burma myanmar telecom licenses pre-qualification list -english

7/28/2019 BURMA MYANMAR TELECOM LICENSES Pre-qualification LIST -ENGLISH

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Pre-qualification Questions and Answers

REPUBLIC OF THE UNION OF MYANMAR

Telecommunications Operator Tender Evaluation and Selection Committee

Nay Pyi Taw

Rules for Pre-qualification Applications

Regarding Two Nationwide Telecommunications Licences

in the Republic of the Union of Myanmar


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1. INTRODUCTION

This document contains the answers to the questions submitted by Applicants, pursuant to Part 7 of the Pre-

qualification rules.

The answers to these questions have been prepared in good faith on the basis of currently available data.However, Applicants are expected and encouraged to conduct their own financial, economic and commercial

due diligence and to rely on their own legal and regulatory advice in respect of all matters relating to the Licence

Award Process. Neither the Union Government, nor the Committee, nor any of their employees, or any of their

representatives, agents, advisors or consultants (including their respective employees) will have any liability

whatsoever to any Applicant (or, if the Applicant is a Consortium, to any Member of the Consortium), its owners

or Shareholders, or any other person resulting from use of or reliance on any of the information so provided.Nothing herein constitutes a binding legal commitment by the Union Government, the MCIT or the PTD to take

(or refrain from taking) any action.

The Committee reserves the right to take any action, including amending the answers to these questions, which

it considers necessary to ensure that the Licence Award Process occurs in a fair, open and transparent manner

and in accordance with the laws of the Republic of the Union of Myanmar In any case in which the Committee


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2. ANSWERS TO SUBMITTED QUESTIONS

# Section Reference Topic Question Proposed answer

1 1. Introduction 1.1 Background For the period from the award of the new licence inJune 2013 till the formation of the regulatory authorityin 2015, please advise (a) the safeguards andprovisions that will be put in place to achieve atransparent and level playing field environment for thenew licensees and (b) the regulatory regime that thenew licensee would be subject to.

(a) (b) New regulations are currently being developed by MCIT andthe Posts and Telecommunications Department (PTD), together withexperts from highly recognised international institutions. As a result,Myanmar is expected to follow international best practices.The regulations may not be fully ready by the time the Licences areto be granted; however, high-level regulatory guidelines will beprovided in the ITT document.The draft Licence, which will be issued as part of the ITT, willcontain provisions designed to provide a basic level of transparency,and will identify the types of measures the PTD may take to ensurea level playing field.

Achieving a level playing field among Operators is part of MCITs

goals. Spectrum availability, technical capabilities, market power,marketing capabilities, financial resources, etc., have to be takeninto account to evaluate the level playing field in the particularcontext of the Republic of the Union of Myanmar, which ischaracterised by limited existing infrastructure and a low total tele-density rate. The ongoing development of the regulation willcontribute to further designing and achieving this level playing field.

2 1. Introduction 1.1 Background An independent regulator is expected to be in placeby 2015, potentially 2 years after the issue of thelicences. Many of the issues in the sector thatregulatory attention are likely to arise in this 2 yearperiod, so the timing on establishment of the regulatorappears to be late?

Please refer to the answer to question 1. Kindly also note that withinMCIT, the PTD has already been assigned the role both to developthe regulation and ensure effective regulation.

3 1. Introduction 1.1 Background The Union Government has adopted a policy

framework for the development of the countrystelecommunications market by facilitating competitionin this sector. Is a copy of the policy framework forthe development of the telecommunications marketavailable?

The policy framework is not a specific document. It refers to the

fundamental decisions that have been taken by the UnionGovernment to guide the transformation of the telecommunicationssector. Please refer to the brief description in the EOI and Pre-qualification Rules.

4 1. Introduction 1.1 Background to make telecommunications services available to thepublic at affordable prices in both urban and ruralareas. Could more information be provided on whatthe Government considers to be affordable prices

The Union Government is in the process of developing specificpolicies governing the telecommunications sector, but has not yetdeveloped specific standards to assess affordable prices. As partof the ITT submissions, the Applicants will need to provide a


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defined in any policy document? proposed tariff commitment. This tariff commitment will be one of theelements that will be taken into consideration for the evaluation ofthe ITT submissions and the selection of the successful Applicants.Prices are expected to be comparable to those in neighbouringcountries. Further information on the tariff approval procedures willbe included in the regulatory package currently being developed.

5 1. Introduction 1.1 Background The expression of interest requires a commitment toreasonable tariffs and low initial registration

charges. Who will determine these levels?

Please refer to the answer to question 4.

6 1. Introduction 1.1 Background (a) Please define what is meant by the term tele-density(b) Is the definition of tele-density the same as thatwhich is used by the InternationalTelecommunications Union, being the number ofeither fixed lines connections or mobile subscribersper hundred inhabitants in an area, which of them isthe highest?

(a) (b) The overall tele-density refers to the total tele-density, whichis the sum of the number of fixed lines and mobile phonesubscribers per 100 inhabitants as defined by ITU.

7 1. Introduction 1.1 Background Please confirm that the goal of the Union Governmentis to reach 75-80% fixed line connections or mobilesubscribers per hundred inhabitants in Myanmar by2015-2016, or if not, please provide exact parametersof this goal.

The Committee confirms that the goal of the Union Government is toachieve total tele-density of 75-80% by 2015-2016. For the definitionof total tele-density, please refer to the answer to question 6.

8 1. Introduction 1.1 Background Goal to increase overall tele-density of the country to75 to 80 percent by 2015-2016. Does this mean it isexpected that a new licensee will provide 75 to 80percent of population coverage or geographiccoverage?

