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TENDER SPECIFICATION

Negotiated public procurement procedure for the implementation of the financial instrument Technology Transfer Fund, financed by Operational Programme Innovation and

Competitiveness 2014—2020

Disclaimer:

This document consists of an unofficial translation of Sections I – VII from the Tender specification for a negotiated public procurement procedure for the implementation of the financial instrument Technology Transfer Fund, financed by Operational Programme Innovation and Competitiveness 2014-2020.

The official version of the Tender specification in the aforementioned procedure is laid down in Bulgarian and is approved with Resolution № ОП-Д-91/28.10.2019 г. by the Executive director of Fund Manager of Financial Instruments in Bulgaria EAD.

Should there be any contradiction between the texts of the Tender specification drawn up in Bulgarian and in English, the Bulgarian version is to be considered the correct one.

Tender Specification for thecall for the award of a public procurement contract for

TTF implementation, OPIC

ABBREVIATIONS USED

AIF Alternative Investment FundDA Delegated ActTIPC Tax and Insurance Procedure CodePLC Public Limited Company ESPD European Single Procurement DocumentUIC Unified Identification CodeEC European CommunityEU European UnionESIF European Structural and Investment FundERDF European Regional Development FundLMML Law on Measures against Money LaunderingPPA Public Procurement ActIT Investment TeamAIFM Alternative Investment Fund ManagerR&D Research and DevelopmentR&D&I Research and Development and InnovationOPIC, the Programme Operational Programme Innovation and Competitiveness 2014-2020IRPPA Implementing Rules for the Public Procurement ActCPR Common Provisions RegulationTTF Technology Transfer FundMA Managing AuthorityFMFIB Fund Manager of Financial Instruments in Bulgaria EADFoF Fund of FundsFI Financial Intermediary

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KEY TERMS AND DEFINITIONS

Alternative Investment Fund (AIF)

means1 collective investment undertakings, including investment departments thereof (sub-funds), which: (i) raise capital from a number of investors with a view to investing it in accordance with a defined investment policy for the benefit of said investors; and (ii) do not require authorisation pursuant to Article 5 of Directive 2009/65/EC.

Prominent Political Figures (PPF) and parties related to them

A prominent political figure, within the meaning of Article 36 of the LMML, is a natural person who performs or to whom the performance of the following important public functions is delegated:

Heads of State, Prime Ministers, Ministers, Deputy Ministers or Assistant Ministers;

Members of Parliament or other legislative bodies;

justices of constitutional courts, supreme courts or other supreme bodies of the judiciary whose decisions are not subject to judicial review, save in exceptional circumstances;

Members of the Board of the National Audit Office;

Members of the managing boards of central banks;

Ambassadors and heads of diplomatic missions;

Senior army officials;

members of administrative, managing or supervisory bodies of State-owned enterprises and sole shareholder State-owned companies;

mayors and deputy mayors of municipalities, mayors and deputy mayors of municipal districts and the chairpersons of municipal councils;

members of the managing boards of political parties;

heads and deputy heads of international organisations, members of the managing or supervisory boards of international organisations or persons serving in an equivalent capacity in such organisations;

The categories of persons referred to in the seven paragraphs above include, respectively and as far as applicable, persons holding offices at the institutions and bodies of the European Union and other international organisations.

The categories of persons referred to in the eight sub-paragraphs above shall not include officials holding middle management or lower positions.

Within the meaning of Article 36 of the LMML related parties vis-à-vis a prominent political figure shall be:

the spouses or non-marital partners of prominent political figures;

lineal descendants of the first degree and their spouses or non-marital partners;

lineal ascendants of the first degree and their spouses or non-marital partners.

relatives of the second degree in the collateral line and their spouses or non-marital partners;

any natural person known to be the beneficial owner, jointly with a prominent

1 According to the definition set out in Directive 61/2011/EU and any future amendments or modifications thereto.

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political figure, of a commercial undertaking or another legal entity or known to have close business, professional or another links to a prominent political figure.

Any natural person who is the sole or the beneficial owner of a legal person or another legal entity known to have been established for the benefit of a prominent political figure.

Delegated act (DA) Commission Delegated Regulation (EU) No 480/2014 of 3 March 2014 supplementingRegulation (EU) No 1303/2013 of the European Parliament and of the Council laying down common provisions on the European Regional Development Fund, the European Social Fund, the Cohesion Fund the European Agricultural Fund for Rural Development and the European Maritime and Fisheries Fund and laying down general provisions on the European Regional Development Fund, the European Social Fund, the Cohesion Fund and the European Maritime and Fisheries Fund (OJ L 138, 13.5.2014).

Acceptable instrument

Acceptable instrument means:

transferrable shares, other securities or equivalent rights and instruments creating an entitlement to a share in the capital of a company; or

transferrable instruments issued by a legal person, company or institution that enable the acquisition, through existing rights in the instrument, or the conversion of issued instruments within the meaning of the foregoing paragraph.

Single undertaking2 Means all enterprises having at least one of the following links to each other:

one enterprise has a majority of the shareholders’ or members’ voting rights in another enterprise;

one enterprise has the right to appoint or remove a majority of the members of the administrative, management or supervisory body of another enterprise;

one enterprise has the right to exercise a dominant influence over another enterprise pursuant to a contract entered into with that enterprise or to a provision in its memorandum or articles of association;

one enterprise, which holds shares or an interest in another enterprise, controls alone, pursuant to an agreement with other shareholders in or interest holders of that enterprise, a majority of shareholders’ or members’ voting rights in said enterprise.

Enterprises having any of the relationships referred to in this definition through one or several other enterprises shall also be considered to be a single undertaking.

For the purposes of this definition undertakings3 are defined as entities engaged in an economic activity (offering goods or services on the market), regardless of their legal status or the way in which they are financed.

Replacement capital

The purchase by the Fund of existing shares, other securities, equivalent rights or instruments that entitle an existing investor or shareholder to participate in the capital of a company.

Investment exit The sale, in part or in full, another disposal or the cash sale of an Acceptable instrument owned by the TTF in an End recipient via:

2 See definition of ‘Single enterprise’ laid down in Article 2(2) of Commission Regulation (EU) No 1407/2013 as subsequently amended.3 According to paragraphs 7 and 12 of Commission Commission Notice on the notion of State aid as referred to in Article 107(1) of the Treaty on the Functioning of the European Union (2016/C 262/01)

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public offering of shares on the stock exchange;

sale to the other shareholders of the End recipient;

sale to the managers of the End recipient;

share redemption and/or debt repayment in accordance with the covenants made, leading to a reduction in TTF receivables from the End recipient;

sale to a financial investor, i.e. another investment fund, financial or credit institution, insurance or pension fund, etc.

sale to a strategic investor, i.e. other non-financial enterprises,

generating earnings for the Investor.

An Investment exit shall also be understood as the write-off, in part or in full, of the investment up to the estimated asset impairment.

Investor FMFIB, which for the purpose of this call shall be considered a public investor;

The Fund Manager in respect of its minimum commitment under the mechanism as described in the Tenderer’s technical proposal4 and in this Tender Specification;

Joint investors in accordance with the definition set out in this Tender Specification.

Innovation5 According to the definition set out in the OSLO MANUAL (OSLO MANUAL 2018© OECD/EUROPEAN UNION 2018) innovation6 means a new or improved product or process (or combination thereof) that differs significantly from the unit’s previous products or processes and that has been made available to potential users (product) or brought into use by the unit (process).

In light of the above, two types of innovation are distinguished, notably product innovation and business process innovation.

The following will not be recognized as Innovation:

Minor modifications or improvements;

Routine changes and upgrades;

Scheduled seasonal changes in product range;

the effects of adjustment to client requirements that do not lead no major differences from the products manufactured for other clients;

the products of companies offering creative or consultancy services;

increases in production capacity, service delivery capacity or the product range through minor changes to business processes;

4 The Fund Manager may specify in the Technical proposal the legal form of commitment implementation (for example, direct investment, investment through a subsidiary or another related enterprise and other mechanisms acceptable to the FMFIB).

5 According to the definition set out in the OSLO MANUAL 2018 © OECD/EUROPEAN UNION 2018:6 There are several types of innovation: (1) A product innovation is a new or improved good or service that differs significantly from the firm’s previous goods or services. The latter means that a product innovation leads to significant improvements in one or several features or technical requirements for the product (including the addition of new functions or the improvement of existing functions, user utility, quality of the technical specifications, reliability, durability, value for money, accessibility and ease of use); (2) A business process innovation is a new or improved business process for one or more business functions that differs significantly from the firm’s previous business processes and that has been brought into use by the firm. (3) Business functions include the production of goods and the provision of services; distribution and logistics; marketing and sales; information and communication technologies; administration and management; and the development of products and business processes.

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mergers and/or acquisitions of other enterprises.

Innovation activity Includes all development, financial and commercial activities of an enterprise aiming to lead to Innovation for the enterprise

Innovative enterprise7

For an enterprise to be considered innovative, R&D&I-based or having significant innovative potential, it should satisfy at least one of the following criteria:

It has been awarded grants and/or utilised guarantees from an EU or another innovation financing scheme (Horizon 2020, Eurostars, including the award of a Seal of excellence, etc.); and/or

It has won an innovation award in a competition of the European Commission and/or another organisation; and/or

It has registered /applied for the registration of at least one patent; and/or

It operates in a research, technological or innovation park (for R&D&I activities); and/or

It has benefited from a tax allowance or tax exemption in relation to investments in R&D&I.

Key person Individuals who participate in the management of the Fund and its control bodies and who are the majority owners of its share capital. Each Key person holds at least 10 % (ten percent) of the share capital of the Fund Manager.

Co-investment8 Funding granted to a Final recipient, in conjunction with the TTF, by an Independent Private Investor on pari passu basis, subject to the requirements stipulated in this Tender Specification and the Operational Agreement.

Commercialisation Support for enterprises implementing and/or investing in the mass production and development of a new product/service.

Alternative Investment Fund Manager (AIFM)

means9 legal entities whose regular business is to manage one or several AIFs.

Hurdle rate Effective annual rate of the minimum required return for Investors, calculated on the utilized but non-repayable capital as per the proposal of the Applicant/Tenderer, above which the Fund Manager is entitled to receive a Catch-Up Payment according to the distribution cascade set out in the Technical Specification.

Place of business According to the definition set out in §1(5) of the Supplementary provisions of the Tax and Insurance Code:

a defined place (own, hired or used on other grounds) used by an entity established in another country and registered in Bulgaria to conduct its business, in part or in full, in Bulgaria; an office; solicitor’s office; atelier; plant; workshop (factory); shop; warehouse; service/repair centre; assembly plant; construction site; mine; quarry; drill; oil or gas well; spring or another site used for the extraction of natural resources;

7 Innovation criteria according to the definition of Innovfin innovation checklist: [https :// www . eib . org / attachments / thematic / innovfin _ emerging _ innovators _ en . pdf ]8 Acceptable joint initiative within the meaning of the Operational Agreement.9 According to the definition laid down in Directive 61/2011/EU and any future amending or supplementing acts.

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https://www.eib.org/attachments/thematic/innovfin_emerging_innovators_en.pdf



the performance of an activity in Bulgaria by an entity authorised to conclude contracts on behalf of undertakings established in another country, except for persons practicing the independent professions governed by Chapter Six of the Commercial Act;

conducting permanent transactions in Bulgaria, even where the entity established in another country does not have a permanent representative or a fixed place of business in Bulgaria.

Guidelines The Guidelines on State aid to promote risk finance investments (ОJ, C19, 22.01.2014, p. 4—34).

Research organisation (RO)10

or Research and knowledge dissemination organisation means an entity (for example, a university or research institute, technology transfer agencies, research-oriented innovation intermediaries, physical or virtual co-operation organisations), irrespective of its legal status or type of funding, the purpose of which is to conduct fundamental or applied scientific research or disseminate the results of such research (for example, through teaching, publication or knowledge transfer).

Enterprises that may have decisive influence over such an entity, for example in the capacity as shareholders or interest holders, are not entitled to preferential access to the results achieved by the entity.

Irregularity Any infringement of Union or national law related to its application resulting from anaction or lack of action by an economic operator involved in the implementation of ESIfunds which has, or would have, the effect of causing damage to the Union budget by accrual of undue expenditure in the Union budget.

Independent private investor

Means11 a private investor who is not directly or through a related party a shareholder in the relevant Final recipient in which it invests, including business angels and financial institutions, regardless of their ownership, to the extent that they bear the full risk of their investment.

Upon the establishment of a new company, al private investors, including the founders, are considered to be independent from it.

Pre-seed and Seed & Start-up phase

Pre-seed: Financing granted before the Seed & Start-up phase as defined below with a view to examining, assessing and developing a business start-up concept.

Seed & Start-up: Irrespective of the sequence and number of phases, financing granted to an enterprise from the finalisation of the business start-up concept until the launch of mass production and/or distribution before or at the early stages of business operation.

In addition to the above, enterprises at the pre-seed, seed & start-up phases should not have distributed profit or undertaken share redemption12.

Carried interest The portion of the Fund's revenue earned by the Fund Manager, once the requirements of the Distribution Cascade section are met.

Pari passu The pari passu principle means ‘for the same risk – the same benefit’13.

10 Chapter 1.3 Definitions, paragraph 15(bb) of the Framework for research and development and innovation (2014/C 198/01)11 According to paragraph 52 (xxv) of the Guidelines and any future amending or supplementing acts.12 The transactions related to the structuring of subsequent rounds of venture financing in the context of the provision of an Acceptable instrument.13 And application of all other requirements laid down in Chapter 2.1. of the Guidelines as amended and supplemented.

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Eligibility period The period until 31 December 2023 or any later date stipulated in ESIF Regulations.

Exclusivity period Means the period that commences on the date of First close and ends not earlier than:

the date on which 75 % of the total commitment of the Fund has been disbursed; or

the date of expiry of the Investment period.

Letter of intent A written document setting out the prior agreement reached by the parties on the main parameters of a proposed transaction.

Subsequent investment

An additional investment in an enterprise after one or several prior rounds of investment in risk financing by the TTF.

Applicable standards

The best practice and professional standards of Invest Europe14 or an equivalent organisation publishing similar good practices and professional standards in the area of risk financing.

The applicant may refer to and apply standards and practices of an equivalent organisation other than Invest Europe.

Where standards other than those of Invest Europe are applied, the organisation that has published the standards in question must satisfy the following requirements:

It publishes and updates professional standards and good practices in private equity;

The head office or the organisation is in a Member State of the European Economic Area. The country in which the organisation is established must have a higher than EU-average amount of net assets of investment funds investing in capital instruments;

Accepts or has members from more than one EU Member State and offers a possibility for its members to accept, respectively adhere to the standards published.

Programme region Republic of Bulgaria

Initial investment Means the provision of financing in the form of an Acceptable instrument to an enterprise in which the TTF has not previously invested venture capital.

ERDF Regulation Regulation (EU) No 1301/2013 of the European Parliament and of the Council of 17 December 2013 on the European Regional Development Fund and the specific provisions for the purpose of “Investment for growth and job openings” and repealing Regulation (EC) No Regulation (EC) No 1080/2006 (OJ, L 347, 20.12.2013, last amended ОJ L 193, 30.7.2018).

CPR Regulation (EU) No 1303/2013 of the European Parliament and of the Council of 17 December 2013 laying down the general provisions on the European Regional Development Fund, the European Social Fund, the Cohesion Fund, the European

14 The latest version of the Manual is available at https :// www . investeurope . eu / media /710939/ IE _ Professional - Standards - Handbook -2018. pdf .

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https://www.investeurope.eu/media/710939/IE_Professional-Standards-Handbook-2018.pdf



Agricultural Fund for Rural Development and the European Fund for Rural Development maritime affairs and fisheries and laying down general provisions on the European Regional Development Fund, the European Social Fund, the Cohesion Fund and the European Maritime and Fisheries Fund and repealing Council Regulation (EC) No 1083/2006 (OJ, L 347/320, 20.12.2013, last amended ОJ L 193, 30.7.2018).

Linked enterprises For the purpose of this Tender Specification, linked enterprises are those to which the requirements laid down in Article 2(12) in conjunction with Recital 31 of the Preamble of Directive 2013/34/ЕU apply.

Co-investor An independent private investor (excluding the Fund Manager) with a commitment to Fund capital who has been accepted as an interest holder in the Fund in the manner described in the Operations Agreement.

Co-operation with a research organisation15

Research performed on behalf of the enterprise/investor on the basis of contracts or licence agreements for research or research services and/or co-operation agreements under which the research organisation and enterprise/investor are independent parties and share financial, technological, scientific and other risks, including research results.

Technology transfer Technology transfer may include activities carried out by companies in relation to:

the conversion of the results of R&D&I or Innovation into commercial applications, products, processes or services;

These activities may take the following form:

Research, including but not limited to development, demonstrations and prototype development;

Acquisition or provision of intellectual property rights or their optimization, cross-licensing activities (including through project financing), sale of patents;

Co-operation between universities and businesses, more specifically through contract award, research/consultation agreements, establishing spin-offs and spin-outs and building strategic alliances with other organisations.

Financial instrument

A Technology Transfer Fund financed by OPIC 2014-2020 in the context of CPR and other acts of applicable EU law.

Financial agreement

The financial agreement concluded between FMFIB and the Managing Authority of OPIC on 1 August 2016.

Fund or TTF The alternative investment fund established in connection with the Financial instrument within the meaning of Directive 2011/61/EU16 and applicable national law transposing the Directive, depending on the jurisdiction chosen by the Tenderer.

Fund Manager/ Financial intermediary

A Tenderer selected by the FMFIB to manage the TTF in accordance with the terms of the Operational Agreement.

15 COMMUNICATION FROM THE COMMISSION. Framework for State aid for research and development and innovation (2014/С 198/01) 16 Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (OJ L 174, 1.7.2011, page 1—73 as amended).

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TABLE OF CONTENT

ABBREVIATIONS...............................................................................................................................................2

KEY CONCEPTS AND DEFINITIONS....................................................................................................................3

INTRODUCTION..............................................................................................................................................13

SECTION І. TECHNICAL SPECIFICATION...........................................................................................................17

SECTION ІІ. CONTRACTOR SELECTION PROCEDURE. GUIDELINES FOR PARTICIPATION................................38

SECTION III. REQUIREMENTS FOR PARTICIPATION IN THE PROCEDURE........................................................48

SECTION IV. SELECTION CRITERIA..................................................................................................................57

SECTION V. AWARD CRITERIA........................................................................................................................70

SECTION VI. COMMUNICATION BETWEEN THE PARTIES...............................................................................86

SECTION VII. FORM OF PUBLIC PROCUREMENT CONTRACT (OPERATIONAL AGREEMENT)...........................87

SECTION VIII. MODEL FORMS AND ANNEXES.................................................................................................88

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INTRODUCTION

FINANCIAL INSTRUMENT JUSTIFICATION

1. The aim of the call for the award of a public procurement contract is to select a Financial intermediary for the financial instrument Technology Transfer Fund (TTF, Fund).

2. The public procurement call will lead to the establishment of an Alternative Investment Fund (AIF) to be managed by the Fund Manager selected by the Fund Manager of Financial Instruments in Bulgaria EAD (FMFIB).

3. FBFMIB is the principal investor in the TTF, which will have a budget of a total of BGN 56 327 904 in public funds, respectively the corresponding amount in EUR, calculated on the basis of the official fixed BGN/EUR rate of exchange of 1.95583 of the Bulgarian National Bank on the date of signature of the Operational Agreement.

4. The Financial Instrument will be implemented in accordance with the requirements for Priority axis 1, Investment priority 1.1 of Operational Programme Innovation and Competitiveness (OPIC), which contributes directly to the achievement of smart growth through investment in the development of a knowledge-based economy.

5. In line with OPIC goals, an important element of enhancing innovations across enterprises is (i) the direct support for technology transfer and the (ii) active commercialisation of intellectual property and its management as a key instrument for knowledge transfer and revenue generation.

6. In connection with the above and on the basis of a Preliminary assessment, the need for a Technology Transfer Fund has been identified. The implementation of Financial instruments under the investment priority includes instruments for equity and quasi-equity investment in technology transfer, research results commercialisation, intellectual property rights, new ideas and products.

7. To ensure the proper implementation of the financial instruments provisioned in the programme, the Managing Authority of OPIC has designated FMFIB as a Financial Manager of the Fund of Funds via the Financial Agreement concluded on 1 August 2016.

8. In connection with this, the FMFIB is responsible for a number of processes in accordance with the Financial Agreement, including but not limited to:

8.1 The designation, evaluation and selection of an appropriate Fund Manager for the purpose of concluding an Operational Agreement for the implementation of the Financial Instrument, and more specifically:

conducting and analysis and preparing the technical specification for the TTF;

conducting consultations with market Tenderers and an assessment of the market environment;

Preparing and conducting a call for the selection of a Fund Manager;

8.2 Negotiating of amendments to the Operational Agreement, as necessary;

8.3 Management and monitoring of the Financial Instrument;

8.4 Risk management, operational and financial reporting.

9. The essential rules for the selection of a Fund Manager are set out in the CPR, DA and applicable national law, including the Public Procurement Act (PPA).

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EXECUTIVE SUMMARY

Purpose of the call

10. By this call the FMFIB delegates to the Financial Intermediary the implementation of a Technology Transfer Fund. The Financial Intermediary should prepare and take the necessary steps to establish an Alternative Investment Fund (AIF) under a jurisdiction of its choice in which the investors, including the FMFIB, make investments through Acceptable Instruments in eligible final recipients. The management of the investment activity of the Fund is an integral part of the service to be provided.

11. The Fund should be managed on a commercial basis and aim to achieve an optimal result for its Investors.

Investment orientation

12. The goal of the TTF is to invest in a diversified portfolio of enterprises geared to providing support for Technology transfer, Innovation and Innovation activities in Bulgaria, and more specifically:

12.1 the Pre-seed commitment (Sub-fund) to ensure that support is available to start-ups, mainly for concept proofing at the seed and start-up stage;

12.2 the Commercialisation commitment (Sub-fund) to ensure support for enterprises in the process of implementing innovations and/or investing in the mass production and development of the sales of a new product/service.

13. The Fund should make equity and quasi-equity investments that conform to the definition of Acceptable instruments set out in the Tender Specification.

Applicable State aid scheme

14. The Fund may invest in compliance with two main State aid schemes:

Pre-seed commitment (Sub-fund):

15. Investment at the Pre-seed stage must conform to the rules for de minimis aid laid down in Regulation (EU) No 1407/2013.

16. Investments, including Subsequent investments, should not exceed EUR 200 000 (two hundred thousand) in a Single enterprise in a period of three consecutive years17.

17. Investments at the pre-seed stage do not require mandatory private investments beyond the minimum participation of the Fund Manager in accordance with paragraph 60.

18. Without prejudice to paragraph 17, the Fund Manager may raise additional private investments to supplement the investments made at the Pre-seed stage both from Joint Investors and Co-investors, provided that the structure of the investments conforms to the pari passu principle.

