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Asset Management & Electricity Trading Group
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Invitation to bid for TransCo




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The Power Sector Assets and Liabilities Management Corporation (“PSALM”) Privatization, Bids and Awards Committee (the “Committee”), in accordance with Section 21 of RA 9136, the “Electric Power Industry Reform Act of 2001” (the “EPIRA”), invites interested parties to participate in, pre-qualify and bid for the:

Privatization By Way of Concession Of The Facilities and Assets of the National Transmission Corporation

(the “Transco Privatization”). The Transco Privatization is through open competitive bidding.

Interested parties are required to submit an Expression of Interest (“EOI”) to PSALM which shall state the full name, address, telephone and fax number of each interested party, name of the principal contact and signed by an authorized representative of each interested party. All EOIs must be received by PSALM at the PSALM Office, 2nd Floor, SGV II Building, Ayala Avenue, Makati City, not later than 5:00 p.m. on July 18, 2006 (the “EOI Submission Deadline”). Only interested parties that submit an EOI by the EOI Submission Deadline shall be allowed to participate further in the Transco Privatization. Interested parties are encouraged to submit an EOI early since, by submitting its EOI close to the EOI Submission Deadline, it may not be able to participate in certain activities that occur prior to that date.

As a prerequisite to the (i) receipt of the bidding package (the “Bidding Package”) that includes the procedures for bidding for the Transco Privatization (the “Bidding Procedures”), (ii) the draft transaction documents, (iii) conduct of due diligence, and (iv) submission of a pre-qualification proposal, interested parties must execute a Confidentiality Agreement and an Undertaking pursuant to Section 78 of the EPIRA, in the forms provided by PSALM, and pay a non-refundable fee in the amount of Five Thousand U.S. Dollars (U.S.$ 5,000.00) (the “Participation Fee”). The Participation Fee shall either be in cash, manager’s check or cashier’s check. All bank charges, if any, shall be for the account of the interested party. The Bidding Package shall be issued during office hours (9:00 a.m. to 5:00 p.m.) until the Pre-qualification Proposal Submission Deadline (indicated below).

Among the bidding activities are: Due Diligence from June 5, 2006 to September 26, 2006; Pre-qualification Proposal Submission Deadline of 5:00 p.m. on July 26, 2006; Pre-bid Conference on 2:00 p.m. on September 6, 2006 at the PSALM Office and Deadline for Receipt of Bids by PSALM 10:00 a.m. on September 27, 2006. References to dates and times shall be based on Manila time and, unless otherwise stated, all venues shall be at the PSALM office. Should any of the above dates fall on a public holiday in the Republic of the Philippines, the deadline shall be extended to the same time of the immediately succeeding business day in Makati City. The dates and times of other important milestones are contained in the Bidding Procedures.

Interested parties and consortia should note that EPIRA provides that the Concessionaire “shall be financially and technically capable, with proven domestic and/or international experience and expertise as a leading transmission system operator and that such experience must be with a transmission system of comparable capacity and coverage as the Philippines”. The detailed pre-qualification criteria are contained in the Bidding Procedures. Only parties who have pre-qualified will be allowed to attend the Pre-bid Conference, and submit a technical proposal and a financial bid for the Transco Privatization, as outlined in the Bidding Procedures. Pre-qualified bidders will be required to post a bid bond in the form of an irrevocable confirmed standby letter of credit denominated in U.S. Dollars. The amount and other details of the bid bond are contained in the Bidding Procedures. The bid bond of the winning bidder shall be substituted by a performance security to guarantee prompt, faithful and complete performance of its obligations under the transaction documents. A two-envelope bidding system will be adopted. Other details of the Transco Privatization, including the submission of audited financial statements and income tax return, the deadline for the formation of consortia and other deadlines, are contained in the Bidding Procedures. The terms of the concession are contained in the draft transaction documents and shall be finalized in accordance with the Bidding Procedures.

Expressions of Interest, Confidentiality Agreements and Undertakings shall be addressed and submitted to: The Chairman, Privatization, Bids and Awards Committee, PSALM Corporation, 2nd Floor, SGV II Building, Ayala Avenue, Makati City, Philippines. Inquiries and clarifications shall be addressed to Mr. Nonito R. Bernardo at the PSALM Office or at tele/fax (632) 840-5058 or e-mail address nrbernardo@psalm.gov.ph.

The Committee reserves the right to accept or reject any interested party, consortia or bidder or proposals or bids therefrom, or any part thereof, and/or to waive any defects contained therein and accept the offer most advantageous to the Government of the Republic of the Philippines, without offering any reason whatsoever. The Committee does not assume any obligation to compensate or indemnify any party for any expense or loss that it may incur as a result of their participation in the privatization process, nor does it guarantee that an award will be made. Finally, it reserves the right to modify, supplement, or change the Bidding Procedures and other aspects of the privatization process at any time, including the schedule and the venue provided herein, for any reason whatsoever and without giving prior notice. Interested parties and/or bidders will be notified subsequently of such modifications, supplements, or changes.



(Sgd.) RAPHAEL PERPETUO M. LOTILLA
Chairman
PSALM Privatization, Bids and Awards Committee
May 28, 29, 30, 2006