Total tele-density, population coverage and geographic coverageare three different elements, although they are related to each other.Please refer to the definition of total tele-density in the answer toquestion 6.To reach its goal of 75-80% total tele-density by 2015-2016, theUnion Government will set minimum coverage requirements for thelicensees. Minimum coverage requirements for the licensees will becontained in the ITT.The specific coverage commitments that an Applicant will make inits ITT submission will be taken into account during the evaluationcarried out by the Committee during the Licensee SelectionProcess.

9 1. Introduction 1.1 Background It is understood that Myanmar target 75-80%teledensity by 2015/2016 (i.e., understood as numberof mobile subscriptions per hundred inhabitants).However;(a) Will there be any population coverage targetsassociated with the awarded licence?(b) Will there be any area coverage targetsassociated with the awarded licence? One of thecritical issues that we foresee is ensuring that therollout obligations are expressed primarily in terms ofpopulation coverage with longer term obligations toinfill geographic regions.

Please refer to the answer to question 6 for the definition of totaltele-density.(a) Please refer to the answer to question 8.(b) Please refer to the answer to question 8.


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10 1. Introduction 1.1 Background Will the target of 75-80% tele-density be required fromEACH licence awardee, or is the target tele-density acombination of the tele-densities of the 4 prospectiveoperators?

The targets referred to by the Union Government are nationaltargets. The target total tele-density of 75-80% is the combination ofthe tele-densities of the four (prospective) Operators. Please alsorefer to the answer to question 8.

11 1. Introduction 1.1 Background Are there any specific requirements for licensees onthe network coverage? If so, what are the specificrequirements? For example, the licensee must realisea certain percentage of the country coverage or

population coverage in certain period of time?


12 1. Introduction 1.1 Background Will the Ministry of Communications and InformationTechnology (MCIT) impose a minimum coveragerequirement in respect of the various states andregions of Myanmar?


13 1. Introduction 1.1 Background (a) Can the Operator who is granted a NationwideTelecommunications Licence (Licence) (Licensee) asa result of the Licence Award Process purchase orlease land to build its own sites, transmission hubs,data centres and switching stations?(b) Will the Licensees right to use land be governedby the provision of the Foreign Investment Law 2012(FIL) or will the new Telecommunications Law(Telecommunications Law) provide for a separate

legal/regulatory framework for the use of land by theLicensee?

(a) The Nationwide Telecommunications Licensee will be able toaccess land. However, the MCIT does not have the right to controlland use. Purchase and lease of land is subject to relevant laws andregulations applicable in the Republic of the Union of Myanmar.(b) The new Telecommunications Law is expected to provide that, inthe event of any dispute regarding access to private property, theMCIT/PTD will seek to facilitate a resolution and will coordinate asneeded with relevant local authorities. Licensees must comply withother substantive legal requirements.

14 1. Introduction 1.1 Background (a) Will the Licensee be permitted to send and storeCDR and customer data in a data centre, dataservices and/or data systems maintained andoperated outside of Myanmar?(b) If so, will there be any restrictions imposed on thesending and storage of such data or otherwise inrelation to the operation and maintenance of suchdata centres, data services and/or data systems?

(a) Under the terms of the draft Telecommunications Law, there isno restriction on the storage of customer data outside of theRepublic of the Union of Myanmar.(b) The licensee will be required to comply with requirementsregarding the protection of customer data and the provision ofrequired information to the PTD.

15 1. Introduction 1.1 Background The Licences are defined as covering both fixed andmobile services.(a) Will there be an obligation on Licensees to provideboth fixed an mobile or will it be possible to onlyprovide mobile services?(b) If there is an obligation to provide both fixed andmobile services, will there be any requirements inrelation to the mix between f ixed and mobile servicesin terms of coverage or tele-density (subject to theanswer to the questions regarding the definition oftele-density)

(a) The Licences provide the right to offer the full range oftelecommunications services (including Fixed Line Services).However, there will be no general obligation on the licensees toprovide Fixed Line Service.

(b) Not applicable.

16 1. Introduction 1.1 Background These Licences will have an initial duration of 15years, subject to renewal.(a) Can it be clarified why a period of 15 years has

(a) An initial Licence duration of 15 years is common practice inmultiple markets and reflects the Union Governments objectives.(b) The Licence is expected to contain a provision, pursuant to


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been selected rather than 20 years which is theperiod ofinter alia the recent Indian 3G licences?(b) Can a further explanation be provided on the termsubject to renewal?

which the licensee will have an expectation that, if it substantiallycomplies with the conditions in its Licence, the existing Licence willbe renewed for an additional period. The Licence renewal would beon broadly the same conditions as the initial Licence. Moreinformation on Licence renewal terms will be provided in the ITT anddraft Licence.

17 1. Introduction 1.1 Background When the licence expires after 15 years, will thelicensee hold the exclusive option for renewal?


18 1. Introduction 1.1 Background Has the Union Government considered the process oflicence renewal after initial 15 years?


19 1. Introduction 1.1 Background (a) Once the Licence expires after the initial term of15 years, will the Licence be renewed? If so:(b) Will the Licence be renewed on substantially thesame terms? If not, on what terms will the Licence berenewed?(c) Will the Licence be renewed for a further term of15 years?(d) Will the renewal be at the option of the Licensee(i.e., will the Licence contain a right of renewal)?

(a) (b) (c) (d) Please refer to the answer to question 16.

20 1. Introduction 1.1 Background The Licences are stated to have an initial duration of15 years, subject to renewal. Will the Licences besubject to renewal only after the end of the initial 15

years, or are there elements of the Licences that maybe renewed within the initial 15 years?

Please refer to the answer to question 16. The licensee may requestrenewal of the Licence prior to the expiry of the initial term.However, there will be no need to request renewal for any part of

the Licence prior to that time.