19. The financing provided by the FMFIB may not exceed 98 % (ninety-eight percent) of the total amount of the funds made available for the Pre-seed commitment (Sub-fund).

and

17 In accordance with the so-called ‘aid cumulation’ principle, where the enterprise, respectively enterprises, with which it forms a Single enterprise has received de minimis aid (including financial instruments and grant assistance) in the last two budget years and the current budget year.

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Commercialisation commitment (Sub-fund):

20. This regime applies to all undertakings, irrespective of the amount of the individual investment, and has been structured in accordance with the requirements laid down in Section 2.1 of the Guidelines (i.e. without the use of State aid).

21. When making such investments, the Fund Manager raises funds from Independent private investors equal to at least 30 % (thirty percent) of the total amount of each investment in the respective Final recipient in accordance with the pari passu principle.

Structure

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Note: 1The financial commitment of the Fund Manager to the Fund as described in its Proposal for contract implementation in the amounts indicated in paragraph 60 shall be considered a commitment on the part of Independent private investors.

22. In view of the possibility to apply two different State aid schemes and two different sets of requirements for raising private investment, the Commitments should be appropriately delineated in accordance with applicable State aid rules by means of earmarking an Investment commitment subject to the rules for de minimis aid (Pre-seed Sub-fund) and an Investment commitment that does not constitute State aid (Commercialisation Sub-fund).

23. FMFIB and the Fund Manager shall invest funds in the capacity as Investors. Where Joint investors are brought on board, they may commit to provide the funds to be invested at the Pre-seed stage (Sub-fund) or the Commercialisation stage (sub-fund), or both.

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Call closes

24. The Fund may close more than one call, with the last call being closed 12 (twelve) months after the date of the First close at the latest subject to the limitations stipulated in this Tender Specification and the Operational Agreement. This time period may be extended by an additional 12 (twelve) months with the consent of the FMFIB.

Time period for implementation of the Financial Instrument within the Eligibility period

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Note: 2 The three-month (3-month) period between the selection of a Contractor and the signature of the Operational Agreement should be considered indicative. FMFIB and the Tenderer shall agree on a time period that is acceptable to both parties during the negotiations. The time period in question should be indicated in the Business Plan of the Tenderer and constitutes an integral part of the its proposal. Where the time period fails to be observed, the Contracting Authority reserves the right to amend the decision on the selection of a Contractor, stating the reasons for the amendment, in accordance with Article 112(2)(2) of the PPL and award a contract to the Tenderer ranked in the second place.

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SECTION І. TECHNICAL SPECIFICATIONBackground and limitations

25. The requirements of the Contracting Authority18 set out in this Section are mandatory for Tenderers19

in their entirety, i.e. in terms of both scope and nature.

26. In connection with this, the requirements set out below should be construed as minimum requirements, meaning that Applicant proposals, which do not satisfy the stated requirements, will not be considered.

27. The Tenderers are invited to submit proposals that conform to the stated parameters, when so expressly indicated as permissible in the Tender Specification, without prejudice to the minimum requirements of the Contracting Authority as described in this Technical Specification.

Subject

28. By this procedure the Contracting Authority delegates to the Fund Manager the implementation of the Financial Instrument. The Fund Manager will provide services with a scope as defined below in compliance with the relevant Applicable standards as may be modified and supplemented, notably:

28.1 Preparatory work and taking steps to establish an Alternative Investment Fund (AIF) under a jurisdiction of its choice within the EU to enable the Investors to proceed with the intended investments;

28.2 Managing the AIF established;

28.3 Raising commitments and funds from Independent private investors at Fund level and/or at Final recipient level, depending on the nature of the proposal;

28.4 Identifying eligible Final recipients, conducting analyses of their potential economic viability and structuring, negotiating and arranging financing from the TTF in line with the agreed Investment Strategy and the Operational Agreement;

28.5 Monitoring and control of the performance of the enterprises in which investments have been made, including providing assistance to Final recipients during the course of their routine operation, making Subsequent investments (if applicable), managing underperforming investments, etc.;

28.6 Arranging Exits from the investments made in line with the Investment Strategy, the exit strategy, the Operational Agreement and this Tender Specification;

28.7 Making the relevant distributions to the Fund Manager and the Investors;

28.8 Making arrangements for TTF winding-up following the expiry of the relevant term (i.e. in an orderly manner) in accordance with the requirements laid down in the Operational Agreement.

29. In addition, during the course of implantation of the Financial Instrument the Fund Manage will:

29.1 Apply the relevant State aid rules for market economy operators within the meaning of Section 2.1 of the Guidelines and, respectively, the de minimis rules laid down in Regulation (EU) No 1407/2013;

29.2 Fulfil the requirements for eligibility of Final recipients and investments;

29.3 When investing under the Commercialisation commitment (Sub-fund), in the cases when an investment comprises an R&D&I component, the investment should primarily lead to innovation that satisfies the requirements for level 6 or higher Technology readiness level

18 Article 5(2)(14) of the Public Procurement Act.19 §2(59)(19) of the Public Procurement Act.

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(TRL).20 Investments in lower levels could be made on the basis of a reasoned proposal of the Fund Manager, which requires a positive decision of the Advisory Board adopted with ordinary majority of the votes of its members.

29.4 Ensure timely and verifiable record-keeping and proper reporting in accordance with the requirements set out in the Operational Agreement;

29.5 Ensure compliance with other applicable conditions set out in the Operational Agreement;

29.6 Ensure compliance with other requirements applicable to ESIF and laid down in EU and national law.

Legal form, applicable law and language of the call and the Operational Agreement

30. Service provision will be governed by an Operational Agreement stipulating the rights and obligations of the parties.

31. The Operational Agreement will be signed under Bulgarian law and the language of the Agreement is Bulgarian.

32. The proposals to be submitted in the call for the selection of a Fund Manager must be drawn up in Bulgarian. The Tenderers may draw up and submit their Business Plan and Investment Strategy in Bulgarian, accompanied by a version in English. Where a discrepancy between the texts in Bulgarian and English is found, the Bulgarian text shall prevail.

33. The correspondence between FMFIB and the Financial Intermediary, as well as the documents submitted in connection with the implementation of the Operational Agreement are in Bulgarian. FMFIB may, by way of exception and where the submission of documents by the Financial Intermediary in two languages (i.e. in Bulgarian, accompanied by a translation in English) is justified, translation costs shall be covered from the Performance fee of the Financial Intermediary. Where a discrepancy is found between the two language versions, the text in Bulgarian shall prevail.

Technology Transfer Fund

34. Following the signature of the Operational Agreement the Fund must be established as an Alternative Investment Fund (AIF) within the meaning of Directive 2011/61/EU21 and the respective transposing national act, depending on the jurisdiction of the Tenderer.

35. The Fund performs its activity in accordance with applicable statutory acts, including but not only EU and national law governing ESIF, State aid and public procurement, the legal standards and applicable law on the prevention of money laundering, combating terrorism and the prevention of tax fraud.

20 According to the scale applied under Horizon 2020 (https://enspire.science/trl-scale-horizon-2020-erc-explained/): TRL 1 – Basic principles of the technology observed; TRL 2 – Technology concept formulated; TRL 3 – Experimental proof of concept; TRL 4 – Technology validated in lab; TRL 5 – Technology validated in relevant environment; TRL 6 – Technology demonstrated in relevant environment; TRL 7 – Prototype demonstrated in operational environment; TRL 8 – System complete and qualified; TRL 9 – Actual system proven in operational environment

21 Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (OJ L 174, 1.7.2011, page 1—73 as amended).

16



Fund Manager

36. The Fund Manager may be a person providing Fund investment and management services, established in or (where applicable) licensed as an Alternative Investment Fund Manager (AIFM) in accordance with the applicable law of an EU Member State.

37. Where the Contractor selected in the public procurement call is not an established or licensed AIFM authorised to provide the relevant services as at the date of submitting a proposal, the Tenderer must guarantee that it will obtain such registration or licence prior to the signature of the Operational Agreement.

Responsibility of the Fund Manager

38. The Fund Manager will be exclusively responsible for the day-to-day affairs of the Fund, its management and the supervision of its activity and will have full responsibility for all investment decisions made on behalf of the TTF.

39. The liability of TTF investors as regards any debt or liability of the Fund may not exceed their total commitment, minus repaid investments, except for the amount envisaged in the Operational Agreement and the founding documents of the TTF.

Compliance

40. The Fund Manager and the TTF under its management will ensure and maintain compliance with all applicable provisions laid down in the national law of the country in which they are established, including the legislation transposing the relevant EU law laying down the requirements for Alternative Investment Funds (AIF), their managers and the parties responsible for supervising their work.

41. The Fund Manager warrants and represents that the TTF complies with applicable EU law and international standards and that it will not facilitate actions that are conducive to money laundering, the financing of terrorism, tax evasion, tax fraud or tax avoidance.

42. The Fund Manager shall refrain from and ensure that the TTF will not conduct transactions with entities established or registered in the jurisdictions included in the EU list of non-cooperating jurisdictions or in certain high-risk countries in accordance with Article 9(2) of Directive 2015/849/EU or countries that fail to effectively apply Union standards or other internationally agreed standards on the transparency of information exchange.

43. The Fund Manager shall apply the principles and standards envisaged in Union law on the prevention of the use of the financial system for money laundering and the financing of terrorism, and more specifically Regulation (EU) No 2015/847 of the European Parliament and of the Council and Directive (EU) No 2015/849. The disclosure of information about beneficial owners within the meaning of Directive (EU) No 2015/849 is a mandatory requirement for participation in the tender investing via the Fund.

Head office, legal form and law governing the Fund and the Fund Manager

17



44. The head office, legal form, documents and the law governing the Fund, the Fund Manager and the relevant companies (if applicable) within the proposed legal structure, must be described by the Tenderer and implemented by the Fund Manager within the European Union and conform to the terms and conditions set out in the Operational Agreement. Such terms and conditions must be acceptable to the FMFIB.

45. In the Investment Strategy annexed to the proposal, the Tenderer must include a description of the legal structure of the Fund and the Fund Manager (including any parties associated with the Fund Manager, for example an Investment consultant, i.e. particulars relating to the establishment of the local company of the Fund Manager, when the Fund is established in a country other than Bulgaria22), including the ownership and equity share distribution of the Tenderer, respectively Fund Manager, and the parties associated with it, when the latter is not established as at the date of submission of the proposal.

46. The Fund, Fund Manager and any other entity involved in the implementation of the Financial Instrument may not be registered or established or, during the course of implementation of the instrument, maintain business relations or invest in or via entities registered or established in jurisdictions:

46.1 Included in the EU list of jurisdictions non-cooperating for tax purposes23; or

46.2 that apply a preferential tax regime within the meaning of §1(2) of the Supplementary provision of the Law on Economic and Financial Relations with Companies Established in Tax Havens, the Entities Controlled by Such Companies and Their Beneficial Owners24, except for the cases envisaged in Article 4; or

46.3 that have been designated as high-risk third countries in accordance with Article 9(2) of Directive 2015/849/EU25 and Article 46 of the Law on Measures against Money Laundering.

47. The Fund Manager shall incorporate the requirements set out in paragraph 46 in the agreements concluded with the enterprises in which it invests.

FMFIB financing

48. FMFIB financing will be provided in the form of commitments from the budget of the TTF established by the Fund Manager. The public funds, including the Management Fee, are in the amount of BGN 56 327 904, respectively the EUR equivalent of said amount calculated on the basis of the fixed BGN/EUR rate of exchange published by the BNB on the date of signature of the Operational Agreement.

Financing from Independent Private Investors

49. The funds raised from Independent Private Investors must be invested in compliance with the pari passu principle in relation to FMFIB financing.

50. The minimum sum to be raised from Independent Private Investors must comply with applicable State aid rules as follows:

50.1 At the level of the Fund; and/or

50.2 via a joint investment model, where the Fund makes joint investments with Independent Private Investors at the level of End recipients.

22 For more information, see ‘Typical fund structure’, Professional standards handbook, InvestEurope: https://www.investeurope.eu/media/710939/IE_Professional-Standards-Handbook-2018.pdf

23 http://www.consilium.europa.eu/en/policies/eu-list-of-non-cooperative-jurisdictions/ 24 For more information about tax havens, see Order No ZMF-1303 of 21 December 2016 as amended.25 Determined in Accordance with Article 9(2) of the Directive by Commission Delegated Regulation (ЕU) 2016/1675 as amended.

18

http://www.consilium.europa.eu/en/policies/eu-list-of-non-cooperative-jurisdictions/




51. The commitment of the Fund Manager will be considered a commitment by an Independent Private Investor and will be provided at Fund level.

52. For the avoidance of doubt, ESIF or any public funds whatsoever not invested on the account and at the risk of the Investors will not be considered a commitment on the part of Independent Private Investors.

State aid scheme

53. Two State aid schemes will apply to TTF implementation, depending on the applicable Commitment (i.e. ‘Pre-seed’ or ‘Commercialisation’).

54. With regard to the Pre-seed Commitment (Sub-fund), investments must comply with the rules for de minimis aid laid down in Regulation (EU) No 1407/2013. In connection with this, when making investments, including Subsequent Investments, which together with any de minimis aid received, do not exceed EUR 200 000 (two hundred thousand) per Single enterprise for a period of three budget years, no supplementing private investment is required beyond the minimum participation of the Fund Manager.

55. With regard to the Commercialisation Commitment (Sub-fund), investments should comply with the requirements set out in the Guidelines (no disbursement of State aid), where the Fund Manager raises at least 30 % (thirty percent) of the investment from Independent Private Investors in relation to the total amount of each investment in the respective End recipient in line with the pari passu principle.

56. For the avoidance of doubt, in the case of a Subsequent Investment by which the de minimis threshold indicated above is exceeded (in accordance with Regulation (EU) No 1407/2013), the Fund Manager should raise at least 30 % (thirty percent) of the investment from Independent Private Investors (in line with the Commercialisation Commitment (Sub-fund).

57. The funds should be distributed through a dedicated Commitment26 and invested in accordance with the rules for de minimis aid (Pre-seed Sub-fund) and through an Investment Commitment that does not constitute State aid (Commercialisation Sub-fund).

58. FMFIB funds shall be allocated in line with the relevant Commitment (Sub-fund) as follows:

58.1 At least BGN 4 889 575 and a maximum of BGN 9 779 15027 from FMFIB’s commitment to be invested under the Pre-seed Commitment (Sub-fund);

58.2 The remainder of FMFIB’s commitment is earmarked for investment under the Commercialisation Sub-fund.

59. The FMFIB is a State aid administrator within the meaning of Articles 9(5) and 11 of the State Aid Act.

Commitment of the Fund Manager

60. The financial commitment of the Fund Manager to the Fund is as follows:

60.1 At least 2 % (two percent) and not more than 7 % (seven percent) of the funds earmarked for the Pre-seed Commitment (Sub-fund); and

60.2 At least 3 % (three percent) and not more than 6 % (six percent) of the funds earmarked for the Commercialisation Commitment (Sub-fund).

61. The Fund Manager should increase its commitment in compliance with the pari passu principle in relation to FMFIB’s funds and the funds raised from other Independent Private Investors.

26 The Fund may be structured as two sub-funds (compartments), if this is allowable in the jurisdiction in which the Fund is established.27 The respective EUR equivalent calculated on the basis of the fixed EUR/BGN rate of exchange of 1.95583, published by the BNB on the date of signature of the Operational Agreement.

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62. The Fund Manager will make a proposal in respect of the level of its financial commitment to the Fund, which will must be indicated in the Proposal to be submitted in the tender.

63. Each Key person must match at least 10 % (ten percent) of the amount of the financial commitment proposed to the Fund by the Fund Manager.

Transfer of funds

64. The allocation of funds to the Pre-seed Commitment (Sub-fund) and the Commercialisation Commitment (Sub-fund) is based on the technical proposal of the Fund Manager. Following the conclusion of the Operational Agreement funds may be reallocated between the two Commitments (Sub-funds) upon the receipt of a reasoned request at the implementation stage, which is subject to approval by the Advisory Council with a qualified majority of ¾ of the votes and requires the express agreement of the FMFIB in strict compliance with the conditions set out in paragraph 58.

Types of investments

65. The Fund may invest solely in Acceptable instruments.

Eligible End recipients

66. Compliance with eligibility criteria will be assessed at the time of the Initial Investment.

67. The foregoing paragraph notwithstanding, investments can be made solely in enterprises, which:

67.1 at the time of the Initial Investment do not have their shares traded on a regulated financial instruments market28; and

67.2 have a Place of business with a head office in Bulgaria and satisfy at least one of the following alternative criteria:

at least 50 % (fifty percent) of their income is generated from sales in Bulgaria; or

at least 50 % (fifty percent) of their long-term tangible or intangible assets are permanently situated or otherwise registered in Bulgaria; or

most of their staff engaged in core activities subject to financing (including and without limitation engineering and/or technical staff, researchers and managers engaged in the development and/or implementation of the business strategy and/or in product or services development/provision) are in Bulgaria or a significant part of the work relating to product and service development is carried out in Bulgaria; and

67.3 they are not ‘firms in difficulty’ within the meaning of paragraphs 20 and 24 of the Guidelines on State aid for rescuing and restructuring non-financial undertakings in difficulty (OJ C 249, 31.7.2014).

Additional eligibility limitations in the application of de minimis rules to the Pre-seed Commitment (Sub-fund)

68. In order to be eligible for investment, enterprises must satisfy the following conditions:

68.1 The enterprise meets the general requirements for eligibility laid down in paragraph 67;

68.2 the enterprise does not operate in the fisheries and aquaculture sectors covered by Council Regulation (EC) No 104/2000.

68.3 The enterprise is not engaged in the primary production of agricultural products;

68.4 The enterprise is not engaged in activities in the sector of processing and trade in agricultural products in the following cases:

28 including on alternative trading platforms.

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when the investment amount is determined on the basis of the prices or quantities of agricultural products purchased by primary producers or marketed by the respective companies;

when the investment is linked to an obligation to transfer the funds, in part or in full, to a primary producer of agricultural products.

69. Where an enterprise operates in the sectors mentioned in paragraphs 68.2, 68.3 or 68.4 and in one or several sectors not expressly excluded from the scope of the Regulation on de minimis aid, the latter sectors or activities are eligible for investment under the current financial instrument, provided that the Financial intermediary ensures via appropriate guarantees, such as separation between activities or cost items, that no de minimis aid has been granted for the activities performed in the sectors exempt from the requirements laid down in the Regulation.

Eligible investments

70. Investment in Technology transfer, Innovations and Innovation activities;

Where an investment is made in innovations and/or innovation activities and with a view to verifying compliance, the Fund Manager requires that End recipients submit the following documents verifying the introduction, development or roll-out of innovations:

а patent;

a utility model registration certificate for the innovation concerned;

an industrial design registration certificate;

a patent/invention application/utility model registration certificate/industrial design certificate;

a licence agreement granting rights of use of the respective intellectual property right;

a know-how transfer agreement;

an agreement for the transfer of intellectual property.

a contract for the transfer of R&D&I results; technical documentation; publications, reports, test and examination results/independent opinions/evaluations by competent organisations/experts.

71. Investments that can be implemented outside the programme region but within the European Union with the benefits accruing for the programme region (Bulgaria), provided compliance with all requirements and thresholds stipulated in Article 70 of the CPR.

72. Support investments that comply with Article 4(1) of the DA.

73. Investments intended to finance objectives and costs that comply with the requirements laid down in Article 37(4) of the CPR on the condition that when the acquisition of ownership rights in enterprises is financed, the transaction is concluded in accordance with the arm’s length principle.

74. Investments supporting projects that fall exclusively into the thematic areas of Bulgaria’s Innovation strategy for smart specialisation (ISSS) 2014-202029 without sectoral limitations. Investments may fall into one or several of the abovementioned thematic areas;

29 1. Mechatronics and clean technologies; 2. Computer science and Information and Communication Technologies; 3. Life sciences and biotechnologies; 4. New technologies in creative and the recreational industries. (Annex No 4 – Thematic areas under Bulgaria’s ISSS 2014- 2020)

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75. The Investments satisfy the conditions stipulated in Article 37(7), (8) and (9) of the CPR.

76. The investments, together with any de minimis aid received, under the Pre-seed Commitment (Sub-fund) does not exceed the equivalent in national current (BGN) of EUR 200 000 (two hundred thousand) 30 for a period of three budget years. Respectively, the threshold indicated is calculated as the sum of the assistance for which an application is submitted and the de minimis aid received in Bulgaria by:

76.1 the potential End recipient;

76.2 the enterprises with which the End recipient forms a Single enterprise within the meaning of Article 2(2) of Regulation (EU) No 1407/2013;

76.3 all enterprises that have been taken over or enterprises that have merged or been acquired by one of the companies forming a Single enterprise with the potential End recipient in accordance with Article 3(8) of Regulation (EU) No 1407/2013;

76.4 the enterprises forming a Single enterprise to which de minimis aid has been granted after splitting or ownership unbundling in accordance with Article 3(9) of Regulation (EU) No 1407/2013.

Ineligible investments

77. Investments that do not satisfy the requirements for Acceptable investments stipulated above.

78. Investments supporting the following activities and investments of the End recipients in:

78.1 the production, processing and sale of tobacco and tobacco products;

78.2 investments that are physically or otherwise completed or fully implemented at the date of the investment decision in accordance with Article 37(5) of the CPR.

78.3 the decommissioning or construction of nuclear power plants;

78.4 investments in lowering greenhouse gas emissions from the activities listed in Annex I to Directive 2003/87/EC;

78.5 investments in airport infrastructure, unless relating to environmental protection or accompanied by investments aiming to mitigate or lower the negative impact of such infrastructure on the environment.

79. Investments that constitute advance financing of grant assistance.

80. Investments affected by an Irregularity or fraud.

81. Investments carrying an obligation for the use goods manufactured within the national economy or national services.

82. The implementation of the Pre-seed Commitment (Sub-fund) is subject to the following additional requirements:

82.1 The investment is not intended for activities directly related to export to third countries or Member States, i.e. they are not directly related to export quantities, the creation and functioning of a distribution network or other export-related running costs;

82.2 They are not used for the acquisition of heavy-duty motor vehicles intended for transport by enterprises engaged in road haulage for hire or against remuneration.

Authorised provision of Replacement capital

30 and, respectively, the BGN equivalent of EUR 100 000 (one hundred thousand) in the case of a single enterprise engaged in freight transport by road for hire.

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83. The financing granted in the context of the Financial instrument could include Replacement capital of up to 25 % (twenty-five percent) of the funds granted to the End recipient in the form of Acceptable instruments in connection with a particular round of financing. For the avoidance of doubt, at least 75 % (seventy-five percent) of the funds for each round are intended for the acquisition of newly issued Acceptable instruments.

84. By way of exception, the financing granted in the context of the Financial instrument may include Replacement capital in a higher amount when this has been expressly authorised by the Advisory Board in response to a reasoned request from the Fund Manager. In all cases, the Replacement capital does not exceed 50 % (fifty percent) of the funds granted to an End recipient in connection to a particular round of financing.

Excluded sectors

85. In addition to the limitations set out under the paragraphs above in respect of eligible End recipients and eligible and ineligible investments, the following activities are expressly excluded:

85.1 The production of and trade in any product or any activity deemed unlawful under an applicable law or bylaw of the host country or international treaties and conventions.

