
bidder in last 3 years indicating the
turnover from fee business relating to
disinvestment / strategic
sale /
Merchant banking / investment
Banking / QIP / Private Placement of
buy or sell transactions / M & A
31
Annexure-c
Additional requirement
Details on the bidders in-house
capability to offer end to end solution
and transaction structuring.
45
Annexure J-1
Particulars
in
respect
of Particulars
in
Empanelment
in
Merger
& Empanelment
Acquisition, Valuation, consultancy
and stake sale
Details of services as mentioned in
/ eligibility criteria undertaken outside
India
46
Annexure J-2
List of full time professional staff of the Deletion of the clause
Bidder including its Affiliates / Group
companies/ member firms working
under the common brand name and
engaged in similar activity of
accounting
advisory/
financial
services/M&A.(As per Annexure J-5)
46
Annexure J-2
Total Number of Partners of the Bidder
including
its
Affiliates/Group
companies/ member firms working
under the common brand name and
engaged in similar activity of Advisory/
financial services / M&A. (As per
Annexure J-4)
respect
of
Total
Number
of
Partners/
professionals of the Bidder including
its
Affiliates/Group
companies/
member firms working under the
common brand name and engaged in
similar activity of Advisory/ financial
services/ M&A.(As per Annexure J-4)
47
Details of Partners of the Bidder
including its Affiliates/Group
companies/ member firms working
under the common brand name and
engaged in similar activity
Details of Partners/ professionals of
the
Bidder
including
its
Affiliates/Group companies/ member
firms working under the common
brand name and engaged in similar
activity
48
Annexure J-4 not there
Annexure J-4 added
6