21 1. Introduction 1.1 Background In Section 1.1, the Licences will have an initialduration of 15 years and subject to renewal. As thelicence years is one of key conditions to evaluate theinvestment of the licence, we suggest Committeemust make clear what the renewal terms are prior toissuance of the licence.


22 1. Introduction 1.1 Background Please provide more details on the renewal process.Will the renewal be for an additional 15 years?


23 1. Introduction 1.1 Background Part 1.1 of the Rules provides that a newTelecommunications Law, which will govern thetelecommunications sector, is expected to bepromulgated in the coming months.

(a) Is the Telecommunications Law currently beforeparliament for review and if not, when will it go beforeparliament for review?(b) When will the Telecommunications Law bepromulgated?(c) Please confirm that the Telecommunications Lawwill be promulgated no later than the date on whichthe Licences are granted to the Licensees.(d) Will any delays in the promulgation of theTelecommunications Law result in changes to the

(a) (b) A draft of the Telecommunications Law has been prepared bythe Union Government. The draft was sent to the Parliament inFebruary 2013 and has been reviewed by a commission whichprovided its comments. The draft Law is now expected to be

examined during the next session of Parliament currently anticipatedin May this year. Subject to lower and upper chamber review, theLaw is expected to be promulgated in June/July 2013. The MCITremains confident that the timeline above will be met and is takingall measures within its power to facilitate this process. However,MCIT cannot make a binding commitment regarding thepromulgation of the Law on behalf of the Parliament.(c) The Licences will be granted shortly after the Licensee SelectionProcess is complete. As noted above, the MCIT expects that theParliament will adopt the new Telecommunications Law at


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timetable set out in Part 1.1 (page 4) of the Rules?(e) Will Pre-qualified Applicants be provided with acopy of the then current draft of theTelecommunications Law on 11 April 2013, i.e., at thesame time the Pre-qualified Applicants are providedwith the Invitation to Tender and draft Licence?(f) When will the Telecommunications Law come intoeffect? If no firm date is known, please confirm that

the Telecommunications Law will come into effect nolater than the date on which the Licences are grantedto the Licensees.

approximately the same time.Given the above, the Committee cannot firmly confirm that theTelecommunications Law will be promulgated no later than the dateon which the Licences are to be granted to the licensees. The MCITclearly understands the importance of this Law being promulgatedas soon as possible from an investor perspective. The MCIT wouldlike to assure all investors that everything in the Ministrys power willbe done to ensure that: (i) the Law is promulgated in the coming

months; (ii) the time gap between the Licence award and thepromulgation of the Law, if any, is reduced to a minimum; and (iii)any changes proposed to the draft Law will be changes beneficial topotential investors.However, regardless of the status of the Telecommunications Law,the PTD intends to grant the new Licences shortly after thecompletion of the Licensee Selection Process. If necessary, thissituation will be addressed through the change of law provisions inthe Licence.(d) The Licence Award Process will follow the timetable set out inPart 1.1 of the Rules. The Licence Award Process is beingconducted in parallel with the Telecommunications Lawpromulgation process and the process to develop supportingregulation. Those developments are being coordinated to ensuremaximum consistency. It is foreseen that the Licences will be issuedshortly after the end of the Licensee Selection Process, even if theTelecommunications Law has not been promulgated or theregulation has not yet been finalised.(e) Yes. The latest draft of the Telecommunications Law will beprovided together with the ITT document on April 11, 2013. Thedraft Licence will be based on the then-current draft of theTelecommunications Law.(f) No firm date has been established yet by which theTelecommunications Law will come into effect. Please also refer toitems (a)(b) of this answer.

24 1. Introduction 1.1 Background (a) What is the current status of the newTelecommunications Law?(b) Will the new Telecommunications Law be subjectto meaningful consultation, including an opportunity to

make a submission?(c) What is the best estimate as to when the two newlicences will be granted (as opposed to when the twonew successful licensees will be announced?(d) Assuming the new Telecommunications Law is notpromulgated before the new licensees aredetermined, can the new licences be granted underthe old law as outlined under Section 3.4.2 of the ITUWireless Broadband Masterplan? If so, how will thepossible conflict with the State Economic Enterprise

(a) Please refer to the answer to question 23.(b) Consultations were conducted regarding previous versions of thedraft Law. It is expected that there will be an opportunity for inputregarding the new draft of the Telecommunications Law.

In addition, the MCIT anticipates that successful Applicants andother interested parties will have an opportunity to comment on thesubsidiary legislation that will be adopted to implement the newTelecommunications Law.(c) The Committee expects that the two new Licences will begranted shortly after the two successful Applicants are announced.However, before this can occur, the successful Applicants must,among other things, establish Myanmar-registered companies. TheITT will contain a list of actions that the successful Applicants will berequired to take, as well as the expected timeframe of these actions.


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Law 1989 be managed? (d) In the event the Telecommunications Law has not beenpromulgated by the time the Licensee Selection Process has beencompleted, MCIT may consider alternative approaches to ensurethat the Licences have a firm legal foundation that will facilitate thetransition to the regime to be established under the newTelecommunications Law. In the interim, to the extent possible,MCIT/PTD will seek to act consistently with the then-current draftLaw.

25 1. Introduction 1.1 Background Is there any initial information about theTelecommunications Law to be promulgated? Please refer to the answer to question 23.