85.2 Any economic activity related to pornography or prostitution.

85.3 The following activities that form a major share31 of the core operations of the End recipient or its investment:

the production of weapons and ammunition;

the production of distilled alcoholic beverages;

enterprises operating in the gaming, gambling and equivalent industries.

85.4 Research and development activities or technical applications related to electronic data software or solutions that more specifically aim to support:

activities included in the list of excluded sectors mentioned above;

the creation of possibilities for unauthorised access to electronic networks and databases; or

the creation of possibilities for unlawful data download.

85.5 Research and development activities or technical applications relating to:

The cloning of human beings for scientific or therapy purposes; or

Genetically modified organisms (GMO).

85.6 Purely financial activities32 or real estate development projects when they are the core business of the End recipient. In this context, real estate development is understood as an activity performed for the purpose of generating capital gains, including renting or leasing, unless the property is used in the core business of the enterprise.

86. When necessary to demonstrate the eligibility of potential investments in the abovementioned sectors, the Fund Manager must obtain the express consent of the Advisory Board, which grants such consent and authorisations with an ordinary majority of the votes of its members.

Maximum and minimum investments. Portfolio diversification

31 A significant share means not more that 10 % (ten percent) of the consolidated amount of (i) the asset amount or (ii) earnings.32 Except for financial technologies (fintech) that conform to the definition of the European Commission in Note 1 of Communication COM(2018) 109 final.

For more information, see https://eur-lex.europa.eu/resource.html?uri=cellar:6793c578-22e6-11e8-ac73-01aa75ed71a1.0006.02/DOC_1&format=PDF 23

https://eur-lex.europa.eu/resource.html?uri=cellar:6793c578-22e6-11e8-ac73-01aa75ed71a1.0006.02/DOC_1&format=PDF



87. The TTF is expected to invest in two commitments subject to the following minimum and maximum thresholds:

Pre-seed Commitment (Sub-fund)

87.1 The amount of the investment must be at least EUR 15 000. The total amount of investment (including Subsequent investments) may not exceed EUR 200 00033 in a Single enterprise within three consecutive years34.

Commercialisation Commitment (Sub-fund)

87.2 The amount of the individual investment does not exceed EUR 3 000 000 (three million).35

87.3 The amount referred to in paragraph 87.2 may be exceeded on the basis of a reasoned proposal from the Fund Manager with the consent of the Advisory Board in accordance with the mechanism described in the Operational Agreement.

87.4 Without prejudice to paragraph 87.3, the investment of the Fund in a Single undertaking may not exceed EUR 5 000 000 (five million).36

88. The TTF is expected diversify its portfolio by investing in a considerable number (at least 11) enterprises, which cooperate with Research organisations in accordance with paragraph 176.2.

Currency of the Fund

89. The capital of the Fund may be denominated in EUR or BGN. The Applicant must indicate the currency in its proposal.

Winding up the Fund

90. Investment capital may be raised in one of several stages (Fund closes) at which the Investors irrevocably undertake to contribute capital to the Fund.

91. At the date of the First close the Fund Manager pays in the amount of FMFIB contribution in full.

92. Without prejudice to paragraph 91, where a reasoned request is received from the Fund Manager, which has been approved by the FMFIB, the funds referred to in paragraph 91 may be decreased, provided that the total funds available under the Commercialisation Commitment (Sub-fund) at the date of the First close are not less than BGN 39 116 60037.

93. The First close takes place not later than six months after the date of signature of the Operational Agreement. This time period may be extended by three months at the most upon a reasoned request from the Fund Manager with the express consent of the FMFIB.

94. The Last close must take place 12 (twelve) months after the date of the First close at the latest. This period may be exceeded by 12 (twelve) months at the most upon a reasoned request from the Fund Manager with the express consent of the FMFIB.

Admission of new Joint Investors to the TTF

95. The admission of new Joint Investors to the TTF in subsequent closes and an increase in the commitments of existing investors is admissible via an equalisation mechanism agreed in the Agreement establishing the TTF (the founding documents of the Fund).

33 In accordance with the limitations stipulated in Regulation (EU) No 1407/2013.34 In compliance with the so-called aid cumulation principle, where the enterprise, respectively the undertaking forming part of a Single enterprise, has received other de minimis aid (including financial instruments and grant assistance) during the last two budget years and the current budget year.35 Съгласно фиксирания курс на лева към еврото от 1.95583, публикуван от БНБ, към датата на сключване на Оперативното споразумение.36 On the basis of the fixed BGN/EUR rate of exchange of 1.95583 published by the BNB on the date of signature of the Operational Agreement.37 On the basis of the fixed BGN/EUR rate of exchange of 1.95583 published by the BNB on the date of signature of the Operational Agreement.

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96. The newly admitted Joint Investors must satisfy the minimum requirements specified in the Operational Agreement and be familiar with the Client Familiarisation procedure implemented by the Fund Manager.

97. The founding documents of the Fund and the Operational Agreement may specify additional requirements for the admission of new Joint Investors.

Term of the Fund

98. The Fund is established for a fixed period of 10 (ten) years as from the date of First close.

99. With the approval of Investors, the Fund may be terminated early or its lifecycle may be extended twice, each time by a period of one year, to ensure an orderly exit from the respective investments. The decision on extension requires the explicit consent of the FMFIB.

Investment period

100. The investment period shall commence on the date of First close and end on the earlier of the following dates: the end of the Eligibility period, the enforcement of Investor safeguard clauses or other clauses relating to the termination of the Investment period envisaged in the Operational Agreement.

Subsequent investments

101. After the end of the Investment period, the Investors, acting on a proposal of the Fund Manager, may approve Subsequent investments to be made by the Fund. The conditions for such investments shall be determined in the decision adopted.

Disbursements from the Fund

102. The committed resources of the Fund will be disbursed proportionally, taking into account the commitments of the Investors, when necessary for investment purposes or in order to cover the Management Fee.

103. Where the commitments of the Independent Private Investors at the level of the Commercialisation Commitment (Sub-fund) are below 30 % (thirty percent) of the total commitment, the Fund Manager must furnish proof, together with each application for disbursement, that demonstrates that the necessary funds have been raised from other Independent Private Investors at the level of End recipients with a view to ensuring compliance with the requirement for the availability of at least 30 % (thirty percent) of co-financing from Independent Private Investors of the amount to be invested in each End recipient.

104. The disbursements from the committed resources of the Fund may also be used for investment and/or to cover the Management Fee.

105. The maximum amount of an individual Application for disbursement submitted to FMFIB may not exceed 25 % (twenty-five percent) of the individual commitment amount.

106. The Fund Manager may not apply for another disbursement before the prior disbursement has been made, unless an express written consent from the Investors has been obtained in advance.

107. FMFIB will make a payment to an Investor in connection with its commitment within the time period specified in the Operational Agreement.

Principle of risk allocation between FMFIB and the Independent Private Investors

108. The risk between the FMFIB and Independent Private Investors is allocated in accordance with the pari passu principle.

25



109. An investment shall be deemed to comply with the pari passu principle when it has been made by the FMFIB and the Independent Private Investors upon the same conditions and when the two categories of investors make their investments at the same time via a single investment transaction, and the participation of Independent Private Investors in the Commercialisation Commitment (Sub-fund) is at least 30 % (thirty percent).

110. In addition, an investment shall be deemed to have been made upon the same conditions, if the FMFIB and the Independent Private Investors share the same risks and benefits and have the same level of subordination as regards the same risk category.

111. Where investments are made at the level of End recipients under the Commercialisation Commitment (Sub-fund), the Fund Manager shall ensure, including through procedures and mechanisms that are acceptable to the FMFIB, that the co-investment agreement complies with all requirements laid down in Section 2.1 of the Guidelines throughout the effective term of the agreement.

Cascade of distribution to the Pre-seed Commitment

112. Following the payment of the Management Fee to the Fund, the distributions will be made on a deal-to-deal basis and in compliance with the pari passu principle as follows:

112.1 First, 100 % (one hundred percent) to the Investors until the Investors receive distributions equal to their contribution to the capital of the Fund in respect of all exited investments, together with their share of the Management Fee paid for the investment made;

112.2 Second, 100 % (one hundred percent) to the Investors (prorated to the amount of the funds disbursed from their contribution) up to the Hurdle rate for the amounts referred to in paragraph 112.1 in accordance with the proposal submitted by the Applicant in the tender;

112.3 Third, 100 % (one hundred percent) to the Fund Manager up to an amount equal to 25 % (twenty-five percent) of the Hurdle rate (Catch-up);

112.4 Fourth, earnings distribution at a rate of 20:80, respectively 20 % (twenty percent) Carried interest to the Fund Manager and 80 % (eighty percent) to the remaining Investors (prorated to the resources disbursed by the Fund upon investment exit), regardless of whether or not the investors have received the entire amounts of their investments in the Fund.

Cascade of distribution to the Commercialisation Commitment

113. Following the payment of the Management Fee to the Fund, the distributions will be made on a deal-to-deal basis and in compliance with the pari passu principle as follows:

113.1 First, 100 % (one hundred percent) to the Investors (prorated to the amount of the respective funds disbursed from the contribution of each Investor) up to the amount of the Investors’ contributions to the capital of the Fund;

113.2 Second, 100 % (one hundred percent) to the Investors (prorated to the amount of the respective funds disbursed from the contribution of each Investor) up to the Hurdle rate set out in the proposal submitted by the Applicant in the tender;

113.3 Third, 100 % (one hundred percent) to the Fund Manager up to an amount equal to 25 % (twenty-five percent) of the Hurdle rare (Catch-up).

113.4 Fourth, earnings distribution at a rate of 20:80, respectively 20 % (twenty percent) Carried interest to the Fund Manager and 80 % (eighty percent) to the remaining Investors (prorated to the amount disbursed by the Fund from their contribution);

26



114. The minimum Catch-up referred to in paragraphs 112.2 and 112.3 and proposed by the Tenderer may not be below 2 % (two percent).

Management Fee

115. A Management Fee shall be paid by the Investors in the Fund prorated to their share in the total amount all Investors have undertaken to provide to the Fund in the form of equity according to the terms agreed with the FMFIB.

Management Fee in respect of the FMFIB commitment

116. The FMFIB pays to the Fund Manager a Management Fee for Financial Instrument implementation in an amount proposed in the tender for the award of a public procurement contract.

117. In light of the above, the Tenderer must indicate in their Price Proposal a cumulative amount of the Management Fee for the entire term of the Fund, expressed as a percentage of the FMFIB commitment to the Fund.

118. The cumulative amount of the Management Fee for the entire term of the Fund indicated by the Tenderer in their Price proposal may not exceed 20 %.

119. The Management Fee covers all costs incurred by the Fund Manager for TTF establishment and management.

120. The Fund Manager may not charge End recipients any fees and costs covered by the Management Fee38.

121. The proposal in respect of the cumulative amount of the Management Fee for the term of the Fund shall be determined by the Tenderer, taking into account the elements set out below:

Applicable to the investment period39

122. Basic management fee: up to 2.5 % (two percent and one-half) annually for the first 24 months following the signature of the Operational Agreement and up to 1 % (one percent) of the amount of FMFIB commitment to the Financial instrument annually thereafter in accordance with the relevant Operational Agreement, prorated to the time elapsed from the date of signature of the Agreement until the following dates, whichever is earlier: the end of the Investment Period, the end of the Eligibility period, the date of repayment of the FMFIB commitment or the date of winding up the Fund;

123. Performance fee: up to 2.5 % (two percent and one-half) annually of the FMFIB commitment within the meaning of Article 42(1)(a) of Regulation (EU) No 1303/2013 disbursed to End recipients in the form of Acceptable instruments and from the amount of reinvested funds relevant to the FMFIB commitment still to be repaid to the FMFIB, prorated to the time elapsed from the date of disbursement to End recipient until the following dates, whichever is earlier: the date of repayment of the investment, depreciation of the investment at a rate of more than 90 % (ninety percent) of the cost of acquisition, the end date of recovery in the case of assets/liabilities write off, the end date of the Investment Period or the end date of the Eligibility period.

38 For the avoidance of doubt, this includes all costs, including out-of-pocket expenses, relating to contract performance as detailed in paragraphs 28 and 29.

39 In accordance with Article 13(6) of the DA the thresholds set in paragraphs 122 and 123 may be exceeded when there is a proven need for a higher Management fee within the competitive selection procedure justified in the proposals submitted by all applicants in the call. Where an applicant’s proposal exceeds the thresholds concerned, the applicant must justify the need for a higher management fee. The justification, which must contain a cost model, is submitted as an Annex to the price proposal.

27



Applicable after the end date of the Investment period40

124. Post-investment period management fee: up to 1.5 % (one percent and a half) annually of the FMFIB commitment within the meaning of Article 42(1)(a) of the CPR disbursed to End recipients in the form of Acceptable instruments and from the FMFIB commitment still to be repaid, prorated to the time elapsed from the date of disbursement to End recipients, respectively the end date of the Investment Period (whichever is later) up to the following dates (whichever is earlier): the date of repayment of the investment, depreciation of the investment at a rate of more than 90 % (ninety percent) of the cost of acquisition, the end date of the recovery procedure in the event of default, the date of winding up the TTF, 31 December 2029 or another later date as determined by ESIF Regulations.

125. The fee payable from the date of signature of the Operational Agreement will be paid following the First successful close of the Fund.

Limitations applicable to the Post-investment period fee

126. The payment of a post-investment period Management fee by FMFIB in respect of the ESIF contribution is subject to the limitations stipulated in Article 14(1) and (3) of the DA.

127. In connection with this, during the Post-investment period fees may be paid from the FMFIB commitment in an amount that does not exceed:

127.1 The sum of the discounted Post-investment period fees to be paid after the Eligibility period for the period specified in Article 42(2) of the CPR (i.e. six years after the end of the Eligibility period) in accordance with the Operational Agreement.

127.2 The Post-investment period emoluments thus capitalised may not exceed 1.5 % (one percent and a half) of FMFIB commitment disbursed to End recipients within the meaning of Article 42(1)(a) of the CPR in the form of Acceptable instruments and which is still to be repaid to the FMFIB, prorated to the time elapsed from the end date of the Eligibility period until the following dates, whichever is earlier: the date of repayment of the investment, the end date of the recovery procedure in the event of default, the expiry of the time period referred to in Article 42(2) of the CPR.

127.3 Beyond the emoluments referred to in the foregoing paragraph, the FMFIB will pay a Post-investment period Management Fee solely where funds have been recovered by the FMFIB following Investment exits and not reinvested as at the due date of the payment.

127.4 Post-investment period management fees charged to by not paid by the FMFIB shall not be subject to Investor default clauses nor will any interest, fee or other charge accrue thereon and be charged to the Fund Manager, Joint investors or third parties.

Deduction of fees

128. The management fee will be decreased by any fee or other payment received by the Fund Manager for service delivery for which the Fund Manager has already received payment. Such payments may include, inter alia, the remuneration paid to members of the Board of Directors, consultancy fees, transaction fees, closing costs, winding-up costs, fees paid to nominee directors, investment banking costs or finder’s fees.

129. Without prejudice to the above, the potential monitoring fees paid by the Independent Private Investors at the level of End recipients shall not be deductible.

Requirements for the Fund Manager

40 Beyond the threshold specified in paragraph 124, the FMFIB may pay a Management fee solely where funds have been recovered by the FMFIB following Investment exits.

28



130. The Fund Manager shall manage the Fund as a commercial undertaking and implement the best market practices and professional standards published by Invest Europe or the Institutional Limited Partners Association, or equivalent sectoral organisations.

131. The Fund Manager must act independently on behalf of the Investors of the Fund.

132. The Fund Manager must ensure compliance with standards and applicable law governing the prevention of money laundering, anti-terrorism and combating tax fraud and (i) guarantee that the Fund and the enterprises in which it invests are not engaged in money laundering or tax evasion schemes, fraudulent, coercive, conspiratorial or corruption practices or other criminal acts and terrorist activities; and (ii) reaffirm that Independent Private Investors, each enterprise it intends to invest in and the respective individuals associated with it act in good faith.

133. The Fund Manager has an obligation to perform its duties and ensure compliance with the requirements envisaged in Articles 6 and 7(1) of the DA.

134. The Fund Manager is responsible for ensuring compliance with the eligibility criteria for investments and for the enterprises in which it invests, including State aid rules.

With regard to State aid rules, the Fund Manager should ensure the following:

135. For the Pre-seed Commitment (Sub-fund): The Fund Manager ensureс compliance with the requirements laid down in Articles 5 and 6 of Regulation (EU) No 1407/2013 and, prior to making an investment:

135.1 verifies compliance with the threshold set in Article 3(2) of Regulation (EU) No 1407/2013 by introducing a requirement for the End recipient to submit a declaration based on a model and conducting an ex officio check in the Register of De minimis aid kept by the Ministry of Finance, including in respect of the circumstances referred to in Article 2(2) and Article 3(8) and (9) of Regulation (EU) No 1407/2013. Where, on the basis of the check, it is established that the threshold has or will be exceeded, the Financial intermediary cancels the investment or proceeds to make the investment in accordance with the Guidelines on State aid to promote risk finance investments.

135.2 where de minimis aid is paid in tranches, verifies the thresholds referred to in the foregoing paragraph and the aid amount discounted as at the date on which it is granted. The discount interest rate is the discount rate applicable at the time of granting the aid.

135.3 notifies the End recipient of the de minimis aid, its amount and incorporates it into the investment agreement, along with an express reference to Regulation (EU) No 1407/2013 citing its full title and the relevant notice in the Official Journal of the European Union.

After the date of the investment agreement:

135.4 ensures that the de minimis aid is entered into the Register of de minimis aid (http://minimis.minfin.bg) within three working days as from the date of signature of the investment agreement in accordance with Article 34(1) of the State Aid Act and Article 9(4) of the Regulation on the implementation of the State Aid Act or, respectively, within the time period provided in any amending or supplementing acts. For the purpose of ensuring compliance with said obligation, the date of granting de minimis aid shall be the effective date of the Investment Agreement.

135.5 makes arrangements for ex post monitoring to verify compliance with the rules governing de minimis aid, including when the End recipient simultaneously performs activities in the fisheries and aquaculture sectors or in the sector of primary production of agricultural products, and in one or several sectors or activities eligible under Regulation (EU) No 1407/2013 and ascertain that the investment financed under this instrument is in an eligible sector/comprises an eligible activity and ensure eligibility criteria demarcation

29

http://minimis.minfin.bg/



through appropriate financial reporting instruments as regards the income, expenditure, assets and liabilities relating to each activity as a guarantee for the separation of activities and/or delineation of the costs to preclude the financing of activities in the abovementioned ineligible sectors from the assistance granted under this instrument.

136. Investments under the Commercialisation Commitment (Sub-fund): The Fund Manager must ensure compliance with the requirements laid down in Section 2.1 of the Guidelines on State aid to promote risk finance investments.

Team. Key persons

137. The Fund Manager sets up a team of experts with the necessary skills and experience for the purpose of Fund management.

138. Each Key person must be proposed for evaluation against at least one of the sub-criteria of the Experience criterion in accordance with Section V ‘Award criteria’ of the Tender Specification.

139. The investment team must comprise at least three Key persons.

140. The Key persons designated by the Applicant must be primarily engaged in the activity of the Fund for its entire lifecycle (except as provided in paragraph 143 below) and each Key person must agree to dedicate at least 50 % (fifty percent) of their working hours to the activities of the Fund41.

141. On average, the commitment undertaken by each Key person to the Fund for the entire lifecycle (except as provided in paragraph 143 below) must be at least 50 % (fifty percent) of the envisaged working hours of the Fund.

142. The specific commitment undertaken in respect of the activity of the Fund by each Key person, expressed as a percentage of the working hours of the TTF, must be indicated in the Applicant’s proposal. The commitment in question may not be below the percentage rates indicated in the foregoing paragraphs.

143. At the end of the Exclusivity Period the commitment to Fund operations may be modified for one or more Key persons, including to a rate below the percentage rates indicated above. Such a change may be authorised on the basis of a reasoned request from the Fund Manager and requires the approval of the Advisory Council.

144. Key persons must hold a share in the capital of the Fund Manager that guarantees a majority in decision-making on matters relating to the activities of the company, i.e. a majority of more than half of the voting members of the managing bodies of the Fund Manager, including the Investment Committee.

145. Key persons may not be replaced without the express written consent of the FMFIB. The new Key persons designated by the Fund Manager must satisfy the same minimum requirements and/or exceed the requirements specified in this Specification.

146. At least one of the Key persons must be proficient in Bulgarian to enable the performance of the public procurement contract (have Bulgarian as a mother tongue, Level B2 of the European Languages Framework or completed secondary or higher education in Bulgarian).

147. The experience of Key persons will be evaluated on the basis of the evaluation criteria set out in Section V ‘Award criteria’ of the Tender Specification.

148. Following the establishment of the Fund Manager and the Fund, the Tenderer shall undertake to ensure that a Place of business is established in Bulgaria, regardless of the jurisdiction in which the Fund is established.

Use of external services

41 When determining the percentage rate of the working hours to be contributed by the Key person, the commitment to the Fund in relation to the normal length of 1 (one) working day of 8 (eight) hours must be taken into account.

30



149. The Fund Manager may rely on consultancy services in order to obtain appropriate legal and tax advice or for the purposes of due diligence and trust services.

Corporate management structure of the Fund

Investment Committee of the Fund Manager

150. The Fund Manager must set up an Investment Committee.

151. The Investment Committee shall comprise, at minimum, the Key persons, and must conform to the requirements laid down in paragraph 144.

152. The Investment Committee is fully responsible for the decisions adopted in relation to the investment activity and the management of the investment portfolio of the Fund.

153. All decisions of the Investment Committee must be documented in dedicated minutes and the Fund may not require disbursement in relation to an investment to be made by the Investors without a decision first being adopted by the Investment Committee.

154. The rights and obligations of the Investment Committee shall include, at minimum:

154.1 Ensuring compliance with the Investment Strategy adopted. Conducting reviews on a regular basis and making proposals on updating and co-ordinating the strategy with the Advisory Board;

154.2 Adopting decision on investments to be made, respectively investment exits;

154.3 Monitoring and managing existing investments;

154.4 Identifying and managing conflicts of interest and ensuring compliance with applicable regulatory framework subject to the limitations set out in the Tender Specification and the Operational Agreement, in consultation with the Advisory Board;

154.5 Review and approval of the reports relating to the investment activity of the Fund, including the financial reports and forms to be submitted to the relevant competent regulatory bodies.

154.6 Review and approval of the Management Fee charged.

Advisory Board

155. The Fund must have an Advisory Council comprising all Investors in the Fund that are independent of the Fund Manager and wish to designate a member of the Advisory Council, provided that their interest is higher than a certain percentage of the Total Commitment specified in the Operational Agreement. The Advisory Board:

155.1 provides general guidance to the Fund Manager;

155.2 conducts reviews of the activity and management of the Fund;

155.3 reviews and resolves conflicts of interest;

155.4 performs other activities set out in detail in the Operational Agreement.