26 1. Introduction 1.1 Background As explained in the Rules, a new TelecommunicationsLaw, which will govern the telecommunicationssector, has not yet been promulgated, although it isexpected to be promulgated in the coming months.Please provide the Committees understanding onany relationship or impact, if any, that the newTelecommunications Law can have on the LicenceAward Process


27 1. Introduction 1.1 Background In the event the new Telecommunications Law is notpromulgated as expected in the coming months, is itexpected that the future Licensed Award Processmilestones (as set forth in Section 1.1 of the Rules)

will accordingly be postponed or delayed? Pleaseprovide an overview on the relationship, if any,between the timelines for the newTelecommunications Law and the Licensed AwardProcess.


28 1. Introduction 1.1 Background (a) Would details of the new Telecommunications Lawbe available before the end of the Tender process?(b) Please comment on how enactment of the Lawmay affect the issuance of the new licences andcorporatisation of MPT.

(a) Please refer to the answer to question 23.(b) Please refer to the answer to question 23.

29 1. Introduction 1.1 Background (a) When will the implementing rules(Telecommunications Rules) be issued?(b) Will a draft of the Telecommunications Rules bereleased publicly before they are issued and if so,when?(c) Will Pre-qualified Applicants be provided with acopy of the then current draft of theTelecommunications Rules on 11 April 2013, i.e., atthe same time the Pre-qualified Applicants areprovided with the Invitation to Tender and draftLicence?(d) Will the Telecommunications Rules be issuedbefore either 27 June 2013 or the time at which theLicences are granted?

(a) (b) (c) (d) (e) The Committee assumes in this question thatTelecommunications Rules refers to regulations currently beingdeveloped by MCIT/PTD, such as interconnection and access.Please refer to the answer to question 1. MCIT/PTD has begun workon these rules. MCIT/PTD anticipates that these rules will beconsistent with international best practices, as applied to the specificconditions in the Republic of the Union of Myanmar. Once the draftrules have been completed, an opportunity for consultation will beprovided. To provide more clarity to potential investors, anInformation Memorandum will be released as part of the ITT that willcontain a description of the regulatory framework that is expected tobe adopted. In addition, the draft Licence will contain provisionsregarding the regulatory regime that will be applied.


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(e) When will the Telecommunications Rules comeinto effect? If no firm date is known, please confirmthat the Telecommunications Law will come into effectno later than the date on which the Licences aregranted to the Licensees

30 1. Introduction 1.1 Background We note that Part 1.1 of the Rules provides that theLicence will be granted to a Myanmar-registeredcompany (Licensee) that must be established by the

selected Pre-qualified Applicants.(a) What is the required relationship between theApplicant and the Licensee?(b) Must the Applicant hold a direct shareholding inthe Licensee? If so, what percentage?(c) Can a Subsidiary of the Applicant (whether whollyowned, direct or indirect, or otherwise) hold a 100% ofthe shares in the Licensee? Effective tax structuring(e.g. through a country with a double tax treaty withMyanmar) can help reduce costs whereas increasedinvestments will affect the level of affordable tariffswhich can be offered to the general public.(d) If the answer to (c) is yes, does the Subsidiaryhave to satisfy the eligibility requirements set out inParts 2.2.1 to 2.1.4 (inclusive) of the rules (EligibilityRequirements) either by itself or through a Subsidiary,or can these requirements be satisfied by theApplicant?(e) If the answer to (c) is no, please explain how thiswould be consistent with the statement in Part 2.2 ofthe Rules which provides that An Applicant mayadopt whatever membership structure it chooses.

(a) The selected Pre-qualified Applicants are required to establish aMyanmar-registered company, to which the Licence will be granted.The ownership structure of this Myanmar-registered company must

be fully aligned with the proposed ownership st ructure specified inthe Application. If the Applicant is a single entity, the Myanmar-registered company must be fully-owned by the Applicant. If theApplicant is a Consortium, the Myanmar-registered company musthave equity interests that are aligned with the equity interestsproposed by the Consortium, as stipulated in Part 4.4 (b) of theRules.(b) Please refer to part (a) of this answer.(c) MCIT expects that a successful Applicant will be able to establisha 100 percent owned Subsidiary (holding company) which, in turn,could hold a 100 percent Ownership Interest in the Myanmar-registered company to which the Licence will be granted. If thesuccessful Applicant is a Consortium, the Members of theConsortium may establish a holding company, provided that theirOwnership Interest in the holding company precisely mirrors theequity interests specified in the Application. As an example, theholding company, in turn, would be required to have a 100 percentOwnership Interest in the Myanmar-registered company to which theLicence will be granted. Any alternative arrangements would needprior approval.(d) Please refer to part (c) of this answer.(e) The statement in Part 2.2 defines that a Pre-qualificationApplicant may adopt whatever membership structure it chooses: theApplicant may be a single entity or a Consortium. If the Applicant isa Consortium, it may include both entities that are Operators andentities that are not Operators. Similarly, a Consortium may includeboth foreign and local companies. However, once an Applicant haschosen the membership structure with which it applies for Pre-qualification, it will need to maintain this membership structure.

31 1. Introduction 1.1 Background Section 1.1 in page states two NationwideTelecommunications Licences will then be granted tothe Myanmar-registered companies that must beestablished by the selected Pre-qualified Applicants(a) Please specify the time to establish theseMyanmar-registered companies: before or after theannouncement of the two selected Pre-qualifiedApplicants.(b) How long does it usually take to establish this

(a) The Myanmar-registered company may be established before orafter the announcement of the two selected Pre-qualified Applicants,but must be established no later than the award of the Licence.Please also refer to the answer to question 30.(b) The laws and practices governing investing and establishing acompany in Myanmar are undergoing rapid changes. Theincorporation of a foreign Myanmar-registered company andregistration of a Myanmar branch of a foreign company in Myanmarare subject to the procedures and requirements set out in the


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telecommunications company in Myanmar?(c) Please specify the law that governs theestablishment of this telecommunications company.

Myanmar Companies Act and by the Directorate of Investment andCompany Administration (DICA). Foreign investors are expected toinvest in accordance with the Foreign Investment Law.(c) The law that will govern the establishment and management ofthe Myanmar-registered company is the Law of Myanmar. Pleaserefer to Myanmar legislation, special laws, notifications, rules andregulations enacted by the Union Government.

32 1. Introduction 1.1 Background two Nationwide Telecommunications Licences will

then be granted to the Myanmar-registeredcompanies that must be established by the Pre-qualified Applicants.(a) Does this mean that Pre-qualified Applicants willbe required to set up local incorporated companies inanticipation of obtaining the Licence?(b) Please could also you advise at what point it isenvisaged that this company is to be incorporated aswe have been advised that registration may take up toa couple of months?(c) Will the proposed Nationwide TelecommunicationsLicensee be permitted to apply to the MyanmarInvestment Commission (MIC) for a permit andincentives under the 2012 Foreign Investment Lawand, if so, at what stage should the MIC process beundertaken?

(a) Pre-qualified Applicants are not required at this time to establish

a Myanmar-registered company. Only the two Pre-qualifiedApplicants selected during the Licensee Selection Process will berequired to do so. Please also refer to the answer to question 30.(b) The company must be incorporated before the Licence isgranted. Please refer to the answer to question 31.(c) The two selected Pre -qualified Applicants will be required toapply to the Myanmar Investment Commission (MIC) for theestablishment of the Myanmar-registered company. The Licence willbe awarded to the Myanmar-registered company.

33 1. Introduction 1.1 Background (a) Can it be confirmed that the Myanmar-registeredcompany does not need to be incorporated prior tothe selection of the two successful Pre-qualifiedApplicants?(b) Will the Union Government assist each of the twosuccessful Pre-qualified Applicants to incorporate aMyanmar-registered company as quickly as possible,including under the Foreign Investment and CompanyRegistration processes?

(a) The Myanmar-registered company does not need to beincorporated prior to the selection of the two successful Pre-qualifiedApplicants. Please also refer to the answers to questions 30 through32.(b) Please refer to the answers to questions 31 and 32.

34 1. Introduction 1.1 Background The Licences will be granted to Myanmar-registeredcompanies that must be established by the selectedPre-qualified Applicants. Can the Myanmar-registeredcompany be registered only after the award of the

Licences or must it be established before thesubmission of the Licences?


35 1. Introduction 1.1 Background Questions on the Invitation to Tender and commentson the draft Licence due(a) Will this process allow for submissions andconsultation on the draft licence, as well as face-to-face meetings?(b) How will the draft licence be affect should the newTelecommunications Law, and the licensing and other

(a) Pre-qualified Applicants will have the opportunity to providecomments on the draft Licence by e-mail as part of the Q&A processassociated with the issuance of the ITT. However, in the interest oftransparency, no face-to-face meetings to discuss the draft Licence(or any other aspect of the Licence Award Process) will take placeprior to the completion of the Licensee Selection Process.(b) Please refer to the answer to question 23.


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supporting regulations, not have been adopted at thattime?

36 1. Introduction 1.1 Background Can the deadline for submission of Questions on theInvitation to Tender and comments on the draftLicence be brought forward to increase thetimeframe between the issuance of answers toquestions and the submission of the responses tothe Invitation to Tender

The deadline for submission of Questions on the Invitation toTender and comments on the draft Licence has been established inorder to allow sufficient time for Pre-qualified Applicants to formulatequestions and comments on the draft Licence. Accordingly, thedeadline will not be brought forward.

37 1. Introduction 1.1 Background Can you please confirm that the provisional timetableis still current? During the EOI process we provideddesignated contact details of persons to be notified.Can you please confirm that any changes to thetimetable or other changes to the Rules for Pre-qualification Applications will be notified to theappointed contact persons set out in the EOIdocumentation?

The Committee confirms that the provisional timetable of Part 1.1of the Rules is still valid. The Committee reserves the right to amendthe Rules, including the timetable. The Committee is committed toensuring transparency in the Licence Award Process. In any case inwhich the Committee amends the Rules, it will provide simultaneousnotification to all Applicants by publishing the information on theMCIT website or by sending emails to the AuthorisedRepresentatives.

38 1. Introduction 1.1 Background (a) Do the requirements of the current version of theRepublic of the Union of Myanmars ForeignInvestment Law specifically the requirements forlocal participation have to be fulfilled by consortiumsapplying for a Nationwide TelecommunicationsLicence.(b) Is there a maximum shareholding that foreigninvestors can have in the consortium?

(a) There is no requirement for local participation in thetelecommunications sector under the Foreign Investment Law andForeign Investment Rules.(b) There is no maximum shareholding that foreign investors canhave in the future Myanmar-registered company that will hold theLicence.

39 1. Introduction 1.1 Background Will the Licences to be awarded include a licence forthe operation of an international gateway?

Yes, licensees are expected to be able to build and operateinternational gateways, subject to promulgation of the draftTelecommunications Law and issuance of appropriate regulationregarding this matter. More information regarding the scope of theLicence will be provided in the draft Licence.

40 1. Introduction 1.1 Background Is it solely a mobile licence? Does it include landlineor internet service as well?

The Licence will authorise the provision of a comprehensive rangeof telecommunications services, including Fixed Line Services. Moreinformation regarding the scope of the Licence will be provided inthe draft Licence.

41 1. Introduction 1.1 Background The new Telecommunications Law that is expected tobe promulgated in the coming months envisages thatenabling regulations will also have to be passed.When are these enabling regulations expected to be

passed? Will this be before the Licences are awardedon 27

thJune 2013?