156. For as long as it acts as an Investor, the FMFIB may nominate a representative on the Advisory Board, irrespective of the share FMFIB commitment of the Total Commitment. The member nominated by the FMFIB may be removed or replaced solely on the basis of a dedicated written request from the FMFIB.

157. The Advisory Board adopts decisions with an ordinary majority of the votes of the members present at a meeting. Detailed rules for the adoption of decisions for which the approval of the FMFIB-nominated member is required will be stipulated in the Operational Agreement.

158. The Advisory Board does not intervene in the adoption of management decisions relating to the investment process.

31



Investor Assembly

159. The Fund is to conduct annual and extraordinary (if applicable) meetings that enable Investors to review and discuss the investment activity of the Fund.

160. The functions and powers vested in the individual corporate management bodies of the Fund are set out in detail in the Operational Agreement in accordance with Applicable Standards.

Investor safeguard clauses

161. The Operational Agreement contains Investor safeguard clauses and provisions on the removal of the Fund Manager in line with market practice, including but not limited to:

A clause governing events relating to the Key persons;

161.1 A clause governing the termination/suspension of the Investment Period;

161.2 A clause governing the removal/replacement of the Fund Manager;

161.3 A clause governing the winding-up of the Fund.

162. The Investor safeguard clauses must incorporate, together with other conditions, the requirements for ensuring the participation of the Independent Private Investors in line with applicable State aid rules and the pari passu principle.

Reporting

163. Reporting should be full and complete and undertaken on a regular basis in accordance with Applicable Standards and the requirements for ensuring compliance with applicable statutory acts in accordance with EU and national law as may be amended.

164. The proposal on contract implementation of the Tenderer must set out a clear mechanism for the evaluation, on an ongoing basis, of all investments made, including the verification of the amount determined. At minimum, the mechanism proposed by the Tenderers must be in line with the evaluation criteria set out in the Invest Europe Professional Standards Handbook42 as amended or in the Applicable Standards.

165. The Investors must receive the following documents within the reporting time periods set out below:

165.1 Monthly reports that conform to the requirements for the form and content envisaged in Annex No 8 ‘Monthly implementation report’ to the Operational Agreement: not later than the 7th day of the month following that covered by the report.

165.2 Quarterly reports, including unaudited financial statements of the Fund, a report on the capital accounts of the Investor and reports on investments in the portfolio of the Fund: 30 days after the end of each quarter;

165.3 The audited annual financial statements of the Fund, including the right to Carried interest: 90 days after the end of the relevant reporting period.

Audit and inspections

166. The Fund Manager should make arrangements for record keeping, on its behalf and on behalf of the Fund, including the availability of all requisite documents for the purposes of an adequate audit trail in accordance with Articles 9 and 25 of the DA. It must also ensure access to its premises and the records kept in relation to the Financial instrument and accept that the Fund Manager and the Fund are subject to monitoring and audit performed on a regular basis by the FMFIB, the European Court of Auditors, the European Commission, the European Anti-fraud Office (OLAF), the Managing Authority of OPIC and other EU and national bodies competent to assess the use of EU Structural and

42 https://www.investeurope.eu/media/710939/IE_Professional-Standards-Handbook-2018.pdf, Chapter 6: IPEV Valuation Guidelines. http://www.privateequityvaluation.com/Valuation-Guidelines

32

http://www.privateequityvaluation.com/Valuation-Guidelines




Investment Funds and the Financial Instruments down to the level of the enterprises in which the Fund invests.

167. The Fund Manager must ensure the inclusion of provisions to this effect in each and any investment agreement concluded with the enterprises in which it invests.

168. The Fund Manager is responsible for record-keeping and for the entire documentation to be presented to the European Commission, the European Court of Auditors and other EU and national bodies upon request within the time frames envisaged in Article 140 of the CPR.

Conflict of interest

169. The Fund will pursue its business and conduct all transactions in accordance with the Arm’s length principle.

170. For the entire Exclusivity period, the Fund Manager and the Key persons may not be involved in the management of and/or work for other investment funds, including persons managing such funds and for the companies within the proposed legal structure of the Fund, where they pursue a similar investment strategy and invest in similar instruments during the investment phase.

171. For the entire duration of the Exclusivity period, the Fund Manager and the Key persons may not manage the affairs of or work for other investment funds, including persons managing such funds, and for the companies within the proposed management structure of the Fund, in which funds provided by the FMFIB, the MA of OPIC or OP Competitiveness of the Bulgarian Economy 2007-2013 have been invested directly or indirectly, during the investment phase.

172. For the avoidance of doubt, the abovementioned limitations do not apply to the Joint Investment Enterprise, established with the exclusive purpose of joint investment in the Fund, which for duration of the Exclusivity period could not pursue an independent investment strategy and the founding and internal documents of which have been consulted and are acceptable to the FMFIB.

173. The Fund Manager has an obligation to immediately refer and fully disclose to the Advisory Council any activity, including investment opportunities, Investment exits considered within the investment process, that may give rise to actual or perceived conflict of interest and request guidance from the Advisory Board on any steps to be taken.

Management of irregularities

174. The Fund Manager should ensure that no Irregularities occur and take any and all actions necessary in accordance with the procedures to be stipulated in the Operational Agreement.

Public relations. Communication

175. The Fund Manager shall ensure that the Fund and the enterprises in which it invests comply with:

175.1 Applicable EU and national law, and more specifically the requirements for publicity, information and communication, including those laid down in Annex XII to the CPR;

175.2 The Guidelines on the implementation of information and communication activities and introduction of a uniform standard for visualisation of EU assistance as set out in the Single manual of the beneficiary on the implementation of information and communication rules 2014—202043.

OPIC benchmarks

176. The Fund Manager is expected to contribute to the achievement through the Financial Instrument of OPIC outputs, and more specifically:

176.1 Total number of enterprises receiving assistance (the indicators below are constituent elements of this indicator: 22 (twenty-two)

43 http :// www . eufunds . bg / archive / documents /1423147813. pdf

33

http://www.eufunds.bg/archive/documents/1423147813.pdf



176.2 Total number of enterprises co-operating with Research organisations: 11 (eleven)

176.3 Total number of enterprises that received assistance to introduce new products for the company: 13 (thirteen)

176.4 Total number of the enterprises that received assistance to launch new products on the market: 9 (nine).

34



SECTION ІІ. CONTRACTOR SELECTION PROCEDURE. GUIDELINES FOR APPLICANTS

177. The chart below shows the general process and key steps in the Fund Manager selection procedure.

178. The sections below set out a detailed description of the specifics of each step in the process. Without prejudice to the above, the procedure is conducted in accordance with the provisions laid down in the PPL and the Implementing Regulation thereto, which have precedence in case of conflict with this Tender Specification.

179. All matters relating to the procedure and the offers to the submitted not clarified in this Tender Specification are governed by the provisions laid down in the Public Procurement Act and the Implementing Regulation thereto.

Notes: 1 The deadline for enquiries is 10 (ten) calendar days prior to the expiry of the time period for the submission of proposals.2 В All enquiries will be addressed within 4 (four) calendar days from the date of receipt. The answers will be published on the webpage of the FMFIB.3 The parties may submit additional documents within 5 (five) working days.4 The time period for conducting an analysis shall be determined at the discretion of the FMFIB but may not exceed 10 ten) working days for each Applicant/Tenderer.5 The decision on the selection of a Contractor shall be announced within a period 10 (ten) days from the approval of the committee’s report.

35



Decision to launch the call

180. The call for the award of a public procurement contract is launched pursuant to a decision to open the procedure which, together with a notice of tender and the Tender Specification, are published on the following URL:

http://www.fmfib.bg/bg/buyer/procedure/ 42

Enquiries

181. Applicants may submit written enquiries to the Contracting Authority seeking clarifications relating to the conditions stipulated in the decision, the notice and the Tender Specification. The deadline for such enquiries is 10 (ten) working days before the time period for the submission of proposals elapses.

Providing clarifications

182. The Contracting Authority shall publish the clarifications at the URL mentioned in paragraph 180 within 4 (four) days from the date of receipt of an enquiry.

Submission of proposals

General requirements for drafting proposals

183. Applicants must prepare and submit a proposal that corresponds in all material respects to the stated requirements of the Contracting Authority set out in the notice and the Tender Specification.

184. The application must include all documents specified by the Contracting Authority and envisaged by law for the purpose of participation in the selection procedure. The document templates set out herein and the requirements described in them are mandatory for Applicants.

185. The submission of an application creates an obligation for the Applicant to accept all requirements of the Contracting Authority stated in the Tender Specification.

186. The application must be signed by the Applicant’s representative or a duly authorised representative(s) thereof.

187. The requirements set out above do not apply to documents that contain personal statements.

188. Where expressly indicated that a document may be submitted as a ‘certified copy’ of the original, the copy must bear the wording ‘Copy true to the original’ and the signature of the Applicant’s representative.

Content of the application

189. The application must contain:

189.1 The Single European Procurement Document (SEPD) of the Applicant in accordance with the requirements laid down by law and those specified by the Contracting Authority and, when applicable, the SEPD of each member of the consortium other than a legal person, for each subcontractor and any third party that will commit funds during the course of contract performance (Template No 1);

189.2 Declaration of compliance with Applicable standards (Template No 2);

189.3 Evidence (documents) demonstrating the reliability measures taken, when the Applicant has made reference to such measures;

189.4 Document attesting to the establishment of a consortium (when the Applicant is a consortium) that satisfies the requirements laid down in Article 37(4) of the Implementing Regulation to the PPL;

36



189.5 The declaration referred to in Article 59(1)(3) of the Law against Money Laundering (Template No 3);

189.6 The declaration referred to in Article 42(2)(2) of the Law against Money Laundering (Template No 4);

189.7 Declaration of compliance with the requirements for investment exits, respectively exit declarations (Template No 6);

189.8 Other documents mentioned in the Tender Specification;

189.9 A list of the documents provided (Template No 12).

Single European Procurement Document (SEPD)

190. The SEPD must be submitted electronically. The SEPD may be submitted in digital form bearing an electronic signature, on a suitable optical storage medium, together with the proposal. The form in which the SEPD is to be presented must not allow document modification. Another possibility is to provide electronic access to a digitally signed SEPD. In this case, the document must have a time stamp, which ensures that the SEDP has been signed and uploaded to an URL to which a link has been provided prior to the expiry of the deadline for submission of proposals.

191. The SEPD should be completed electronically via the eSEPD system, which is directly accessible at:

https://espd.eop.bg/espd-web/filter?lang=bg44

Submission of applications

192. The applicant submits their proposal in the call in a sealed, non-transparent envelope, addressing it to:

193. When

the applicant is a consortium, the names of all consortium members must be written on the envelope.

194. The application must be submitted in writing, in Bulgarian, either on paper or as an electronic document, when so indicated in the Tender Specification.

44 For more information about the SEPD, please see http :// www . aop . bg / fckedit 2/ user / File / bg / practika / MU 4_2018. pdf

37

Fund Manager of Financial Instruments in Bulgaria EAD

30-32 General Totleben Boulevard, Fourth floor

APPLICATION

for participation in the competitive negotiated tender procedure for the award of a public procurement contract in respect of the Implementation of the financial instrument Technological Transfer Fund, financed by Operational programme Innovation and


From (name of applicant)

Consortium members (if applicable)

Mailing address:

Telephone

Е-mail / Fax

http://www.aop.bg/fckedit2/user/File/bg/practika/MU4_2018.pdf

https://espd.eop.bg/espd-web/filter?lang=bg



195. The documents annexed may be in a language other than Bulgarian but must be accompanied by a translation into Bulgarian. In the case of discrepancy between the two language versions, the version in Bulgarian will prevail.

196. Each Applicant may modify, supplement or withdraw their application at any time before the deadline for submission of proposals has elapsed.

Receipt of applications

197. Upon the receipt of an application, the consecutive number, date and time of receipt and the information written on the envelope are entered into a register and a receipt is issued to the bearer.

198. Each application received by the Contracting Authority after the deadline will be returned to the Applicant unopened and an entry to this effect will be made in the register kept by the Contracting Authority.

199. Applications placed in non-transparent and unsealed envelopes with compromised integrity will not be accepted. Such applications will be immediately returned to the Applicant and an entry to this effect will be made in the register kept by the Contracting Authority.

200. The applicant submits the documents relating to their participation in the tender in person or c/o an authorised representative, by registered post or courier against a receipt of delivery, to Fund Manager of Financial Instruments in Bulgaria EAD, 30-32 General Totleben Boulevard, Fourth Floor, Sofia 1606.

201. Tender documents will be accepted until the date and time (deadline) for submission of proposals indicated in the Tender Specification.

Appointment of an evaluation committee

202. The Contracting Authority appoints an evaluation committee (Committee) by a dedicated order.

203. The Committee comprises an odd number of members.

Opening and review of tenders and requests for the provision of documents. Preliminary selection

204. The applications will be opened by the Committee on the day and at the time specified in the notice published by the Contracting Authority.

205. The tenders will be opened publicly and Applicants or their authorised representatives and media representatives may attend the opening procedure.

206. Following the receipt of applications and the List of applicants, the committee members responsible for the call file statements in respect of the circumstances referred to in Article 103(2) of the PPL.

207. The committee examines the documents and draws up a protocol. Where a tender is found to be incomplete or incompliant, including in the case of an irregularity or error of fact, or non-compliance with the requirements for personal status or the selection criteria described in Section IV of this Tender Specification, the committee documents these in the protocol and sends a copy to the Applicants, along with a request for the submission of additional documents and information.

38



Submission of documents

208. The applicants are required to provide the documents requested within 5 (five) working days from the date of receipt of a request from the Contracting Authority.

Due diligence

209. On the date of preliminary selection and on the grounds of Article 63(3) of the PPL, the Committee may verify the technical capacity of the Applicant and, when necessary, the capacity to ensure compliance with the stated requirements for quality, including by means of conducting due diligence in respect of the Applicants.

210. Due diligence is conducted with a view to verifying that the potential Fund Managers have the requisite skills and necessary resources to ensure Financial Instrument implementation.

211. The Committee conducts due diligence in strict compliance with the Methodology for conducting appraisals and analyses of Fund Managers (Annex No 3 to this Tender Specification). In connection with this, the Committee may request from Applicants specific information included in the due diligence questionnaire set out in Annex No 2 to the Tender Specification.

212. On the basis of the information provided by each Applicant the Committee conducts the checks envisaged in the Due Diligence Methodology for Fund Managers and documents them in a dedicated checklist.

213. The Committee details the results of the conducted checks in a due diligence report drawn up in respect of each Applicant and annexes it to the relevant protocol.

214. When the initial documents do not contain sufficient information to enable the Committee to perform the requisite checks and draw a conclusion, the Committee may request that the Applicant submits additional documents and information relevant to the due diligence process.

Decision on preliminary selection

215. The Committee applies the criteria stipulated in Section IV ‘Selection criteria’ of the Tender Specification. On the basis of preliminary selection results, the Contracting Authority issues a decision on preliminary selection and announces the Applicants to be invited to submit initial tenders.

Invitation to submit initial tenders

216. The invitation to submit initial tenders is sent by the Contracting Authority and specifies the deadline for the submission of tenders.

Submission of initial tenders

General requirements for drafting initial tenders

217. In order to participate in the call, the Applicant drafts and submits a tender that must comply in all material respects with the stated requirements of the Contracting Authority as specified in the notice of tender and the Tender Specification. The submission of alternative proposals is not allowed.

218. The tender must include all documents specified by the Contracting Authority and envisaged by law. The models (templates) annexed to the Tender Specification and the requirements stipulated therein are mandatory for Tenderers.

219. By submitting an offer, the Tenderer undertakes to comply with all stated requirements of the Contracting Authority as indicated in the notice of tender and the Tender Specification, except those subject to negation as indicated by the Contracting Authority.

220. The initial tender must be signed by the Tenderer or a duly authorised representative(s) thereof.

39



221. Initial tenders must be drawn up in Bulgarian. Part of the proposal, i.e. the Investment Strategy and Business Plan, may be submitted in English but must be accompanied by a translation into Bulgarian. In the case of discrepancy, the Bulgarian language version will prevail.

222. Where expressly indicated that a document may be submitted as a ‘certified copy’ of the original, the copy must bear the wording ‘Copy true to the original’ and the signature of the Applicant’s representative.

Content of the initial offer

223. The offer must contain:

223.1 A technical proposal, including:

Powers of attorney/Letters of authorisation (if applicable)

Proposal for contract performance (Template No 9)

Declarations

Other information and/or documents required by the Contracting Authority

223.2 Price proposal (Template No 10)

223.3 A list of the documents submitted along with the initial proposal (Template No 13).

224. The paragraphs below contain a description of the requirements for the individual elements of the proposal.

Proposal for contract performance

225. The proposal for contract performance must be drawn up on the basis of the annexed form (Template No 9), together with an Investment Strategy, Business Plan, Financial and Operational forecasts and other documents mentioned in said form.

226. The Investment Strategy, Business Plan and Financial and Operational Forecasts are to be drawn up in accordance with the Guidelines for drawing up an Investment Strategy, Business Plan and Financial and Operational Forecasts (Annex No 1).

227. The Investment Strategy, Business Plan and Financial and Operational Forecasts and the respective annexes thereto must be submitted on paper and in electronic form. The documents must be presented in a file format that allows review by the most common text processing programmes (for example *.docx/ *.doc or *.pdf) or in tabular form *.xlsx/*.xls.

228. The proposals of Applicants must be drawn up and contain the entire requested information and conform to the model annexed in all material respects.

Declarations to be submitted along with the proposal

229. Declaration referred to in Article 66(2) of the Law on Measures against Money Laundering (Template No 5);

230. The declaration referred to in Article 39(3)(1)€ of the Implementing Regulation to the PPL (Template No 7). Applicants may obtain the requisite information about their obligations relating to tax, insurance, environmental and employment matters, including the requirements for health and safety at work, from the National Revenue Agency under the jurisdiction of the Ministry of Finance; the National Statistical Institute; the National Insurance Institute, the Ministry of Environment and Water and its regional inspection services and the Employment Agency, both under the jurisdiction of the Ministry of Labour and Social Policy.

231. A declaration of confidentiality (Template No 8) is to be annexed, if necessary.

Price proposal

40



232. The price proposal must be drawn up in accordance with Template No 10.

233. In the price proposal, the Tenderer must propose a price for the implementation of the Financial Instrument, calculated in accordance with the stated requirements of the Contracting Authority as detailed in the Tender Specification. In the case of discrepancy between the figures written in Arabic or Roman numerals and verbatim, the figure written in verbatim will prevail.

List of submitted documents

234. The list must be drawn up on the basis of the annexed form (Template No 13). It is recommended that the documents submitted be arranged in the order in which they are listed.

Submission of an initial tender

235. The applicant submits their proposal in the call in a sealed, non-transparent envelope, indicating the following:

236. When the applicant is a consortium, the names of all consortium members must be written on the envelope.

237. The application must be submitted in writing, in Bulgarian, either on paper or as an electronic

document, when so indicated in the Tender Specification.

238. The documents annexed may be in a language other than Bulgarian but must be accompanied by an accurate translation into Bulgarian. For the purpose of document review, the Bulgarian version will prevail.

Each Applicant may modify, supplement or withdraw their proposal at any time before the deadline for submission of proposals.

Receipt of initial tenders

239. Upon the receipt of a tender, the consecutive number, date and time of receipt and the information written on the envelope are entered into a register and a receipt is issued to the bearer.

240. Each tender received by the Contracting Authority after the deadline will be returned to the Applicant unopened and an entry to this effect will be made in the register kept by the Contracting Authority.

241. Applications placed in non-transparent and unsealed envelopes with compromised integrity will not be accepted. Such applications will be immediately returned to the Application and an entry to this effect will be made in the register kept by the Contracting Authority.

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FAO Fund Manager of Financial Instruments in Bulgaria EAD

30-32 General Totleben Boulevard, Fourth floor

PROPOSAL

for participation in the competitive negotiated tender procedure for the award of a public procurement contract in respect of the Implementation of the financial instrument Technological Transfer Fund, financed by Operational programme Innovation and


From (name of applicant)

Consortium members (if applicable)

Mailing address:

Telephone



242. The tenders received must be valid for a period of 9 (nine) months, which commences from the deadline for receipt of tenders.

243. The Applicant submits the documents relating to their participation in the tender in person or c/o an authorised representative, by registered post or courier against a receipt of delivery, to Fund Manager of Financial Instruments in Bulgaria EAD, 30-32 General Totleben Boulevard, Fourth Floor, Sofia 1606.

244. Tenders will be accepted until the date and time (deadline) for the submission of proposals indicated in the Tender Specification.

Opening and review of tenders and requesting documents

245. The applications will be opened by the Committee on the day and at the time specified in the notice published by the Contracting Authority.

246. The tenders will be opened publicly and the Applicants or their authorised representatives, including media representatives, may attend the opening.

247. During the session, the sequence in which negotiations will be conducted with each Tenderer for potential improvement of the parameters of the initial tenders will be determined by drawing lots.

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Negotiations for improvement of the parameters of initial tenders

248. The Committee will conduct negotiations with the Tenderers invited on the basis of a single set of questions relating to the initial tenders submitted and the proposals set out therein, on a date and at a venue specified in a letter of invitation.

249. In order to clarify matters that have arisen on the basis of the review of submitted documents, the Committee may request from Applicants to present their Investment Strategies and Business plans.

250. The Committee conducts negotiations with the tenderers found eligible at the pre-selection phase, i.e. those Applicants whose proposals were found to satisfy the conditions and stated requirements of the Contracting Authority. The Committee conducts negotiations with the Tenderers invited using a single set of questions published before the start of negotiations.

251. The Committee may determine that negotiations are to be conducted in respect of one or several clauses of the Operational Agreement. It may further determine that the negotiations will cover matters relating to the implementation of the activity in respect of which a public procurement contract is granted, despite such matters not being expressly mentioned in the draft contract or the preliminary proposals submitted by Tenderers, notifying this to all Tenderers in advance.

252. The negotiations are conducted by the members of the Tender Committee and the Tenderer or their lawfully appointed representatives or expressly authorised proxies holding a dedicated power of attorney for the purpose of conducting negotiations. Prior to the start of negotiations, the representatives must present a valid ID and the representatives and/or proxies must present a power of attorney in the original or a notarised copy of a power of attorney granted by the Tender for the purpose of conducting the negotiations on behalf of and for the account of the Tenderer.

253. When the negotiations last more than one day, the date and time of resumption of negotiations is expressly indicated in the minutes documenting the negotiations with the Applicant.

254. Negotiations do not have the purpose of further reducing the number of proposals received.

255. The Committee shall draw up minutes documenting the negotiations conducted with each Tenderer, which must be signed by all members of the Committee and the Tenderer or their representatives/proxies.

Invitation to submit final proposals

256. The Contracting Authority notifies the Tenderers that it intends to conclude the negotiations by sending an invitation for the submission of final tenders. The time period, place and time for the submission of final proposals and for the content of such proposals will be specified in the invitation.