Please refer to the answers to questions 1 and 29.

42 1. Introduction 1.1 Background New Telecommunications Law Request you toplease provide details of the annual licence,spectrum, frequency, and any other regulatory feesthat an operator will have to bear.

Details on the annual Licence, spectrum, frequency, and any otherregulatory fees that an Operator will have to bear will be provided inthe ITT document and draft Licence.

43 1. Introduction 1.2 Notice toApplicants

Please confirm that all information published on thewebsite of MCIT that relates in any way to the Pre-qualification or Licence Selection Process will be

The Committee confirms that all information published on thewebsite of MCIT that relates to the Pre-qualification or LicenseeSelection Process will be published in the English language.


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published in the English language.44 1. Introduction 1.2 Notice to

Applicants(a) Will the identify of the members of the Committeeand the advisors of the Committee made public?(b) If so, when and in what forum (i.e., will names bepublished on the MCIT website)?

(a) The identity of the members of the Committee and the advisorsof the Committee are not public.(b) Not applicable.


This section refers to a comparative evaluationmethodology and section 6 refers to applicants beinggranted a score. Please clarify the methodology and

the rubrics which will be used to assess and scoreapplicants.

The evaluation of the ITT submissions will be based on thecomparative evaluation methodology. In a comparative evaluation,or beauty contest, the award of the Licence is determined on the

basis of a merit-based assessment of competitive Applications.Each Application is evaluated on the basis of a pre-established setof selection criteria. This comparative evaluation will include ascoring of each Applicant based on the different selection criteria.The specific details on the selection c riteria and weighting will beprovided in the ITT document.


Is there an explicit set of criterias that will be used toassess and score applicants?

An explicit, pre-defined set of selection criteria will be used toassess and score Applicants during the Licensee Selection Process.A provisional set of selection criteria can be found in Annex C of theRules. A final set of selection criteria and their weighting will beprovided in the ITT document. Please also refer to the answer toquestion 45.

47 2. Requirementsfor Pre-qualification

2 Requirementsfor Pre-qualification

How many Pre-qualification Applicants will beshortlisted for the Licensee Selection Process? Isthere a target number that the Selection Committee ishoping to achieve?

All Pre-qualification Applicants that meet the requirements set out inthe Rules will become Pre-qualified Applicants. No target number ormaximum number of Pre-qualified Applicants has been set by theCommittee.



How many Applicants will be invited to participate inthe third stage of the process?




How many companies are likely to be invited to thethird stage of the licence award process?




(a) How many applicants will be chosen as pre-qualified?(b) How many are bidding now to be pre-qualified?Who are they?(c) Is there any information about our competitors?

(a) Please refer to the answer to question 47.(b) (c) The list of Applicants seeking to become Pre-qualifiedApplicants will be announced during the opening session of the Pre-qualification Applications on April 4, 2013, pursuant to Part 3.6 ofthe Rules. The list will also be posted on the MCIT website within 48hours after the opening session. At the end of the Pre-qualificationstage, by April 11, 2013, a list of Pre-qualified Applicants will also bepublished on the MCIT website.



Beyond the stated requirements as per Section 2 ofthe Rules for Pre-qualification Applications (i.e.,Primary Experience, Secondary Experience,Financial Experience, Regulatory Compliance, notcurrently authorised to provide publictelecommunications services in Myanmar and noduplicate applications), what other criteria, if any, willPre-qualification applicants be evaluated against?

The substantive requirements for pre -qualification are contained inPart 2 of the Rules. However, Pre-qualification Applications mustalso comply with the Application procedures in Part 3 of the Rulesand must provide the information required in Part 4 of the Rules.


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If an Applicant is a consortium with more than oneExperienced Operator, where the first ExperiencedOperator meets the primary requirement (2.1.1) andthe second Experienced Operator meets thesecondary requirements (2.1.2), does this qualify theApplicant overall?

Because the Experienced Operator must have the largestOwnership Interest of any Member of the Consortium, only oneentity can qualify as the Experienced Operator. That entity mustmeet both the primary experience requirements contained in Part2.1.1 of the Rules and the secondary experience requirementscontained in Part 2.1.2 of the Rules.However, other Operators that satisfy either or both of therequirements in Parts 2.1.1 and 2.1.2 may also participate in theConsortium provided they have a smaller Ownership Interest thanthe entity designated as the Experienced Operator.



If the applicant is a consortium and the consortiumdoes not meet the pre-qualification criteria outlined inSection 2 of the Rules for Pre-qualification, can themembers of the consortium negotiate (separately orcollectively) with other individual applicants that didmeet the prequalification requirements and form anew consortium for the third stage of the tender? If so,how does the pre-qualified applicant notify theCommittee of these changes?

In order to ensure the timely completion of the Licensee SelectionProcess, and to ensure fairness to all participants, no change inConsortium membership can occur after submission of the Pre-qualification Application.



Can two local entities with overlapping ownershipsubmit separate Pre-qualification Applications withdifferent experienced operators?

As stipulated in Part 2.4 of the Rules, an Applicant may only submita single Pre-qualification Application. If the Applicant is aConsortium, then:(a) no Member of the Consortium may submit a separate Pre-

qualification Application;(b) no Member of the Consortium may be a Member of any otherConsortium that submits a Pre-qualification Application; and(c) neither any entity that is a Controlling Interest Holder in aMember of the Consortium, nor any entity in which a Member of theConsortium is a Controlling Interest Holder may submit a Pre-qualification Application or be a Member of any other Consortiumthat submits a Pre-qualification Application.



Could you please give more detailed description oncriteria for applicant to be selected as pre-qualifiedapplicant?



2.1 Requiredexperience

Our view is the requirement of Secondary Experiencein Section 2.1 is not a necessary indicator forevaluating the ability of a mobile operator. It will

narrow the opportunity to attract operators toparticipate the development of telecom in Myanmar.We have tremendous global experience in launchingnew telecom operators in a dozen of developingcountries. In accordance with the internationalpractice, we strongly suggest to remove therequirement of Secondary Experience or revise it asan optional item.

The Committee has carefully defined all the requirements set out inthe Rules. The secondary experience is required so as todemonstrate the ability of the Applicant or the Experienced

Operator, in case the Applicant is a Consortium, to operate outsideof one country. The Committee will not remove the secondaryexperience requirement nor make it an optional item.

57 2. Requirements 2.1.1 Primary Regarding section 2.1.1, where the Experienced In order to ensure that the Experienced Operator has experience


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for Pre-qualification

experience Operator has operations over multiple countries, canthe 4 m mobile subscribers requirement be met withmobile subscribers from more than one country?

operating a large operation in a s ingle country, as provided in Part2.1.1 of the Rules, the requirement for a minimum of 4 million mobilesubscribers must be satisfied by one single Operator in a singlecountry.


2.1.1 Primaryexperience

Pursuant to Article 2.1.1 Primary Experience, it readthat this provision is specified for holding companywhich holds shares or has ownership interest in theTelecom Operator as required but if the applicant istelecom operator itself instead of having an ownershipinterest in the Telecom operator. Would it be qualifiedunder this Article 2.1.1?

If the Applicant is an Operator that itself meets the requirements ofPart 2.1.1, then the Applicant satisfies the requirements of Part2.1.1.



In section 2.1.1 of the Pre-qualification Rules, is thefour year ownership requirement as of 4 April 2013(date of submission) or other?

The four year ownership requirement is as of the date of submissionof the Pre-qualification Application, i.e. April 4, 2013.



In Section 2.1.1, is the Applicant required to have onlyManagement Control for no less than four (4)consecutive years, or is it required to have both theminimum of 50.1 percent Ownership Interest andManagement Control for no less than four (4)consecutive years?

The four (4) consecutive years applies both to the minimum of 50.1percent Ownership Interest and Management Control.



Section 2.1.1 of the Rules require that the Applicantdemonstrate that it, either directly or indirectly throughon of the Applicants Subsidiaries, had had aminimum of 50.1 percent Ownership Interest in atleast one Public Mobile TelecommunicationsOperator. Please confirm that this section was notmeant to preclude a Public MobileTelecommunications Operator (who meets thequalifications set forth in Section 2.1.1 (a) through (d))itself from submitting the Pre-qualification Applicantas the Applicant

Please refer to the answers to question 58.



Request you to please let us know if 2.1.1 (PrimaryExperience) would be satisfied if the applicant is itselfthe Public Mobile Telecom Operator, irrespective ofownership pattern, meeting the criteria laid down in2.1.1 (a), (b), (c), and (d). Therefore, if the Applicantitself meets the criteria provided in 2.1.1 (a), (b), (c),

and (d), then the ownership and management controlcriteria should not be relevant.

Please refer to the answers to question 58.


2.1.1-2.1.2 Primary andsecondaryexperience

What qualifies as demonstrating primary andsecondary experience? Is a summary of thisexperience confirmed by the Applicant sufficient or issupporting evidence required?

To demonstrate primary and secondary experience, Annex FTelecommunications Operating Licence Details of the Rules mustbe filled in. The Applicant may provide additional detail as it deemsappropriate provided that: a) it is placed in the correct section of thesubmission in accordance with the specified checklist; and b) themaximum page limitation is respected.

64 2. Requirements 2.1.1-2.1.2 Primary and It is also unclear how you would like us to Please refer to the answer to question 63.


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secondaryexperience

demonstrate the various facts about the entities in2.1.1 and 2.1.2



If two experienced operators from different countriesmeets the primary experience criteria (Section 2.1.1of the Rules for Pre-qualification) but not thesecondary experience criteria outlined in Section2.1.2, can they form a consortium and by virtue oftheir combined experience qualify as possessing bothprimary and secondary experience?

Because the Experienced Operator must have the largestOwnership Interest of any Member of the Consortium, only oneentity can qualify as the Experienced Operator. The Applicant mustcertify that, among other elements, the Experienced Operator meetsby itself all the Pre-qualification requirements set out in 2.1.1through 2.1.4.



If the applicant is qualified under 2.1.1, but not under2.1.2, however, the applicant is under the group whichhas the secondary experience under 2.1.2, will theapplicant meet pre-qualification?



2.1.2 Secondaryexperience

Pursuant to Article 2.1.2 Secondary Experience, asunder Article 2.2 which allows for applying by theConsortium, so in case that one member of theConsortium is Experience Telecom Operator who hasprimary experience as required under Article 2.1.1and the other member of Consortium is a holdingcompany or company which has secondaryexperience as required under Article 2.1.2 so undermy understanding as the rule is allowed forConsortium in order to integrate and share

experiences, the rule seems to allow for integration ofprimary experience and secondary experience amongmembers of the Consortium. Is my understandingcorrect?




Please clarify if both the Primary Experience and theSecondary Experience must be demonstrated by thesame Experienced Operator or if another ExperiencedOperator in the consortium may demonstrate theSecondary Experience.




(a) Please confirm that the primary experiencerequirement and the secondary experiencerequirements set out in Part 2.1.1 and 2.1.2 of theRules cannot be satisfied by a Controlling InterestHolder of, or Significant Shareholder in, the Applicant,

but must be satisfied by either the Applicant itself or aSubsidiary of the Applicant.(b) To what extent would the Committee considerchanging the Rules to enable the EligibilityRequirements to be satisfied by a Controlling InterestHolder of the Applicant, rather than a Subsidiary?