Submission of final proposals

257. The Tenderers submit their final proposals on the basis of the outcome of the negotiations, which the final proposal must properly reflect.

258. By submitting a proposal, the Applicant agrees with all stated requirements of the Contracting Authority as indicated in the notice of tender and Tender Specification, including the deadline for the validity of proposals specified in paragraph 243 and the draft agreement.

259. The Contracting Authority conducts a check to verify whether all proposals satisfy the stated minimum requirements and evaluates them on the basis of the criteria set out in Section V ‘Award Criteria’ of this Tender Specification in order to select the proposal that conforms to the best value for money principle to the highest degree.

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260. For the purpose of reviewing proposals, checks may be conducted to verify the information provided by the Tenderers, including by requesting information from other parties. The Tenderers may be requested to provide clarifications and additional evidence in relation to their proposals. The checks performed and the clarifications received may not be of a nature that effectively modifies the Technical Proposal and the Price Proposal submitted by Applicants.

Ranking of proposals and selecting a Contractor

261. On the basis of the protocols drawn up the Committee drafts a report on the outcome of the evaluation. The report is signed by all Committee members and submitted to the Contracting Authority, together with the entire Tender Specification. The protocols and the report of the Evaluation Committee are published on the URL mentioned in paragraph 180.

262. Within a period of ten days from the date of approval of the report, depending on ranking, the Contracting Authority issues a decision on Contractor selection or termination of the call.

Concluding a public procurement agreement (Operational agreement)

263. The Contracting Authority concludes an Operational Agreement with the Tenderer ranked in the first place and selected Contractor.

264. The Contracting Authority may modify its decision on Contractor selection after it has become effective in order to designate, on the basis of proper justification, the Tenderer ranked in the second place as Contractor, when the first selected Contractor:

264.1 Refuses to sign an Operational Agreement;

264.2 Fails to comply with the requirements laid down in Article 112(1) of the PPL; or

264.3 Fails to prove that there are no grounds for their exclusion from the tender.

265. The Operational Agreement includes a reference to the Applicant’s proposal on the basis of which it was selected Contractor.

266. Prior to the signature of the Operational Agreement the selected Contractor must submit the following documents:

266.1 a police/judicial certificate attesting to the absence of prior convictions. The certificate must also be presented for all members of the managing and supervisory bodies of the Contractor as entered into a dedicated register or equivalent register that attests to their legal capacity45, if applicable, and the legal capacity of their authorised representatives, if any;

266.2 a certificate attesting to the absence of any outstanding tax and other public debts (i.e. social insurance) within the meaning of Article 162(2)(1) of the Tax and Insurance Procedure Code, together with any interest accruing thereon, issued by the competent tax offices in the area in which the Contracting Authority and the Applicant/Tenderer are respectively established;

266.3 a certificate issued by the Labour Inspection Service Executive Agency attesting to the absence of the circumstances described in Articles 54(1)(6) and 56(1)(4) of the PPL.

266.4 The Applicant/Tenderer must provide their Single Identification Code, when entered into the register kept by the Company Registry and the Register of Non-for-Profit entities or their BULSTAT number, when entered into the BULSTAT register kept by the Conveyancing Registry;

266.5 registration document issued in accordance with Article 10(2) of the PPL;

45 When a member of the bodies in question is a legal person, the documents are to be provided by the natural persons representing the body according to the information entered in the relevant register or documents ascertaining the legal capacity of the legal person.

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266.6 Up-to date documents ascertaining that the Tenderer complies with the stated selection criteria, including for registration or holding a licence for the activity to be performed by the newly registered alternative investment fund manager;

266.7 Other documents ascertaining the absence of grounds for exclusion from the tender and compliance with the stated selection criteria, including for sub-contractors and third parties, if any.

267. If the Tenderer is a consortium of natural and/or legal persons, the documents mentioned above are to be presented separately for each member of the consortium.

268. If the Tenderer is a consortium, prior to concluding an agreement, the Tenderer must present a registration certificate containing the particulars of the newly established legal entity.

269. Where the selected Contractor is established in a country other than Bulgaria, it must submit the relevant documents issued by the respective competent bodies of the country in which they are established. Where the documents are issued in a foreign language, they must be accompanied by a translation into Bulgarian that conforms to the requirements laid down in Article 21(1) of the Regulation on legalisation, certification and translation of documents and other written materials.

270. Where the country in which the Tenderer is established does not issue documents attesting to the circumstances mentioned, the Tenderer must file a declaration, provided that such declaration has legal significance in the country in question, as to the circumstances to be attested. When the declaration does not have any legal significance, the Tenderer must present an official statement made before the competent body of the respective country.

271. Where the country in which the Tenderer is established does not issue documents attesting to the circumstances mentioned, the Tenderer must file a declaration, provided that such declaration has legal significance in the country in question, as to the circumstances to be attested. When the declaration does not have any legal significance, the Tenderer must present an official statement made before the competent body of the respective country.

SECTION III. REQUIREMENTS FOR PARTICIPATION IN THE TENDER

Eligibility Conditions for Applicants, respectively Tenderers

272. Any natural or legal person established in Bulgaria or in a country other than Bulgaria and consortium having the requisite capacity to provide services in accordance with the law of the country in which it is established and satisfies the criteria stipulated in the PPL and the stated requirements of the Contracting Authority is eligible to participate in the call for the award of a public procurement contract.

273. The branch of an entity established in a country other than Bulgaria may participate independently in the call for the award of a public procurement contract, if it has the requisite legal capacity to independently file applications and conclude contracts in accordance with the law applicable in the country in which it is established.

274. A person, if a member of a consortium or having granted their consent and indicated as a sub-contractor in the application submitted by another Tenders, may not submit an independent proposal in the tender.

275. A single natural or legal person may participate in the tender for the award of a public procurement contract as a member of only one consortium.

276. Related parties within the meaning of §2(45) of the Supplementary provision of the PPL may not submit proposals as independent Applicants/Tenderers in the same call.

277. Each Tenderer participating in the call for the award of a public procurement contract may only submit one proposal.

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278. Proposals may also be submitted by consortia of natural persons.

Sub-contractors

279. Where a tenderer envisaged the use of sub-contractors for the purpose of contract performance, it must provide the SEPD of the respective sub-contractors and the share of the work to be delegated to them.

280. Sub-contractors must satisfy the stated selection criteria, taking into account the nature and the work of the work to be performed under the contract, and declare that not circumstances are present for their exclusion from the tender as specified in Articles 54(1) and 55(1) of the PPL and paragraph 302.

281. When the Tenderer intends to use sub-contractors, it must submit an SEPD for the sub-contractor in which the latter has clearly specified its obligations under the contract and the share of tasks to be performed.

Activities to be performed directly by the Tenderer

282. In view of the specific nature of Financial Instrument implementation, the Tenderer should undertake to perform all activities listed in paragraph 28 of the Technical Specification without sub-contracting.

283. For the avoidance of doubt, the foregoing paragraph does not apply to the use of the so-called Investment Consultant.

Third parties

284. For individual services, Tenderers may rely on the capacity of third parties, regardless of the legal relationship between them, to prove compliance with the requisite criteria for technical and professional capacity in this call.

285. The Tenderer may rely on the capacity of third parties, solely where such third parties are involved in the performance of the some of the activities envisaged under the contract for which the capacity is required. In this case, the third parties must prove that they satisfy the selection criteria specified by the Contracting Authority in respect of which the Tenderer relies on their capacity as submit appropriate evidence of such capacity.

286. The third parties must further declare that the grounds for exclusion from the call provided for in Articles 54(1) and 55(1) of the PPL and set out in paragraph 302 are not present and annex a separately completed SEPD to the Tenderer’s application in which their obligations under the contract are specified.

287. When the Tenderer relies on the capacity of third parties, it must be able to demonstrate that the resources of such third parties will be available to it by outlining the general nature and scope of the obligations of the third parties in question in relation to the contract to be awarded.

288. Where the Tenderer relies on the capacity of third parties to prove compliance with the stated selection criteria, the Tenderer must provide guarantees for their participation of such third parties in contract implementation and the coordination of their interests with those of the FMFIB and the other investors in TTF. In connection with this, the third parties whose capacity the Tenderer relies on must hold at least 10 % (ten percent) of the property of the Fund Manager, must be members of the Investment Committee and participate actively in the implementation of at least one of the activities referred to in sub-paragraphs 28.3 to 28.6.

Participation as a consortium

289. When the applicant is a consortium other than a legal person, compliance with the selection criteria must be ensured for the consortium as a whole and not for its individual members, except the requirement for proper registration, presentation of a certificate to this effect or another stated requirement for contract implementation in accordance with a statutory or an administrative act and

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in line with the distribution of the activities to be performed under the contract between the individual members, as detailed in the articles of association.

290. Each member of the consortium files a separate SEPD. When necessary to declare circumstances relevant to the consortium, a SEPD is also submitted for the consortium.

291. A Tenderer, which is a consortium, should submit a copy of a contract or another document attesting to the establishment of the consortium.

292. The contract/document establishing a consortium must specify the legal grounds for the consortium established and at least the following information:

292.1 A joint liability clause binding on all members of the consortium, jointly and severally, for performance of the public procurement contract;

292.2 Designating a member of the consortium who represents it and is authorised to make binding decisions and receive instructions on behalf of each member of the consortium;

292.3 The obligation of all members of the consortium to remain its members for the entire period of contract performance;

292.4 indicating the distribution of the activities to be performed under the contract to be awarded between the members of the consortium, including the resources that each member will contribute to the consortium;

292.5 Designating a person who represents the consortium for the purpose of the call;

292.6 Indicating the Contracting Authority and the subject of this call for the award of a public procurement contract in respect of which the partners have established the consortium.

293. Where the consortium has not been created specifically for the purpose of participating in this tender, the Tenderer should submit a copy of an annex to the original articles of association that contains the particulars referred to in the foregoing paragraph.

294. Where no articles of association/document establishing the consortium have been annexed or the document does not contain clauses setting out the information referred to in sub-paragraphs 293.1 to 293.6 and the Tenderer fails to rectify these omissions in accordance with the requirements stipulated in Article 104(4) of the PL and Article 54(8) to (12) of the Implementing Regulation thereto, it will be excluded from the tender.

295. The structure and members of the consortium may not be modified following the submit of the application.

296. The selected Contractor should establish a legal person in a jurisdiction of its choice within the EU. Prior to concluding a public procurement contract the Tenderer must submit a document attesting to its registration or an excerpt from a register from which its registration is evident and which contains all particulars of the newly established legal person.

Grounds for exclusion

297. The Contracting Authority shall exclude from the tender any Applicant/tenderer for whom the grounds for exclusion specified in Articles 54(1)(1) to (7) and 55(1)(1) to (5) of the PPL and other national statutory acts are present. The grounds in question are specified below:

298. An applicant/Tenderer shall be excluded:

298.1 When the Applicant/Tenderer has been convicted for the criminal offences envisaged in Articles 108a, 159a to 159d, 172, 192a, 194 to 217, 219 to 252, 253 to 260, 301 to 307, 321, 321a and 352 to 353f of the Criminal Code by a sentence that has come into force;

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The ground for exclusion shall apply for a period five years from the date of entry into force of the sentence have elapsed, unless a sentence imposing a punishment of a different length has been imposed;

298.2 When the Applicant/tenderer has been convicted by a sentence that has come into force for crimes equivalent to those referred to in paragraph 1 in another Member State;

The ground for exclusion shall apply for a period of five years from the date of entry into force of the sentence have elapsed, unless a sentence imposing a punishment of a different length has been imposed.

298.3 When the Applicant/Tenderer has outstanding tax and insurance obligations within the meaning of Article 162(2)(1) of the Tax and Insurance Procedure Code and the interest accruing thereon payable to the budget of the central government or the local government of the place in which the Contracting Authority and the Applicant/tenderer is established or has equivalent outstanding public debt in the country in which the Applicant/Tenderer is established, when the public debt has been ascertained by a competent body following proper procedure;

298.4 in the cases of unequal treatment envisaged in Article 44(5) of the PPL;

298.5 it has been ascertained that the Applicant/Tenderer submitted an untruthful document as evidence of the absence of grounds for exclusion or compliance with selection criteria;

298.6 it has been ascertained that the Applicant/Tenderer did not submit requisite information for the purpose of disproving the presence of grounds for exclusion from the call or verifying compliance with selection criteria;

298.7 a penal injunction or a court judgment have entered into force in respect of an infringement of Articles 61(1), 62(1) or (3), Article 63(1) or (2), Article 118, 128, 228(3), 245 and 301 to 305 of the Labour Code and Article 13(1) of the Labour Migration and Labor Mobility Act or equivalent obligations established by an order/decision issued by a competent body in accordance with the law of the country in which the Applicant/Tenderer is established;

298.8 a conflict of interest arises that cannot be rectified;

298.9 winding-up or insolvency proceedings have been instituted against the Applicant/Tenderer or the Applicant Tenderer has concluded a settlement agreement with its creditors within the meaning of Article 740 of the Commercial Act or has discontinued its activity and, where the Applicant/Tenderer is established in a country other than Bulgaria, it is subject to similar proceedings conducted in respect of a similar situation in accordance with the law applicable in the country where the Applicant/Tenderer is established;

298.10 when the Applicant/Tenderer has been disbarred or otherwise prohibited from practising their occupation in accordance with the law of the country in which the disbarment occurred;

298.11 the Applicant/Tenderer has concluded an agreement with third parties with a view to distorting competition, when this has been ascertained by a decision issued by a competent authority;

298.12 when the Applicant/Tenderer has been found to be in default of a public procurement agreement or a concession agreement granted in respect of works or services that lead to the cancellation or early termination of such contract, the payment of damages or other penalties, except where non-performance affected less than 50 % (fifty percent) of the volume of works (services) to be provided under the contract;

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298.13 the Applicant/Tenderer attempted to influence the decision made by the Contracting Authority on its exclusion, the selection of a contractor or the award of a contract, including through the provision of false or misleading information; or

298.14 the Applicant/Tenderer has attempted to obtain information that may grant it an inappropriate advantage in the call for the award of a public procurement contract.

299. The grounds for exclusion specified in sub-paragraphs 299.1, 299.2, 299.8, 299.13 and 299.14 apply to the parties who represent the Applicant/Tenderer and the members of its managing and supervisory bodies and are entered into the register in which the Applicant/Tenderer is entered, if any, or the documents that verify its legal capacity. The paragraphs in question also apply when:

299.1 the members of the bodies in question include a legal entity, the grounds for exclusion refer to the natural persons who represent the legal entity as entered into the register in which it is registered, if any, or the documents that verify its legal capacity;

299.2 the Applicant/Tenderer or the legal person who is a member of its management or supervisory board is represented by a natural person under a power of attorney, the grounds for exclusion specified above apply to the natural person in question.

300. The grounds referred to in sub-paragraphs Error: Reference source not found, Error: Referencesource not found, Error: Reference source not found, Error: Reference source not found, Error:Reference source not found and Error: Reference source not found shall apply for a period of three years as from the date of entry into force of the decision of the Contracting Authority, the decision of another competent authority or a court judgment in accordance with Article 57(3) of the PPL.

301. An Applicant/Tenderer shall be excluded when:

301.1 it is ascertained that the company has been registered in a tax haven or is controlled by an entity established in a tax haven or some of the members of the consortium has been established or is controlled by such a company, except for the cases envisaged in Article 4 of the Law on companies established in offshore jurisdictions, the entities they control and their beneficial owners.

301.2 There is no possibility to identify or verify the client identity in accordance with the requirements laid down in the Law on Measures against Money Laundering, including when the client is a legal person or another legal entity owned by natural persons in the capacity of its beneficial owners within the meaning of §2 of the Supplementary provisions of the Law or where it is established that the natural person, legal person or another legal entity is established in a jurisdiction considered a high-risk third country within the meaning of Article 46 of the Law on Measures against Money Laundering and Article 9(2) of Directive (EU) 2015/84946;

301.3 It is ascertained that the circumstances referred to in Article 69 of the Law on Countering Corruption and Confiscation of the Proceeds of Crime exist.

302. The existence of the circumstances referred to in this Section ‘Grounds for exclusion’ may also lead to an Applicant/Tenderer being excluded when the Applicant/Tenderer is a consortium of natural and/or legal persons and the grounds for exclusion exist for a member of the consortium with the capacity of a sub-contractor or a third party to the capacity of which the Applicant/Tendered has relied in the tender.

303. The existence of the circumstances described in the current Section ‘Grounds for exclusion’ may lead to the exclusion of an Applicant/Tenderer, regardless of when the circumstances arose — either prior to or during the tender.

46 Determined in accordance with Article 9(2) of the Directive by Commission Delegated Regulation (EU) 2016/1675 as may be amended: https://eur-lex.europa.eu/legal-content/BG/TXT/HTML/?uri=CELEX:02016R1675-20180306&from=EN

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https://eur-lex.europa.eu/legal-content/BG/TXT/HTML/?uri=CELEX:02016R1675-20180306&from=EN

https://eur-lex.europa.eu/legal-content/BG/TXT/HTML/?uri=CELEX:02016R1675-20180306&from=EN



Exceptions in applying the grounds for exclusion

304. The grounds for exclusion referred to in sub-paragraph 299.3 do not apply when the amount of the outstanding tax or social insurance does not exceed 1 % (one percent) of the total annual turnover of the Applicant/Tenderer for the last financial year ended, but not more than BGN 50 000.

Evidence of reliability in the case of ascertained grounds for exclusion

305. The Applicant for whom some of the circumstances referred to above are present may provide evidence that measures have been taken to ensure its reliability in accordance with Article 56 of the PPL. The Applicant may submit evidence that demonstrates that:

305.1 it has paid the outstanding liabilities referred to in Article 54(1)(3) of the PPL (and paragraph 299.3 of the Tender Specification), including any interest accruing thereon and/or fines, or that the liabilities have been postponed, deferred or secured;

305.2 that it has paid or in currently paying a compensation for any damages resulting from a crime or an infringement for which the Applicant has been found to be at fault;

305.3 has exhaustively clarified all facts and circumstances and actively cooperates with the competent authorities and has implemented specific instructions and has taken technical or organisational measures that prevent further crimes or infringements;

305.4 has paid in full the liabilities referred to in Articles 128, 228(3) or 245 of the Labour Code;

306. В Where any of the circumstances referred to in Articles 54(1) or 55(1) has arisen for the Tenderer prior to submitting an application in the call and it has taken measures to furnish evidence of its reliability in accordance with Article 56 of the PPL, the measures in question are described in the SEPD.

307. The Tenderer may submit the following documents as evidence of its reliability:

307.1 with regard to the circumstances referred to in Article 56(1)(1) and (2) of the PPL — a document attesting to a payment, evidence of an agreement o another document that ascertains that the debt has been secured or that the parties have agreed to postpone or defer debt repayment, including a debt repayment schedule and/or another document specifying the deadlines for outstanding debt repayment, either in full or in installments deferred over time;

307.2 with regard to the circumstances referred to in Article 56(1)(3) of the PPL — a document issued by the relevant competent body confirming the circumstances in question;

307.3 with regard to the circumstances referred to in Article 56(1)(4) of the PPL — a document issued by the Labour Inspector-General.

308. The Contracting Authority appraises the measures taken by the Applicant, taking into their gravity and the particulars of the crime or infringement.

309. Where the measures taken by the Applicant are deemed adequate to ensure its reliability as Contractor, the Contracting Authority does not exclude it from the tender. The reasons for accepting or rejecting the measures taken and evidence presented must be stated in the decision on preliminary selection.

310. An applicant blacklisted from participating in tenders for the award of public procurement contracts pursuant to the laws of the country in which he was convicted or the decision was issued may not present evidence of measures taken that guarantee its reliability for the time period specified in the judgment or decision.

311. When the articles of association/other document attesting to the establishment of the consortium have not been annexed or do not contain clauses that ensure compliance with the requirements laid down in sub-paragraphs 293.1 to 293.6 and the Applicant does not rectify this omission in

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accordance with Article 104(4) of the PPL and Article 54(8) to (12) of the Implementing Regulation to the PPL, the Tenderer will be excluded from the call for the award of a public procurement contract.

Providing evidence attesting to the non-existence of grounds for exclusion. Requirements

312. the Tenderer declares the non-existence of grounds for exclusion from the call and compliance with the stated selection criteria by completing and submitting a SEPD, which contains:

312.1 Information about the existence of non-existence of the circumstances referred to in paragraph 299.1 as follows: convictions for crimes under Articles 108a, 159a to 159d, 192a, 209 to 2013, 253 to 253b, 301 to 307 and 321a of the Criminal Code in Part III, Section A of the SEPD; and regarding convictions for crimes committed under Articles 172, 194 to 208, 213a to 217, 219 to 252, 254a to 260 and 352 to 353f of the Criminal Code in Part III, Section D of the SEPD;

312.2 Information about the existence or non-existence of the circumstances referred to in sub-paragraph 299.3 is to be disclosed in Part III, Section B of the SEPD;

312.3 Information about the existence or non-existence of the circumstances referred to in sub-paragraphs 299.4 to 299.14 is to be disclosed in Part III, Section C of the SEPD;

312.4 Information about the existence or non-existence of the circumstances referred to in paragraph 277 is to be disclosed in Part III, Section D of the SEPD;

312.5 Information about the existence or non-existence of the circumstances referred to in sub-paragraph 301.1 is to be disclosed in Part III, Section D of the SEPD, including a website, body or organisation issuing the relevant certificates, if the information can be obtained electronically. The case-file number of the person (Tenderer) in the Commercial Register or the Register of Not-for-Profit Entities in which the relevant circumstances or the information to be provided in accordance with Article 6 of the Law on Economic and Financial Relations with companies established in tax havens, the entities controlled by them and the beneficial owners is entered must also be indicated;

312.6 For the purpose of verifying the identity of Tenderers, including their beneficial owners, when a legal entity (member of a consortium participating in the tender, when a legal person), the Tenderer’s application must contain the following information: for Tenderers, when members of a consortium and natural persons — the declarations set out in Annexes Nos 1 and 2 to the Implementing Regulation to the Law on Measures against Money Laundering (Templates Nos 3 and 4); when the Tenderer is a member of a consortium and a legal person — the information and documents referred to in Article 54 of the Law on Measures against Money Laundering. When the company (EIK) number of the entity has been indicated in accordance with Article 23(6) of the Law on the Commercial Register and the Register of Not-for-Profit Entities and on the basis of the indicated case-file of the respective legal entity and other documents provided, the requisite information may be obtained for the purpose of establishing the identity of the Tenderer. In this case, it is not necessary to submit the document referred to in Article 54 of the Law on Measures against Money Laundering, but the declarations set out in Annexes Nos 1 and 2 to said Act (Templates Nos 3 and 4) must be annexed. The information for the purpose of identification in accordance with the Law on Measures against Money Laundering as required by sub-paragraph 302.2 is to be provided by completing Part III, Section D of the SEPD.

312.7 Information about the existence or non-existence of the circumstances referred to in sub-paragraph 302.3 is to be disclosed in Part III, Section D of the SEPD.

313. The following persons have an obligation to declare the circumstances referred to in Articles 54(1)(1), (2) and (7) and 55(1)(5) of the PPL:

313.1 the representatives of the Tenderer; 51



313.2 the members of the managing and supervisory boards of the Tenderer;

313.3 when a member of the bodies referred to in the foregoing paragraphs is a legal entity, the natural persons representing that entity, as per the entries in the register in which the legal entity is registered, if any, or the documents ascertain its legal capacity;

313.4 when the Tenderer or a member of its control or managing board is represented by a natural person pursuant to a power of attorney — the designated natural person.

314. The persons referred to in sub-paragraphs 313.1 and 313.2 are as follows:

314.1 in the case of a general partnership — the persons referred to in Articles 84(1) and 89(1) of the Commercial Act;

314.2 in the case of a limited partnership—the partners with unlimited liability referred to in Article 105 of the Commercial Act;

314.3 in the case of limited liability companies—the persons referred to in Article 141(2) of the Company Act and in the case of sole shareholder limited liability companies — the persons referred to in Article 147(1) of the Commercial Act;

314.4 in the case of joint stock companies — the persons referred to in Articles 241(1), 242(1) and 244(1) of the Commercial Act;

314.5 in the case of general partnerships with shares — the persons referred to in Article 256 of the Commercial Act;

314.6 in the case of sole traders — the trader (natural person);

314.7 in the case of branches of an entity established in a country other than Bulgaria—the manager and representative of the branch or a person with equivalent rights in accordance with the law of the country in which the branch is registered;

314.8 in the case of cooperatives — the persons referred to in Articles 20(1) and 27 of the Cooperatives Act;

314.9 in the case of associations — the members of the managing board in accordance with Article 30(1) of the Law on Not-for-Profit Entities or the managing director in the cases referred to in Article 30(3) of the same Act;

314.10 in the case of foundations—the persons referred to in Article 35(1) of the Law on Not-for-Profit Entities;

314.11 in the cases referred to in sub-paragraphs Error: Reference source not found-Error:Reference source not found the signatories , if any;

314.12 in the case of entities established in countries other than Bulgaria—the persons who represent, manage and control the Tenderer in accordance with the law of the country in which it is established.

315. When the entity has more than one signatory, the declaration must be files solely by the signatory whose representative powers include the territory of Bulgaria.

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316. When the persons referred to in Article 54(2) and (3) of the PPL are more than one and there are no differences in the circumstances referred to in Articles 54(1)(1), (2) and (7) and 55(1)(5) of the PPL for each of them, the SEPD may be signed by one of the persons in question, provided that they are in a position to verify the truthfulness of the circumstances declared in respect of the other persons.

317. The SEPD referred to in the foregoing paragraph may also contain the circumstances referred to in Articles 54(1)(3) to (6) and 55(1)(1) to (4) of the PPL and those relating to the selection criteria, if the person who has signed the SEPD has powers to represent the economic operator severally.

318. When necessary to ensure that personal data is protected or in the case of differences in the circumstances relating to the personal situation of the persons referred to in Article 54(2) and (3), the information about the requirements stipulated in Articles 54(1)(1), (2) and (7) and 55(1)(5) of the PPL is to be provided in a separate SEPD and signed by the respective person.

319. When necessary to declare the circumstances referred to in Articles 54(1)(3) to (6) and 55(1)(1) to (4) of the PPL and those relating to selection criteria applicable to consortia, which is not a legal person, the SEPD is to be files by the representative of the consortium.

320. When documents are submitted for the purpose of participating in a tender for the award of a public procurement contract by a person who represents the Tenderer on the basis of a power of attorney, the SEPD must specify the scope of the representative powers of the proxy.

321. The SEPD must contain all information required by the Tenderer, including the national databases containing the relevant declared circumstances, or the competent bodies who are required to provide the relevant information in accordance with the laws of the country in which the Tenderer is established.

322. Each Applicant/Tenderer must notify the Contracting Authority in writing within a period of three days of any of the circumstances referred to in Articles 54(1), 55(1) or 101(11) of the PPL arising. Any such new circumstances must be taken into account by the Committee when drafting the report and the protocols detailing its activity.

323. The Contracting Authority will exclude from the procedure any Applicant/Tenderer, when a consortium of natural and/or legal persons, where any of the circumstances referred to in Articles 54(1) and 55(1) of the PPL and in paragraph 302 arises for any of its members.

324. A foreign national or a legal entity established in a country other than Bulgaria may not participate in the tender for the award of a public procurement contract when any of the circumstances referred to in Articles 54(1) and 55(1) of the PPL has been found to exist in the country in which they are established.

SECTION IV. SELECTION CRITERIA

ELIGIBILITY

326. This Section sets out the requirements for the parties eligible to implement the public procurement contract to be awarded under the call.

Eligibility requirements for alternative invest fund managers (AIFM)

327. The public procurement contract may be awarded to a Tenderer who is an AIF Manager in accordance with the laws of the country in which it is established (a party holding a licence or registered in the respective country). The AIF should be established in an EU Member State.

328. In confirmation of the circumstance referred to in paragraph 327, the Tenderer must indicate in Part IV, Section A of the SEPD the number and date of the licence or equivalent document issued by a competent body in accordance with the laws of the country in which the Tenderer is established.

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329. Tenderers may provide an alternative proof of compliance with paragraph 328 in Part IV, Section A of the SEPD in the form of a register or other national databases in which the Tenderer is entered in connection with its AIF management activities to which direct and free access has been provided.

Other Tenderers

330. The public procurement contract may also be awarded to a party which does not hold an AIF management licence as at the date of the application.

331. Such Tenderers must declare in Part IV, Section A of the SEPD that as at the date of signature of the public procurement contract, they will provide appropriate evidence of having obtained a licence, registration or an equivalent document entitling them to perform AIF management activities in one of the countries mentioned in paragraph 327.

The sections below set out the minimum requirements for the technical and professional capacity of Tenderers. In addition, after the description of each requirements, the Section lists the evidence of compliance to be presented.

SERVICES PERFORMED

For the purpose of this criterion, services performed means investments and exits that comply with the following requirements:

Companies that invested in, respectively exited investments in, Acceptable instruments

332. The investments, respectively exits from investments, should be made in Acceptable instruments by the companies47, which as at the date of the investments are an AIF or AIFM managing the respective AIF or its Investment Consultant48 or Other companies investing in Acceptable instruments.

Persons investing in, respectively exiting investments in, Acceptable instruments

333. The persons investing in, respectively exiting investments are natural persons (local or established in a country other than Bulgaria) in the capacity as:

333.1 team member,

333.2 member of a managing body or

333.3 member of the Investment Committee

of the company that invested, respectively exited an investment in, Acceptable instruments in accordance with paragraph 332 and the requirements laid down in paragraphs 335 to 343 and 348 to 353.

334. The persons referred to in paragraph 333 should verify their direct participation in the investment, respectively exit.

Requirements for the investments made

335. Investments should comply with the following requirements:

335.1 They must be an investment in an Acceptable instrument;

335.2 They must be made by a company that conform to the definition set out in paragraph Error:Reference source not found;

336. An investment made is the financing provided to a Single undertaking, regardless of the number of individual investment rounds, tranches, etc.

47 Licensed/Registered in a Member State of the European Union, the European Economic Area, the European Customs Union or a Member of the Organisation for Economic Development and Cooperation.

48 Within the meaning of the concept as explained in Typical fund structure, Professional standards handbook, Invest Europe, 2018.

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337. If more than one natural person has indicated its participation in the same transaction, the latter will be considered to comprise a single investment.

338. Several Acceptable instruments acquired in Related enterprises will be considered a single investment.

339. In addition, the investments should be made in enterprises, whose shares were not traded on a regulated financial instruments market as the date of the investment49.

340. The remaining eligibility requirements specified in paragraphs 66 to 86, i.e. those not specified in Section ‘Investments made’, will not apply to the assessment of the investments made.

341. The following will not be recognised as investments made:

341.1 investments between Linked enterprises;

341.2 investments within the meaning of paragraph 332 in another company within the meaning of the said paragraph, i.e. an investment made by the Fund of Funds (or an equivalent organisation);

341.3 essentially for the purpose of acquiring real property or investments relating to securitisation or transfer of amounts receivable or loans.

342. For the avoidance of doubt, the same experience used simultaneously by the AIF, the AIF Manager and the Investment Consultant will not be recognised.

343. Experience relating to parties and organisations which as at the date of acquiring the experience were included in a list of persons on which sanctions have been imposed by the European Union50 will not be recognised.

Number and amount of investment exits below EUR 200 000

344. In the last 84 (eighty-four) months as from the date of submission of the application, the Tenderer has made or participated in investments in Acceptable instruments in at least 10 (ten) enterprises in which the investing company has acquired an Acceptable instrument granting it a share interest in said company equity of at least 50 % (fifty percent). The total amount of the investment must be at least EUR 500 000 (five hundred thousand) or the equivalent of this amount in another currency on the basis of the rate of exchange of the EUR published by the European Central Bank as at the date of signature of the financial grant agreement51.

Number and amount of investment exits above EUR 200 000

345. In the last 84 (eighty-four) months as from the date of submission of the application, the Tenderer has made or participated in investments in Acceptable instruments in at least 5 (five) enterprises in which the investing company has acquired an Acceptable instrument granting it a share interest in said company equity of at least 50 % (fifty percent). The total amount of the investment must be at least EUR 5 000 000 (five million) or the equivalent of this amount in another currency on the basis of the rate of exchange of the EUR published by the European Central Bank as at the date of signature of the financial grant agreement52.

49 In accordance with Article 152 of the Financial Instruments Market Act.50 https://sanctionsmap.eu/#/main?search=%7B%22value%22:%22%22,%22searchType%22:%7B%7D%7D 51 The Tenderer must use the official rate of exchange published on the website of the European Central Bank:

https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/index.en.html Where the currency of the investment is different from the currencies listed on the URL provided, the Tenderer must use the official reference rate of exchange of the respective currency and the EUR published by the Central Bank of the respective country.

52 The Tenderer must use the official rate of exchange published on the website of the European Central Bank: https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/index.en.html Where the currency of the investment is different from the currencies listed on the URL provided, the Tenderer must use the official reference rate of exchange of the respective currency and the EUR published by the Central Bank of the respective country.

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https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/index.en.html


https://sanctionsmap.eu/#/main?search=%7B%22value%22:%22%22,%22searchType%22:%7B%7D%7D



Information about investments made

346. In Part IV ‘Selection Criteria’ of Section C ‘Technical and professional capacity’ of the SEPD, the Tenderer provides a list of the investments made in Acceptable Instruments in EUR, indicating at least the following:

List of investments made

Enterprise1 Acceptable instrument2

Amount (EUR)3

Rate of exchange4

Share in

equity

acquired

(%)5

Date6 Tenderer/Team members7

Company8 Evidence annexed9

Notes:

1 Name and company (EIK) number of the company in which the investment was made;

2 generic definition depending on the types of the Acceptable instrument, which may be shares, ordinary shares, privileged shares, convertible debt, subordinated debt with equity acquisition option, other. Where ‘Other’ is indicated, the Tenderer should provide brief information about the nature of the instrument used and an explanation of how it conforms to the definition of Acceptable instrument;

3 Where the investment was made in a currency other than EUR, the Tenderer must indicate the relevant amount in EUR calculated on the basis of the official rate of exchange of the European Central Bank as at the date of signature of the Financial Grant Agreement published on https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/index.en.html. Where the currency of the financial grant is different from the currencies listed on the URL provided, the tenderer must use the official reference rate of exchange of the respective currency and the EUR published by the Central Bank of the respective country;

4 The rate of exchange used to calculate the investment amount in EUR must be indicated where the financial grant is in a currency other than EUR and the date of the respective rate of exchange was calculated.

5 The Tenderer must specify the share in the equity of the company it has acquired or has an option to acquire by means of the Acceptable instrument.

6 Date of providing the financial grant, which is specified in, for example, a share acquisition agreement or in excerpts from relevant registers. The date must fall within the period indicated in the tender specification, i.e. not more than 84 (eighty-four) months as from the date of submission of the application.

7 Name of the Tenderer or consortium member, if applicable. Where the information provided refers to a natural person, the role of the person n the transaction must be specified, i.e.: Member of the team of the company that invested in Acceptable instruments; Member of the managing board of the company that invested in Acceptable instruments; Member of the Investment Committee of the company that invested in Acceptable instruments;

8 Name of the company that invested in Acceptable instruments;

9 Documents attesting to such experience must also be indicated/annexed.

Where there is no possibility to insert the List of investments in the format of the eSEPD, the list must be provided as pdf. document and annexed to the SEPD.

347. The Tenderer must submit evidence of compliance with paragraph 356 for investments made in respect of all transactions included in the List of investments made referred to in the foregoing paragraph.

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Requirements for investment exits

348. In the last 84 (eighty-four) months as from the date of submission of the application, the Tenderer has made or participated in at least 3 (three) exits from investments in the total amount of at least EUR 3 000 000 (five million) or the equivalent of this amount in another currency on the basis of the rate of exchange of the EUR published by the European Central Bank as at the date of signature of the financial grant agreement53.

349. For the purpose of Selection criteria, Investment exits must comply in all material respects with the requirements stipulated in this Tender Specification. For the avoidance of doubt, the eligibility requirements for End recipients do not apply to this paragraph.

350. In addition, where more than one Key personindicates experience in the same transaction, the latter will be considered a single exit.

351. An investment exit will be considered the exit from a single undertaking, regardless of whether undertaken in one transaction or in several stages.

352. For the purpose of Selection criteria, exits undertaken essentially for the purpose of selling real property or investments relating to securitisation or transfer of amounts receivable or loans will not be recognised.

353. Exits in which the Investors received a smaller amount than that invested will not be recognised as exit experience. In order to ascertain compliance with the stated requirement, Tenderers must provide evidence of the invested amount and that received from the exit.

Information about exits

354. In Part IV ‘Selection Criteria’ of Section C ‘Technical and professional capacity’, point 16 of the SEPD, the Tenderer provides a list of the exits from Acceptable Instruments in EUR or the equivalent amounts in other currencies calculated on the basis of the rate of exchange published on the website of the European Central Bank on the exit date, indicating at least the following:

List of Investment exits

Enterprise1 Acceptable instrument2

Investment amount (EUR)3

Exit amount (EUR)3

Exchange rate4

Date5 Tenderer/ team member(s)6

Company7 Evidence provided7

Notes:

1 Name and company (EIK) number of the company in which the investment was made;

2 generic definition depending on the types of the Acceptable instrument, which may be shares, ordinary shares, privileged shares, convertible debt, subordinated debt with equity acquisition option, other. Where ‘Other’ is indicated, the Tenderer should provide brief information about the nature of the instrument used and an explanation of how it conforms to the definition of Acceptable instrument;

3 Where the investment was made in a currency other than EUR, the Tenderer must indicate the relevant amount in EUR calculated on the basis of the official rate of exchange of the European Central Bank as at the date of signature of the Financial Grant Agreement published on https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/index.en.html. Where the currency of the financial grant is different from the currencies listed on the URL provided, the tenderer must use the official reference rate of exchange of the respective currency and the EUR published by the Central Bank of the respective country;

4 The rate of exchange used to calculate the investment amount in EUR must be indicated where the financial grant is in a currency other than EUR and the date of the respective rate of exchange was calculated;

5 Exit date specified in, for example, a share acquisition agreement or in excerpts from relevant registers. The date must fall within the period indicated in the tender specification, i.e. not more than 84 (eighty-four) months as from the date of submission of the application;

6 Name of the Tenderer or consortium member, if applicable. Where the information provided refers to a natural person, the role of the person n the transaction must be specified, i.e.:

53 The Tenderer must use the official rate of exchange published on the website of the European Central Bank: https://www.ecb.europa.eu/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/index.en.html. Where the currency of the investment is different from the currencies listed on the URL provided, the Tenderer must use the official reference rate of exchange of the respective currency and the EUR published by the Central Bank of the respective country.

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o Member of the team of the company that exited the Acceptable instruments;o Member of the managing board of the company that exited Acceptable instruments

o Member of the Investment Committee of the company that exited Acceptable instruments;

7 Name of the company that exited Acceptable instruments;

8 Documents attesting to such experience must also be indicated/annexed.

Where there is no possibility to insert the List of exits from investments in the format of the eSEPD, the list must be provided as pdf. document and annexed to the SEPD.

355. The Tenderer must submit evidence of compliance with paragraph 356 for investments made in respect of all exits included in the List of exits investments made referred to in the foregoing paragraph.

Evidence to be provided in respect of investments, respectively exits from investments

356. For the purpose of demonstrating compliance with the requirements for investments, respectively exits from investments, the Tenderer must provide evidence of its links (respectively the links of the consortium members) and the company referred to in paragraph 332 that made, respectively exited, the investment and conducted the respective transaction.

357. The evidence of the relationship between the Tenderer (respectively consortium member) and the company54 that invested in/respectively exited the investment, includes one or several of the following documents:

357.1 an employment contract, which clearly indicates the role of the respective Team/Investment Committee member;

357.2 a management services agreement;

357.3 documents (i.e. private offering memoranda, investor agreements and equivalent instruments), which clearly specify the role of the respective Team/Investment Committee member;

357.4 an excerpt from the Commercial Register (or equivalent register, depending on the jurisdiction) or another public register, certified copies of founding documents, statutes, articles of association, book of shareholders or a good standing certificate;

357.5 A decision adopted by the management or control bodies or another body of the company, including the Investment Committee.

358. Evidence of the relationship between the company that made, respectively exited from, the investment, including one or several of the following documents:

358.1 agreements on making available or on the disposal of/sale of an Acceptable instrument (for example a sale and purchase agreement, convertible debt agreement or another equivalent document);

358.2 with regard to the company in which the investment was made, respectively exited, an excerpt from the Commercial Register (or equivalent register, depending on the jurisdiction) or another public register, certified copies of founding instruments, statutes, articles of association or the book of shareholders;

358.3 with regard to the enterprise and/or company that made the investment, respectively exit, the annual financial statements together with all annexes thereto;

358.4 Investor’s report55;

54 Or a respective company of the same group, if evidence in respect of that company has been provided.55 Standard investor report submitted to the Investors in an investment fund on a regular basis.

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358.5 a decision of the managing and supervisory bodies or another body of the company relating to the investment, respectively exit.

359. Evidence of the relationship between the investment, respectively exit, and the Applicant/Tenderer (respectively consortium member) must contain one or several of the following documents:

359.1 letters of reference, reference or other documents demonstrating the relationship between the investment, respectively exit from the investment, and the respective person, from the company in which the investment, respectively exit from the investment, was made;

359.2 letters of reference or other applicable reference documents demonstrating the relationship between the investment/exit and the respective person, from the AIF, respectively the AIF Manager or its Investment Consultant, and companies involved in the investment56, respectively exit, within the meaning of paragraph 332.

360. The evidence must demonstrate compliance with the requirements stipulated in paragraphs 357 to 359 and include, at minimum, the amount and date of the investment, the enterprise in which an Acceptable instrument was invested, respectively an investment was exited, the investor, and the capacity in which said person made or participated in, respectively exited, the investment.

QUALITY MANAGEMENT SYSTEMS

361. This Section sets out a number of requirements for the organisational structure, management framework, financial reporting arrangements and investment approach the Tenderer is required to apply or undertake to apply in order to be found eligible to participate in the tender.

362. The FMFIB does not have a formal requirement for the volume of the information to be provided in connection with the criteria below but should nevertheless strive to present the information clearly and concisely. A recommended volume, expressed in words, is indicated for the descriptions to be provided.

Organisational structure and management framework (recommended volume 700 words)

Requirements

363. Eligible Tenderers must undertake to apply quality management systems, including internal rules on the structure and management of the activity, in line with the Applicable Standards and the requirements and conditions for implementation of the public procurement contract, which include, at minimum:

363.1 Organisation structure and management framework of the Alternative Investment Fund Manager (AIFM) and of the Fund that ensure a proper separation of the responsibilities and functions between all parties to be engaged in the implementation of the Financial Instrument.

363.2 Approach to business planning, results monitoring and taking corrective action, as appropriate;

363.3 Business continuity process in the case of contingencies;

363.4 Approach to the management of sensitive information and documents;

363.5 Approach to outsourcing essential functions to external contractors (for example, accounting, trust and other services);

363.6 Approach to operational risk management via the professional liability of the Fund Manager (for example maintaining a minimum level of own funds, occupational insurance, etc, at the discretion of the Tenderer).

56 The information provided by the Applicant can be verified by the Contracting Authority by contacting the person/body that provided the letter of reference or other reference document.

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363.7 Procedure for winding up the Fund and/or extending its term.

Evidence of compliance

364. The Applicant proves compliance with the stated requirement by providing the following information in Part IV, Section C of the SEPD:

364.1 A short description of the organisational structure and management framework put in place, including a description of the individual organisational units to be involved in Financial Instrument implementation and the allocation of responsibilities between them;

364.2 A list and general description of the internal organisational rules and management and control procedures applied by the Applicant, which at minimum include the elements mentioned above;

364.3 Where applicable, the Applicant provides a list and description of recommendations and mandatory instructions received from regulatory bodies, audit institutions, certifying bodies or other external organisations with control functions in connection with necessary improvements of the organisational structure and management framework received in the last 24 (twenty-four) months. Where necessary, the Applicant must also provide information about the implementation of the recommendations received or the manner in which they will be addressed with a view to ensuring compliance with the stated selection criteria.

365. Where the Applicant conforms to the definition of Other applicants set out in paragraphs 330 and 331 of Section ‘Eligibility’ above or where it is unable to satisfy the requirements for structure and procedures in full, it must present a short description in the form in which these will be applied in the context of TTF management. The description must conform the requirements stipulated above, the specific nature of the services to be provided under the public procurement contract and Applicable Standards.

Human resources management (recommended volume 400 words)

Requirements

366. In order to be found eligible to participate in the tender, the Applicant must implement or undertake to put in place human resource management systems or rules that are in line with Applicable Standards, including in respect of:

366.1 Personnel selection;

366.2 Administration;

366.3 Training; and

366.4 Performance-based remuneration.

367. The human resources management framework should include anti-corruption rules and rules on the prevention of financial crimes, money laundering and conflicts of interest.

368. The human resources management framework must include procedures safeguarding the Fund Manager in the event of departure of a Key person.

Evidence of compliance

369. Applicants are required to demonstrate compliance with the stated requirement by providing a short description, in Part IV, Section C of the SEPD, of the human resources management systems and rules, which contain at least the elements mentioned above.

370. Where the Applicant conforms to the definition of Other applicants set out in paragraphs 330 and 331 of Section ‘Eligibility’ above or where it is unable to satisfy the requirements for structure and procedures in full, it must present a short description in the form in which these will be applied in the context of TTF management. The description must conform the requirements stipulated above, the

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specific nature of the services to be provided under the public procurement contract and Applicable Standards.

Accounting system (recommended volume 400 words)

Requirements

371. In order to be found eligible, Applicants must put in place a financial reporting system and follow an approach that ensures timely, accurate, full and reliable information on the progress and results achieved in Financial Instrument implementation. The system must conform to the following requirements:

371.1 Provides at least a possibility for each transaction of the Fund to be traced to its origin, the parties to it and its nature clearly identified and the time and place where it took place verified;

371.2 Keeps accounting registers for the purpose of financial reporting in relation to paid funds provided by the FMFIB and the other Investors;

371.3 Provide levels of access that enable independent external review for the purpose of verifying the financial data set out in the documents referred to in paragraph 162 and other key parameters.

371.4 It is protected against unauthorised access through clear rights governing access to the system and allocation of responsibilities (data processing rights) and transaction authorisation rules and built-in controls that ensure compliance with said rules.

371.5 It is protected against loss of information via data back-up and other solutions; and

371.6 It is aligned to the specific nature of the services to be provided under the public procurement contract and complies with Applicable Standards.

Evidence of compliance with requirements

372. The Applicant must demonstrate Compliance with the stated requirement by providing a short description, in Part IV, Section C of the SEPD, of the main parameters and requirements for the accounting system used that at minimum contains the elements mentioned above.

373. Where the Applicant conforms to the definition of Other applicants set out in paragraphs 330 and 331 of Section ‘Eligibility’ above or where it is unable to satisfy the requirements for the accounting system in full, it must present a short description in the form in which the system will be applied in the context of TTF management. The description must conform the requirements stipulated above, the specific nature of the services to be provided under the public procurement contract and Applicable Standards.

Internal control system (recommended volume 300 words)

Requirements

374. In order to be found eligible, Applicants must have implemented and apply a quality management system that ensures the application of an efficient and effective internal control system that satisfies the following criteria:

374.1 Ensures an adequate control environment and compliance with applicable procedures for the purpose of identifying, measuring, tracking and mitigating financial, legal, commercial, reputational and other risks;

374.2 Covers all essential processes;

374.3 Operates independently throughout the organisation; and

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374.4 It is aligned to the specific nature of the services to be provided under the public procurement contract and complies with Applicable Standards.

Evidence of compliance with the stated requirements

375. The Applicant must demonstrate Compliance with the stated requirement by providing a short description, in Part IV, Section C of the SEPD, of the main parameters and requirements for the internal control system used that at minimum contains the elements mentioned above.

376. Where the Applicant conforms to the definition of Other applicants set out in paragraphs 330 and 331 of Section ‘Eligibility’ above or where it is unable to satisfy the requirements for the internal control system in full, it must present a short description in the form in which the system will be applied in the context of TTF management. The description must conform the requirements stipulated above, the specific nature of the services to be provided under the public procurement contract and Applicable Standards.

Evaluation by End recipients (recommended volume 600 words)

Requirements

377. In order to be found eligible, Applicants must apply systems and rules for the selection and appraisal of End recipients in the context of investments that satisfy at least the following criteria:

377.1 An approach to identifying potential End recipients and verifying their compliance with the eligibility requirements for the investment;

377.2 A strategy for and approach to co-operation with research organisations;

377.3 A policy and criteria for assessing the effectiveness/viability and investment readiness level of End recipients;

377.4 The conditions applicable to the investments, including the requirements for End recipients, in addition to the eligibility criteria set out in the Tender Specification (including the documents that may be required in connection with this);

377.5 Procedures in relation to the scope of the due diligence of End recipients;

377.6 Monitoring procedures that cover the targeted use of investments, the financial situation of End recipients and an early warning system;

377.7 procedures applicable to the purchase or sale of investments from an investment fund managed by the Tenderer or parties related to it;

377.8 Risk management policy, and more specifically the methods used to determine the risk appetite and estimating the risk for the portfolio and individual investments; and

377.9 The approach, rules and procedures used to appraise End recipients should take into account the specific nature of the services to be provided under the public procurement contract and Applicable Standards.

Evidence of compliance with requirements

378. The Applicant must demonstrate Compliance with the stated requirement by providing a short description, in Part IV, Section C of the SEPD, of the main parameters and requirements for the systems and rules for appraisal of End recipients that at minimum contain the elements mentioned above.

379. Where the Applicant conforms to the definition of Other applicants set out in paragraphs 330 and 331 of Section ‘Eligibility’ above or where it is unable to satisfy the requirements for the systems and rules in full, it must present a short description in the form in which the system will be applied in the context of TTF management. The description must conform the requirements stipulated above, the

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specific nature of the services to be provided under the public procurement contract and Applicable Standards.

380. The Fund Manager must appraise End recipients by applying systems or rules for the management of the so-called scientific risk, relying on in-house and/or external know-how. In connection with this, the relevant procedures may be based on concepts such as Technological Readiness Level (TRL) or its equivalent in the case of a non-technological innovation (i.e. Innovation Readiness Level, IRL) in the analysis of an Eligible Investment. In the description of the procedures applies, the Applicant must specify the technological or equivalent readiness level it will strive to achieve as regards the Eligible Investments under the Commercialisation Sub-fund.

Capital raising and co-investment procedures (recommended volume 400 words)

Requirements

381. In order to be found eligible to participate in the tender, the Applicant must apply capital raising and co-investment procedures that at minimum include:

381.1 A description of the approach followed to identify and select Joint investors and Co-investors;

381.2 Policies and procedures for working with Joint investors and Co-investors; and

381.3 Policies and an approach for identifying Independent Private Investors that take into account the specific nature of the services to be provided under the public procurement contract and Applicable Standards.


382. The Applicant must demonstrate Compliance with the stated requirement for raising capital by providing a short description, in Part IV, Section C of the SEPD, of the main parameters and requirements for the systems and rules for appraisal of End recipients that at minimum contain the elements mentioned above.

383. Where the Applicant conforms to the definition of Other applicants set out in paragraphs 330 and 331 of Section ‘Eligibility’ above or where it is unable to satisfy the requirements for the relevant procedures in full, it must present a short description in the form in which the system will be applied in the context of TTF management. The description must conform the requirements stipulated above, the specific nature of the services to be provided under the public procurement contract and Applicable Standards.

Investment activity. Assistance provided to End recipients (recommended volume 600 words)

Requirements

384. In order to be found eligible to participate in the tender, the Applicant must apply investment procedures that at minimum include:

384.1 Rules and procedures for making investment decisions;

384.2 Pricing as regards the assistance provided to End recipients, including an approach to evaluating and determining the size of investments in End recipients, the size of the share acquired, potential use of a combination of financial derivatives, Subsequent investment, holding period;

384.3 Policies on the level of intervention in the corporate strategy and management of End recipients with a view to adding value to enterprises;

384.4 Investment management, including monitoring, procedures;

384.5 Procedures and rules for decision-making in relation to Subsequent Investments during and after the Investment period;

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384.6 Procedures and rules for decision-making in relation to Investment exits;

384.7 Procedures and rules for the management of investments performing below expectations;

384.8 Policies and procedures for planning investments and tracking results;

384.9 The policies and an approach to investments must take into account the specific nature of the services to be provided under the public procurement contract and Applicable Standards.


385. The Applicant must demonstrate Compliance with the stated requirement for investments by providing a short description, in Part IV, Section C of the SEPD, of the main parameters and requirements for the systems and rules for appraisal of End recipients that at minimum contain the elements mentioned above.


Management of conflicts of interest (recommended volume 150 words)

Requirements

387. In order to be found eligible to participate in the tender, the Applicant must apply rules and procedures for identifying and managing conflicts of interest between the Fund Manager, the parties related to it, Joint Investors, End recipients and potential Co-investors (if applicable).


388. The Applicant must demonstrate Compliance with the stated requirement for identifying and managing conflicts of interest between the Fund Manager, the parties related to it, Joint Investors, End recipients and potential Co-investors (if applicable) by providing a short description, in Part IV, Section C of the SEPD.


Corporate communication and publicity (recommended volume 100 words)

Requirements

390. In order to be found eligible to participate in the tender, the Applicant must apply investment procedures for corporate communication and publicity of TTF activity that at minimum include:

390.1 The approach to publicity and presentation of TTF activity;

390.2 Policy on the management of corporate communications; and

390.3 The requirements envisaged in Article 115, Annex XII of the CPR.


391. The Applicant must demonstrate Compliance with the stated requirement for corporate communications and publicity by providing a short description, in Part IV, Section C of the SEPD, of

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the main parameters and requirements for the systems and rules for appraisal of End recipients that at minimum contain the elements mentioned above.


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SECTION V. AWARD CRITERIA

393. The Contracting Authority will select the most economically advantageous offer on the basis of the ‘best value for money’ criterion.

394. Only proposals that satisfy the minimum mandatory requirements and other conditions specified by the Contracting Authority will be reviewed and ranked by the Contracting Authority.

395. Each proposal found to satisfy the above requirements will receive a respective comprehensive evaluation (Comprehensive evaluation) on the basis of three indicators:

395.1 ‘Experience’ criterion (Experience) for which a maximum of 51 (fifty-one) points may be awarded;

395.2 ‘Management Plan’ criterion (Plan) for which a maximum of 35 (thirty-five) points may be awarded;

395.3 ‘Financial evaluation’ criterion (Financial evaluation) for which a maximum of 14 (fourteen) points may be awarded.

396. The maximum Comprehensive evaluation of each offer is 100 (one hundred) points. The proposal, which has been awarded the highest number of points, will be ranked in the first place.

397. For the purpose of the Comprehensive Evaluation all fractions in the results obtained will be rounded to two decimal places. Where the digit in the third decimal place is lower than 5 (five), the figure will be rounded down and where it is higher than 5 (five), it will be rounded up.

398. The proposals submitted by Applicants/Tenderers for each individual criterion will also be rounded to two decimal places.

399. The formula on the basis of which the Comprehensive Evaluation of the proposals submitted by the Applicants/Tenderers is as follows:

Comprehensive evaluation (n )=Experience (n )+Management plan (n )+Financialevaluation (n)

Where:

n is the consecutive number of the Applicant;

Complex Evaluation (n): is the comprehensive evaluation of Applicant n;

Experience (n): the total number of points of Applicant n for the experience indicator;

Management Plan (n): the total number of points awarded to Tenderer n under the Management Plan indicator;

Financial Evaluation (n): the total number of points awarded to Tenderer n under the Financial Evaluation indicator.

400. The table below sets out a summary of the sub-criteria of each of the criteria mentioned above.

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Evaluation framework overview

No Sub-criterion PointsExperience

EXP1 Direct experience in investing amounts of up to EUR 200 000 7EXP 2 Direct experience in investing amounts above EUR 200 000 8EXP 3 Key person experience in investment exits 8EXP 4 Research experience modifier 9EXP 5 Direct experience in investment: 10EXP 5.1 Modifier ‘Investments in innovative enterprises’ 5EXP 5.2 Modifier Investments in enterprises cooperating with research organisations 5EXP 6 Experience in operational management and financial consultancy 5EXP 7 Joint experience of the team 4

51PlanPLN1 Time commitment of Key persons 3PLN2 Funds raised from Independent Private Investors 15PLN2.1 Total amount of funds raised from Independent private investors 5PLN2.2 Funds from Independent Private Investors at Fund level 7PLN2.3 Letters of intent from professional investors 3PLN3 Number of agreements signed and/or letters of intent (from) local and international partners 3PLN4 Number of agreements signed and/or Letters of intent from research organisations 6PLN5 List of potential transactions 6PLN6 Implementation of professional standards 2

35Financial ScoreFS1 Amount of investment of the Applicant/Tenderer in the Fund 6FS2 Cumulative Management fee for the entire life span of the Fund 4FS3 Hurdle rate 4

14100

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EXPERIENCE

401. The experience (EXP) sub-indicator carries a maximum of 51 (fifty-one) points and is calculated on the basis of the following formula:

exp=exp 1+exp 2+exp 3+exp 4+exp 5+exp 6+exp 7

Approach to determining and providing evidence of experience. Team

402. Without setting a limit to the maximum number of members of the Applicant’s team, for the purpose of evaluation on the basis of the Experience criterion, the FMFIB will include in its evaluation up to 5 (five) Key persons indicated in the Applicant’s proposal.

403. The Applicant may indicate one or several Key persons for the purpose of evaluation on the basis of individual sub-criteria. Where the Applicant proposes more than one Key person, their experience will be summed up.

404. Only persons who satisfy the definition of Key person set out in the Tender Specification will be evaluated.

405. Each Key person should be proposed for evaluation in respect of at least one of the sub-criteria of the Experience criterion.

406. The Applicant could detail the experience of the respective Key persons since 1 January 2010 up to the date of the application.

407. Notwithstanding the above, in its Technical Proposal the tenderer must present the experience of its entire team.

408. Where a Key person has overlapping experience (i.e. experience that is relevant to two or more sub-indicators), the most extensive experience will be taken into account without cumulating the experience in more than one area gained over the same period.

409. The Committee will calculate the length of experience rounding it to the month. Where a Key person has been engaged in the respective activity for more than 15 (fifteen) calendar days a month, a full month will be counted for the purpose of calculating the length of experience.

EXP1 – Direct experience in investing up to EUR 200 000

410. The sub-criterion carries a maximum of 7 (seven) points.

411. The sub-criterion EXP1 evaluates the professional experience of the individual Key persons indicated by the Applicant in the proposal on contract implementation in relation to the number of investments in which the relevant Key person was directly involved. Each investment must be in the amount of at least EUR 15 000 (fifteen thousand) up to EUR 200 000 (two hundred thousand).

412. Each Key person evaluated on the basis of sub-criterion EXP1 should have at least 24 (twenty-four) months of experience in investing in Acceptable Instruments. No points will be awarded to Applicants who do not satisfy the aforementioned requirement.

413. In order to recognise the experience of a Key person under sub-criterion EXP1, the Key person should demonstrate experience of direct involvement in investing in Acceptable Instruments:

413.1 In the capacity of the person referred to in sub-paragraphs 333.1 to Error: Reference sourcenot found; and

413.2 in at least 10 (ten) enterprises in which the company referred to in paragraph 332 has acquired an Acceptable Instrument carrying an option of acquiring at least 50 % of the company equity, with the amount of the investment made being at least EUR 15 000; and

413.3 who satisfy the requirements laid down in paragraphs 335 to 343.

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414. For the purpose of calculating investment volume, the Evaluation Committee will also take into account the Co-investments made within the same transaction. To this end, the following must be provided: (i) signed agreements between the AIF and/or Other Companies investing in Acceptable Instruments in connection with which the relevant experience was acquired and the respective Co-investors; and (ii) the amount of the Co-investments indicated will be recognised solely up to the amount of the investment made by the respective AIF and/or Other Companies investing in Acceptable Instruments.

415. Experience under sub-criterion EXP1 is proven by the acceptable documents referred to in paragraphs 357 to Error: Reference source not found.

416. Under this sub-criterion points are awarded as follows:

Matrix for evaluation of direct experience in investing up to EUR 200 000 of Key persons

More than EUR 500 000 up to EUR 900 000, incl.

More than EUR 900 000 up to EUR 1.5 mln., incl.

More than EUR 1.5 mln.,

incl.11 to 15 investments, including 3 4 516 to 20 investments, including 4 5 621 or more investments 5 6 7

417. To calculate the points using the matrix, the total number of investments made by all Key persons and the total amount of the financing provided in connection with them will be taken into account.

418. In addition, where a Key person has indicated experience in the same transaction, the transaction in question will be considered a single investment.

419. Proposals that contain a smaller number of investments, in terms of amount or number, will not be awarded any points.

EXP2 – Direct experience in investing more than EUR 200 000

420. The sub-criterion carries a maximum of 8 (eight) points.

421. The sub-criterion EXP2 evaluates the professional experience of the individual Key persons indicated by the Applicant in the proposal on contract implementation in relation to the number of investments in which the relevant Key person was directly involved. Each investment must be in the amount of more than EUR 200 000 (two hundred thousand).

422. Each Key person evaluated on the basis of sub-criterion EXP2 should have at least 24 (twenty-four) months of experience in investing in Acceptable Instruments. No points will be awarded to Applicants who do not satisfy the aforementioned requirement.

423. In order to recognise the experience of a Key person under sub-criterion EXP2, the Key person should demonstrate experience in direct involvement in investing in Acceptable Instruments:

423.1 In the capacity of the person referred to in sub-paragraphs 333.1 to Error: Reference sourcenot found; and

423.2 in at least 5 (five) enterprises in which the company referred to in paragraph 332 has acquired an Acceptable Instrument carrying an option of acquiring at least 50 % of the company equity, with the amount of the investment made being at least EUR 200 000; and

423.3 who satisfy the requirements laid down in paragraphs 335 to 343.

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424. For the purpose of calculating investment volume, the Evaluation Committee will also take into account the Co-investments made within the same transaction. To this end, the following must be provided: (i) signed agreements between the AIF and/or Other Companies investing in Acceptable Instruments in connection with which the relevant experience was acquired and the respective Co-investors; and (ii) the amount of the Co-investments indicated will be recognised solely up to the amount of the investment made by the respective AIF and/or Other Companies investing in Acceptable Instruments.


426. Under this sub-criterion points will be awarded as follows:

Matrix for evaluation of direct experience in investing more than EUR 200 000 of Key persons

EUR 6 mln. up to EUR 10 mln.



EUR 22 mln. or more

6 or 7 investments 3 4 5 68 or 9 investments 4 5 6 710 or more investments 5 6 7 8

427. To calculate the points to be awarded using the matrix, the total number of investments made by all Key persons and the total amount of the financing provided in connection with them will be taken into account.

428. In addition, where a Key person has indicated experience in the same transaction, the transaction in question will be considered a single investment.


EXP3 — Experience of Key persons in investment exits

430. The sub-criterion carries a maximum of 8 (eight) points.

431. The sub-criterion EXP3 evaluates the professional experience of the individual Key persons indicated by the Applicant in the proposal in Investment exits in accordance with the requirements laid down in paragraphs 348 to 355.

432. In order to recognise the experience of Key persons under sub-criterion EXP3, the Key persons should demonstrate experienced gained through direct participation in the respective Investment exit in accordance with the requirements stipulated in paragraph 333.


434. Under this sub-criterion points will be awarded as follows:

Matrix for evaluation of direct experience of Key persons in Investment exits




EUR 15 mln. or more

4 or 5 exits 3 4 5 66 or 7 exits 4 5 6 78 or more exits 5 6 7 8

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435. To calculate the points to be awarded using the matrix, the total number of Investment exits by all Key persons and their total amount will be taken into account.

436. In addition, where a Key person has indicated experience in the same transaction, the transaction in question will be considered a single investment exit.


EXP4 – Modifier ‘Research experience’

438. The modifier carries a total of 9 (nine) points.

439. The sub-criterion EXP4 evaluates the research experience of the Key persons proposed for evaluation under EXP1 and/or EXP2 and/or EXP3 in the Tenderer’s proposal on contract performance.

440. The Tenderer may not propose more than three Key persons for evaluation under this sub-criterion.

441. The number of points awarded under EXP1, EXP2 and EXP3 are added to the points awarded under paragraph 438, where the Key person satisfies at least one of the following requirements:

441.1 they hold an academic and/or doctoral degree in the sciences or in one or several of the thematic areas of the Innovation Strategy for Smart Innovation (ISIS); and/or

441.2 they have been members of the Science Council/Board of a national or EU programme for the development of science and innovation (i.e. CREA, EPLUS, HERC, H2020, COSME, etc.); and/or

441.3 is a member of an association/organisation for cooperation between researchers and organisations, enterprises and investors (i.e. EURAXESS, CORDIS, Enterprise Europe Network, NETWATCH, other organisations/associations approved for financing under Horizon 2020, etc.); and/or

441.4 is the author/co-author of research, patents and/or studies and/or at least 3 papers published in a science journal; and/or

441.5 has sponsored/received sponsorship for a research organisation, researcher and/or specific research; and/or

441.6 has provided/received a scholarship or award for conducted research or published research; and/or

441.7 has acted as contractor for the purpose of receiving financing under a framework programme for research for technological development and demonstration.

442. Experience under sub-criterion EXP4 is proven by the submission of letters of reference, other reference documents, excerpts from public registers and other applicable documents and information about the activities performed under paragraphs 441.1 to 441.7, which the Key person wishes to be considered as part of the evaluation.

EXP5 – Direct experience of investing in the target enterprises

443. The sub-indicator carries a maximum of 10 (ten) calculated on the basis of the following formula:

exp 5 (n )=exp5.1 (n )+exp5.2 (n )

Where:

n is the consecutive number of the Tenderer;

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EXP5(n): is the evaluation of the proposal on the basis of sub=criterion ‘Direct experience of investing in the target enterprises’ of Tenderer n

EXP5.1(n): the evaluation of the proposal on the basis of sub-criterion ‘Experience of Tenderer n of investing in innovative enterprises’

EXP5.2(n): the evaluation of the proposal on the basis of sub-criterion ‘Experience of Tenderer n in investing in enterprises cooperating with research organisations’

EXP5.1 – Modifier ‘Experience in investing in innovative enterprises’

444. The sub-criterion carries a maximum of 5 five) points.

445. The sub-criterion EXP5.1 evaluates the professional experience of specific Key persons and specific investments on the basis of sub-criteria EXP1 and/or EXP2, as designated by the Tenderer’s proposal for contract implementation in connection with the number of investments in Innovative enterprises that the Key persons have been directly involved in in the capacity as the persons referred to in paragraph 333.

446. For the purpose of the evaluation, the experience of Key persons will be summed up, unless it relates to a single investment.

447. Experience under sub-criterion EXP5.1 may be proven by providing the acceptable documents referred to in paragraphs 357 to 359. Evidence of compliance with the criteria for Innovative enterprise for the purpose of evaluation under this sub-criterion may also comprise letters of reference, other reference documents, excerpts from public registers, annual reports on activity and other applicable documents.

448. Evaluation under this sub-criterion will be based on the following evaluation matrix:

Matrix for evaluation of the experience of Key persons of investing in Innovative enterprises, number

PointsMore than 15 (fifteen) Innovative enterprises 510 (ten) up to and including 15 (fifteen) Innovative enterprises 46 (six) up to and including 9 (nine) Innovative enterprises 3At least 5 (five) Innovative enterprises 2

449. Proposals that contain less than 5 (five) investments in Innovative enterprises will not be awarded any points.

EXP5.2 – Modifier ‘Experience of investing in companies co-operating with research organisations’

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450. The sub-criterion carries a maximum of (5 five) points.

451. The sub-criterion EXP5.2 evaluates the professional experience of specific Key persons and specific investments on the basis of sub-criteria EXP1 and/or EXP2, as designated by the Tenderer’s proposal for contract implementation in connection with the number of investments in companies co-operating with research organisations and/or researchers.

452. For the purpose of the evaluation, the experience of Key persons will be summed up, unless it relates to a single investment.

453. In order to recognise the experience of a Key person in investments in enterprises co-operating with research organisations and/or researchers, contract or agreement on co-operation must be provided under which a payment of at least EUR 5 000 (or the BGN equivalent of this amount) has been made, accompanied by a bank statement, and/or containing a clause providing for the participation of the research organisation and/or the researchers in the capital of the enterprises and/or providing for a royalty payment.

454. The Contracting Authority will not recognise experience in investment in co-operation with Research organisations activities that are expressly excluded from the scope of R&D&I as specified in Article 19 of Regulation (EU) No 1291/2013 of the European Parliament and of the Council on establishing Horizon 202057.

455. Evidence of experience in investing in enterprises co-operating with Research organisations and/or researchers may comprise one or several of the following documents:

455.1 contracts or licensing agreements concluded with a Research organisation and/or researcher for the provision of specific research service or conducting research;

455.2 contracts or agreements on partnership and co-operation under which the Research organisation and the enterprise are independent parties;

455.3 letters of notification and/or memorandums of co-operation;

455.4 Technology transfer agreements58;

455.5 Contracts and agreements for the commercialisation of the results of research.


Matrix for evaluation of the experience of Key persons of investing in Enterprises co-operating with research organisations, number

PointsMore than 10 (ten) enterprises 58 (eight) up to and including 10 (ten) enterprises 44 (four) up to and including 7 (seven) enterprises 3At least 3 (three) enterprises 2

457. Proposals that contain less than 3 (three) investments in Enterprises co-operating with research organisations will not be awarded any points.

EXP6 – Key person experience in operational management and/or financial consultancy services

57 Financing will not be provided for research activities in the following areas: (a) the cloning of human beings for reproductive purposes (b) research activity intended to modify the genetic heritage of human beings which could make such changes heritable; and the (c) creation of human embryos solely for the purpose of research or for the purpose of stem cell procurement, including by means of somatic cell nuclear transfer58 Includes know-how, and parents, utility models, industrial rights, topographies of semi-conductor products, supplementary protection certificates for medicinal products or other products for which such supplementary protection certificates may be obtained and plant breeder's certificates, copyright certificates in software products or combinations of such products and applications for such rights and their registration.

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458. The sub-criterion carries a maximum of 5 (five) points.

459. The sub-criterion evaluates the arithmetic average experience of the Key persons designated by the Tenderer in the proposal in corporate management and development in the last 84 (eighty-four) calendar months prior to the submission of the application.

460. The Tenderer may specify one or several Key persons to be evaluated on the basis of this sub-criterion.

461. For their experience to be recognised, the Key persons must have experience as:

461.1 members of the managing bodies of a company carrying a responsibility for the day-to-day management of the affairs of the company, except for experience acquired as a result of equity shares acquired in an enterprise as a result of an investment made by an AIF or another company investing in Acceptable Instruments; and/or

461.2 Founders or co-founders of an Innovative Enterprise; and/or

461.3 Director responsible for operations and/or a similar position in which the Key person was directly responsible for the management and allocation of the resources of the company; and/or the design, development and improvement of key processes; and/or the planning and monitoring of key performance indicators; and/or

461.4 Financial Director or a similar position in which the Key person was directly responsible for the management and for the financial and accounting functions and financial reporting of an enterprise. The Key person had responsibility for the quality of financial reporting and/or budgeting, planning and management reporting on activity; and/or

461.5 Business Development Director, Sales Director or a similar position in which the Key person was directly responsible for the development and marketing of the key products of the company and for managing and expanding its client base;

461.6 A member of the managing bodies and/or the financial management team of a credit institution or investment broker engaged in investment banking and corporate finance, including experience in mergers, acquisitions, joint ventures, financial restructuring, fundraising, etc.

462. Experience under EXP6 is proven by the acceptable documents referred to in paragraphs 357 to 359.

463. In case of overlapping of the time periods in which the relevant experience was gained, the longer time period in which relevant experience was gained will be taken into consideration without cumulation.


Matrix for evaluation of the direct experience in operational management and/or financial consultancy of Key persons, years

PointsMore than 60 (sixty) months of experience 548 (forty-eight) up to and including 60 (sixty) months of experience 436 (thirty-six) up to and including 48 (forty-eight) months of experience 324 (twenty-four) up to and including 48 (forty-eight) months of experience 2

465. Proposals that contain less than 24 (twenty-four) months of experience will not be awarded any points.

EXP7 — Experience in joint activity (length)

466. The sub-criterion carries a maximum of 4 (four) points.

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467. The sub-criterion EXP7 evaluates the experience of Key persons in joint activities. At least one of the Key persons proposed for evaluation under this sub-criterion must have been awarded points under the sub-criteria EXP1, EXP2, EXP3 and/or EXP6.

468. For experience under this criterion to be recognised, the experience must be obtained in the framework of working for an organisation co-operating with another under at least one project.

469. Experience under EXP7 may be proven by:

469.1 the documents referred to in paragraphs 357 to 359, which demonstrate the role of the respective Key person in the team; and

469.2 letters of reference, other reference or other applicable documents demonstrating the Key persons worker jointly in the framework of at least one project and indicating the length of the joint experience gained.

470. Points under this criterion will be awarded as follows:

Experience in joint activity (length)

PointsMore than 48 (forty-eight) months 4More than 36 (thirty-six) months up to and including 48 (forty-eight) months 3More than 24 (twenty-dour) months up to and including 36 (thirty-six) months 212 (twelve) months up to and including 24 (twenty-four) months 1Less than 12 (twelve) months 0

PLAN

471. The Plan criterion carries a maximum of 35 (thirty-five) points calculated on the basis of the following formula:

Plan (n )=PLN 1 ( n )+ PLN 2 (n )+PLN 3 (n )+PLN 4 (n )+PLN 5 (n )+PLN 6 (n)

Where:


Plan (n): is the evaluation of the Plan set out in the proposal of Tenderer n;

PLN1,PLN 2, … , PLN (N): is the evaluation of the proposal under sub-criteria Plan 1, 2, … , N of Tenderer n.

PLN1 — Time contribution of Key persons

472. The sub-indicator carries a maximum of 3 (three) points.

473. The evaluation will take into account the time contribution, expressed as a percentage, of Key persons to the Fund for the entire period of its existence indicated in templated No 9.

474. The evaluation will be based on the following matrix:

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Matrix for evaluation of Time contribution of Key persons

PointsMore than 90 % (ninety percent) 3More than 80 % (eighty percent) up to and including 90 % (ninety percent) 270 % (seventy percent) up to and including 80 % (eighty percent) 1



475. For the purpose of evaluation, the arithmetic mean of the time contribution, expressed as a percentage, of the working time indicated in the individual declarations submitted by each Key persons (the time contribution percentages are added and divided to the number of Key persons).

PLN2 — Funds raised from Independent Private Investors

476. The sub-criterion carries a maximum of 15 (fifteen) calculated on the basis of the following formula:

PLN 2 (n )=PLN .1 (n )+PLN 2.2 (n )+PLN 2.3 (n )

Where:

n: is the consecutive number of the Tenderer

PLN2 (n): is the evaluation of the proposal on the basis of sub-criterion ‘Funds raised from Independent Private Investors’ for Tenderer n;

PLN 2.1 (n): is the number of points awarded to Tenderer n for the total percentage of investment proposed to be raised from Independent Private Investors;

PLN 2.2 (n): the number of points awarded to Tenderer n for the rate of investment proposed to be raised from Independent Private Investors at Fund level’;

PLN 2.3 (n): the number of points awarded to tenderer n for the total financial commitment of professional investors under letters of intent (or similar documents), expressing interest at investing at Fund level.

477. In its proposal on contract implementation (Template No 9), the Tenderer specifies the total amount of the funds, expressed as a percentage, it will raise from Independent Private Investors and the private funds it will raise at Fund level.

478. For the purpose of evaluating the Tenderer’s proposal on the basis of sub-criteria PLN2.1 and PLN2.2, the Contracting Authority can verify information provided by the Tenderer by contacting the Independent Private Investors in order to confirm their interest in investing in the Financial Instrument and the amount of the potential investment proposed.

PLN2.1 — Total amount of the funds to be raised from Independent Private Investors

479. The sub-criterion carries a maximum of 5 (five) points and evaluation of compliance with sub-criterion 2.1 is based on the following formula:

REF План¿¿¿ MERGEFORMAT PLN 2.1 (n )= PLN 2.1 (n ) proposalREF План¿¿¿MERGEFORMAT PLN 2.1 (max )

×5

Where:

n: is the consecutive number of the Tenderer;

PLN 2.1 (n): the number of points awarded to Tenderer n for the percentage proposed;

PLN 2.1 (max): is the highest PLN2.1, expressed as a percentage, proposed by an Applicant in the tender.

PLN 2.1 (n) proposal: is PLN2.1 proposed by Tenderer n, expressed as a percentage.

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480. The number of points awarded under the sub-criterion above is calculated by awarding the maximum number of points corresponding to the weight of the sub-criterion to the Tenderer who has proposed the highest percentage of private investment supplementing FMFIB investment in End recipients (i.e. the investment raised at both Fund level and through the implementation of the co-investment scheme).

481. Proposals will not be considered when the value under sub-criterion PLN2.1 for private investment supplementing FMFIB investment in End recipients (i.e. the investment raised at both Fund level and through the implementation of the co-investment scheme) is less than 143 % (one hundred and forty-three percent) in addition to the FMFIB funds provided under the Commercialisation Commitment (Sub-fund).

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PLN2.2 — Funds raised from Independent Private Investors at Fund level

482. The sub-criterion carries a maximum of 7 (seven) points and evaluation on the basis of sub-criterion PLN2.2 is based on the following formula:

REF План¿¿¿ MERGEFORMAT PLN 2.2 (n )= REF План¿¿¿MERGEFORMAT PLN 2.2 (n ) proposalREF План¿¿¿ MERGEFORMAT PLN 2.2 (max )

× 7

Where:

n: consecutive number of the Tenderer;

2.2 (n): Number of points awarded to Tenderer n for the percentage proposed;

2.2 (max): the highest 2.2, expressed as a percentage of the funds to be provided by the Fund, proposed by all participating Tenderers;

2.2 (n) proposal: The 2.2 proposed by Tenderer n, expressed as a percentage.

483. The number of points awarded under the sub-criterion above is calculated by awarding the maximum number of points corresponding to the weight of the sub-criterion to the Tenderer who has proposed the highest percentage of investments to the raised from Independent Private Investors at Fund level.

PLN2.3 — Letters of intent from private investors

484. The sub-criterion carries a maximum number of 3 (three) points and evaluation on the basis of sub-criterion PLN2.3 is based on the following formula:

PLN 2.3 (n )=PLN 2.3 (n ) proposalPLN 2.3 (max )

×3

Where:


2.3 (n): is the number of points awarded to Tenderer n for the total indicative amount of investment in the Fund mentioned in the letters of intent;

2.3 (max): is the highest PLN2.3 at Fund level in EUR;

2.3 (n) proposal: is PLN2.3 proposed by Tenderer n, in EUR.

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485. For the purpose of this sub-criterion, the Tenderer submits a letter (or letters) of intent (or signed agreements or similar documents) issued by one or more professional investors that confirm their interest, as a matter of principle, to invest at Fund level. There is no requirement for the letters of intent to be binding but they must specify the indicative amount of the investment to be made in the Fund.

486. In order to be found compliant with the requirements for the sub-criterion, professional investors must satisfy the definition of ‘professional clients’ set out in Annex II, Section I ‘Categories of clients to be considered professional clients’, points and 1 and3 of Directive 2014/65/EU.

487. The highest number of points under this sub-criterion is awarded to the highest amount of investments, expressed in EUR, in the Fund proposed, as indicated in the letters of intent. Where the total amount of investment in the Fund, indicated in the letters of intent, exceeds more than two times the amount set out in the Tenderer’s proposal for the investment to be raised at Fund level under PLN2.2, for the purpose of evaluation under this sub-criterion the amount in question will be recognised up to an amount that is two times higher than the Tenderer’s proposal on the investment to be raised at Fund level under sub-criterion PLN2.2.

PLN3 — Number of agreements signed with and/or Letter of intent from local and international partners

488. The sub-indicator carries a maximum of 3 (three) points.

489. For the purpose of evaluation under this sub-criterion, the Tenderer submits a Letter (or Letters) of Intent (or signed agreements) from one or several international partners, mentors, consultants, financial brokers, accelerator programmes, specialists, experts and/or other individuals or legal entities specialising on technological transfer and/or Technology Transfer Funds, consortia established within the EU or in OECD Member States, which are expected to partner with the Fund for the purpose of providing services to companies that comply with the eligibility requirements for investments. There is no requirement for the Letters of Intent to be binding.

490. The scope of work of these partners and the content of the Agreements or Letters of Intent should support or complement the approach for contract implementation set out in the Technical Proposal of the Applicant.

491. Evaluation under this sub-criterion will be based on the following matrix:

PLN4 — Number of signed Agreements and/or Letters of Intent on co-operation with Research organisations

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Matrix for evaluation of on the basis of the sub-criterion signed agreements/letters of intent from local and international partners

Points6 (six) or more signed agreements/letters of intent 33 (three) up to and including 5 (five) agreements/letters of intent 2At least 1 (one) or 2 (two) agreements/letters of intent 1



492. The sub-criterion carries a maximum of 6 (six) points.

493. For the purpose of this sub-criterion, the Tenderer submits letters (or a letter) of intent from (or signed agreements with) one or several local or international Research organisations expected to partner with the Fund and carry out research and/or development activities and/or provide services to the companies that conform to the eligibility requirements for the investments. There is no requirements for the Letters of Intent to be binding.

494. The scope of the principal work of these research organisations and the content of the Agreements or Letters of Intent should support or complement the approach for contract implementation set out in the Technical Proposal of the Applicant.


PLN5 – List of potential transactions

496. The sub-criterion carries a maximum of 6 (six) points.

497. The Tenderer submits a list of potential investments in the form envisaged in the Business Plan as an element of the Proposal on contract implementation (Template No 9).

498. In order to evaluate each transaction indicated, it should be supported by letters of intent from the potential End recipient. Taking into account the specificity of the sub-criterion, the letters of intent should, as a minimum, contain the indicative amount of the potential investment and a short overview of its purpose.


500. Regardless of the number of points awarded following matrix application referred to in paragraph 499, the Applicant will be awarded the maximum number of 6 (six) points, provided that at least half of the investments proposed for evaluation under the sub-indicator are intended to be made in End recipients Cooperating with research organisations in accordance with the definition set out in the Tender Specification.

501. In order to calculate the points to be awarded under the matrix, the respective number of transactions and their total amount will be taken into consideration.

PLN6 – Application of professional standards

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Matrix for evaluation of on the basis of the sub-criterion signed agreements/letters of intent for co-operation with research organisations

PointsMore than 5 (five) signed agreements/letters of intent 53 (three) up to and including 5 (five) signed agreements/letters of intent 4At least 1 (one) or 2 (two) signed agreements/letters of intent 2

Matrix for evaluation on the basis of the number of potential transactions

PointsMore than 6 (six) 65 (five) up to and including 6 (six) 53 (three) up to and including 4 (four) 4At least 1 (one) up to 2 (two) 3



502. The sub-indicator carries a maximum of 2 (two) points.

503. The points will be added to the score of a tenderer who is or undertakes a commitment to become a member (including an associated member) of Invest Europe or an equivalent organisation publishing good practices and professional standards in the area of risk financing (Applicable Standards). Compliance with the abovementioned requirements must be maintained for the entire lifecycle of the Fund.

504. The Tenderers who/which have committed to apply professional standards should comply with the requirement not later than one year after the First close.

505. The Tenderer declares the commitment undertaken in the Proposal on contract implementation (Template No 9a).

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FINANCIAL SCORE

506. The Financial score sub-criterion (FS) carries a maximum of 14 (fourteen) points calculated on the basis of the following formula:

FS (n )=FS 1 (n )+FS 2 (n )+FS 3 (n )

Where:


Financial score (n): is the score of the proposal of Tenderer n based under the Financial score sub-criterion;

FS1 (n): is the score of the proposal on the basis of sub-criterion ‘Amount of investment of the Tenderer n in the Fund’;

FS2 (n): is the score of the proposal under sub-criterion ‘Cumulative amount of the Management Fee for the entire lifecycle of the Fund of Tenderer n’;

FS3 (n): is the score of the proposal under sub-criterion ‘Hurdle’ of Tenderer n.

507. The evaluation of the proposals of Tenderers under sub-criterion FS2 should take into account the requirements set out in the Technical Specification for the Management Fee.

FS1 — Amount of investment of Tenderer in the Fund

508. The sub-criterion carries a maximum number of 6 (six) points.

509. The Key persons provide evidence that demonstrates the capacity of the Tenderer to secure the proposed investment amount through a certificate or another equivalent document issued by a Bank established in the EU, which confirms that an amount of at least 10 % (ten percent) of the proposed amount of the investment is available to the Tenderer. Each Key person should furnish evidence of compliance with the above requirement in respect of at least 10 % (ten percent) of the amount in question.

510. The score under this sub-criterion is calculated on the basis of the proposal submitted by the respective Tenderer as regards its financial commitment to the Fund set out in Template No 10 using the following formula:

FS 1 ( n )= FS1 (n ) proposalFS 1 (max )

× 6

Where:


ПФО1 (n): is the number of points awarded to tenderer n for the amount of its proposed investment in the Fund;

FS1 (max): is the highest FS1, in EUR, proposed by a participating Tenderer;

FS1 (n) proposal: is FS1 proposed by Tenderer n1, in EUR.

511. Proposals that do not comply with the requirements stipulated in sub-paragraphs 60.1 and 60.2 will not be evaluated.

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FS2 — Cumulative amount of the Management Fee for the entire lifecycle of the Fund

512. The sub-criterion carries a maximum number of 4 (four) points.

513. For the purpose of calculating the score under this sub-criterion, the amount of the Management fee, expressed as a percentage, set out in the tenderer’s Price proposal (Template No 10) to be paid by the FMFIB for the entire lifecycle of the Fund will be taken into consideration.

514. The score is calculated on the basis of the following formula:

FS 2 (n )= FS 2 (min )FS 2 (n ) proposal

х4

Where:


FS2 (n): is the number of points awarded to Tenderer n for the Management Fee, expressed as a percentage, proposed for the entire lifecycle of the Fund;

FS2 (min): is the lowest FS2, expressed as a percentage, proposed by a participating Tenderer;

FS2 (n) proposal: is the FS2, expressed as a percentage, proposed by Tenderer n.

515. The number of points awarded under this sub-criterion is calculated by the highest number of points corresponding to the weight of the sub-criterion being awarded to the Tenderer who proposed the lowest FS2.

516. The remaining proposals are evaluated by dividing FS2 (min) to the percentage proposed by the respective Tenderer and multiplying the result by the weight coefficient.

FS3 — Hurdle rate

517. The sub-criterion carries a maximum number of 4 (four) points.

518. The score under this sub-criterion is calculated according to the Tenderer’s proposal in respect of FS3 set out in Template No 9 as follows:

519. Proposal that contain a

Hurdle rate below

2 % (two percent)

will not be examined and evaluated.

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Hurdle rate

PointsAt least 6 % (six percent) 4At least 5 % (five percent) but not more than 6 % (six percent) 3At least 4 % (four percent) but not more than 5 % (five percent) 2At least 3 % (three percent) but not more than 4 % (six percent) 1At least 2 % (two percent) but not more than 3 % (three percent) 0.5



SECTION VI. COMMUNICATION BETWEEN THE PARTIES

520. The Contracting Authority will publish and provide access to the Tender Specification at the following URL:

http://www.fmfib.bg/bg/buyer/procedure/ 49

521. The notice of tender, the decision on the launch of the call, the Tender Specification and annexes thereto, the clarifications published by the Contracting Authority in respect of the Tender Specification, and the decisions on preliminary selection and contractor selection will be published at the URL mentioned in the previous paragraph.

Follow-up communication

522. All communication between the parties relating to this call will be in writing and in Bulgaria, except where expressly specified that a document may be submitted in a language other than Bulgarian.

523. The exchange of information between the parties may take place in any of the forms indicated below, except where expressly otherwise provided in this Tender Specification:

523.1 In person, against signature;

523.2 via postal or courier service, using registered main with delivery receipt, addressed to the respective party;

523.3 Electronically, in accordance with the requirements stipulated in the Electronic Document and Electronic Signature Act.

524. All documents are addressed to the specified contact person for this purpose.

525. Where the Tenderer sends documents, including the proposal, by registered mail or courier, the costs will be borne by the Tenderer. In this case, the Tenderer must ensure that the documents are sent in a manner that ensures their delivery at the address of the Contracting Authority before the expiry of the respective deadline.

526. The risk of delay or loss of any document is borne by the Tenderer and sender of the documents concerned. The Contracting Authority does not have an obligation to assist the delivery of the documents at its address within the stipulated time period. The Applicant may not request from the Contracting Authority assistance with customs clearance, receipt, when the package is sent on demand, from a postal office, assistance to couriers, etc.

Confidential information

527. Upon providing information to Applicants in the call and concluding an Operational Agreement, the Contracting Authority may specify which, if any, information is confidential. The tenderers may not disclose such information.

528. Upon submitting a Proposal, the Tenderer may specify which part of the proposal is confidential and require that the Contracting Authority refrains from such disclosure. To this end, the tenderer must file a Confidentiality Declaration (Template No 8).

529. The Contracting Authority may not disclose information, which the Tenderers have designated as commercial-in-confidence or business secret, except in the following cases:

529.1 In order to comply with the obligation to send information about the concluded agreement to the Public Procurement Register;

529.2 In order to ensure compliance with its obligation to provide access to the protocol and report on the Committee in the Vendor’s profile in accordance with confidentiality and non-disclosure requirements stipulated in the PPL.

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SECTION VII. FORM OF PUBLIC PROCUREMENT CONTRACT (OPERATIONAL AGREEMENT)

530. The Operational Agreement is intended as an instrument governing the relationship between the Contracting Authority and the Contractor in connection to the implementation of the TTF financed by the OPIC. In connection with this, the content of the agreement should conform to the requirements laid down in:

530.1 Annex IV to Regulation (EU) No 1303/2013 of the European Parliament and of the Council;

530.2 Commission Delegated Regulation (EU) No 480/2014 supplementing Regulation (EU) No 1303/2013 of the European Parliament and of the Council and other applicable acts governing ESIF;

530.3 Applicable State aid rules;

530.4 Clauses of the Financial Agreement concluded with the Managing Authority of OPIC, which must be expressly incorporated into the Agreement.

530.5 The characteristics and requirements for the implementation of the Financial Instrument set out in the Investment Strategy and Business Plan annexed to the Financial Agreement signed between the Contracting Authority and the Managing Authority of OPIC;

530.6 The minimum requirements for the contract (Operational Agreement) in accordance with the Financial Agreement signed between the Contracting Authority and the Managing Authority of OPIC.

531. The stipulated requirements laid down in EU law and the clauses of the Financial Agreement create a degree of specificity of the contractual provisions, which preclude the use of the model services agreement approved by the Minister of Finance.

532. In view of the above, the Contracting Authority has drawn up a draft Operational Agreement governing the rights and obligations of the parties in connection with the implementation of the Financial Instrument and other matters relating to the establishment of the TTF; raising investment from Independent Private Investors at Fund level and the level of End recipients; requirements for joint investments; the rights and responsibilities of the Fund Manager; the eligible End recipients; the eligible investments; State aid; the bodies of the Fund; performance evaluation and reporting and monitoring in accordance with the applicable rules laid down in EU law.

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