The Committee confirms that the primary and secondary experiencerequirements set out in Parts 2.1.1 and 2.1.2 of the Rules cannot besatisfied by a Controlling Interest Holder of, or SignificantShareholder in, the Applicant, but must be satisfied by either theApplicant itself or a direct or indirect Subsidiary of the Applicant.



Please could you confirm that the Number ofsubscribers refers to active subscribers as defined bythe ITU (2010, Code 271) to include pre-paid SIM

The Committee confirms that the number of subscribers refers toactive subscribers as defined by the ITU.


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Committee provide its stance on the abovementionedconcerns?



According to Section 1.1 of the Pre-qualificationRules, [t]he purpose of the Pre-qualification Processis to identify those Applicants who meet a basic set ofrequirements that demonstrate that they have therequisite resources, financial strength, operating skillsand experience to design, implement and operate aPublic Telecommunications Network. Weacknowledge the importance of the governmentsdesire to ensure that the Public TelecommunicationsOperator (Operator) which is or forms part of theApplicant has sufficient experience to deploynetworks and offer services.We are concerned, however, that section 2.1.1,Primary Experience, and Section 2.1.2, Secondaryexperience, may be interpreted in a fashion that isoverly restrictive and is contrary to the governmentsfundamental objectives. Section 2.1.2 specifies thatat least one Public Mobile TelecommunicationsOperator must meet four criteria, lettered (a) through(d). Item (c) under this section requires that [t]heOperator had a minimum of 4,000,000 mobile

subscribers as of December 31, 2012 and item (d)requires that [t]he Operator had annual GrossRevenues that exceed USD 400 millions as ofDecember 31, 2012. In addition, Section 2.1.2requires that the Applicants Operator have experience in more than one country and manage asecond system that meets similar (but less restrictive)qualifications.The language of Section 2.1.2 can be read to requireat least one specific system or network of theOperator had 4,000,000 mobile subscribers and overUSD 400 million in gross revenues as of the end oflast year. This interpretation could disqualify anoperator such as our company, which has operations

in multiple countries with subscribers over 2 millioncustomers in one country, over 1 million in anothermarket, and nearly USD 600 million in annualrevenues simply because it does not have a singleoperation with 4 million mobile subscribers and withyearly turnover exceeding USD 400 million.We fully understand that certain qualifications need tobe included to ensure that among those that havesubmitted an Expression of Interest there areoperators that can deploy and operate a network.

Please refer to the answer to question 71.Parts 2.1.1 and 2.1.2 require, amongst other things, that thelicensee have an Ownership Interest in one PublicTelecommunications Operator with 4 million mobile subscribers andin a second Public Telecommunications Operator with 1 millionmobile subscribers. The Rules do not permit an Applicant toaggregate multiple smaller operations to satisfy these requirements.After careful consideration, the Committee established theserequirements that are consistent with the Union Governmentsfundamental objectives and appropriate to assess, amongst otherelements, whether an Applicant has the experience necessary todeploy a network of sufficient size to serve the population in theRepublic of the Union of Myanmar. Consequently, the Committeewill not amend the requirements specified in Parts 2.1.1 and 2.1.2 ofthe Rules.


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However, it is also important for the government toensure that it does not categorically exclude asuccessful international mobile operator by imposingoverly restrictive and onerous obligations. Thepurpose of the Pre-qualification Process should notbe to exclude Applicants that may be able todemonstrate the capability of deploying and operatinga telecommunications network suitable for Myanmar;rather, the Prequalification Phase should be used toremove those that are clearly unqualified, leaving theremaining Applicants with the responsibility to show intheir initial bids whether they have both theexperience and the resources to warrantconsideration.In this regard, we ask the Committee to considercarefully whether there is a qualitative differencebetween, on one hand, an Operator that owns andmanages a telecommunications enterprise with 2million subscriber and hundreds of millions of annualrevenues. We respectfully assert that a sharp divisioncannot be justified. Both enterprises require nationalnetworks. They both require national sales channels.They both require sophisticated marketing, network

engineering, customer care, and IT capabilities.Viewed from a different perspective, it is sometimesdifficult to ascertain whether an operator is managingseveral national networks or whether it actually runs asingle network across national boundaries. Operatorscommonly pool certain key network elements (suchas customer care operations, billing platforms,marketing and branding teams, and core networkfacilities) to serve several individual systems, makingdistinctions between such systems difficult to define.Consequently, we request that the Committee clarifyfor us that the Sections 2.1.1 and 2.1.2 were notintended to disqualify our company from proceedingto demonstrate that it is a Pre-qualified Applicant

(assuming that it can satisfy the Committees otherqualification requirements). Alternatively, we requestthat the Committee amend Section 2.1.1 in order toallow an Applicant to satisfy the requirement set forthunder Section 2.1.1 if its systems collectively (basedon their combined operations) have 4 millionsubscribers and more than USD 400 million in grossrevenues as of December 31, 2012. Section 2.2.2 canbe revised to specify that an Applicant should have atleast two systems, in different countries, each with a


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million subscribers. These revisions would not undulyexclude Operators, while still requiring that theydemonstrate not only their experience in runningnational networks but also their ability to do so incountries outside of their home base.Section 1.2 (Notice to Applicants), provides theCommittee discretion to make such amendments inthe rules. Specifically, Section 1.2 states that theCommittee reserves the right to take any action,

including amending these Pre-qualification rules,which it considers necessary to ensure that theLicence Award Process occurs in a fair, open andtransparent manner and in accordance with the lawsof the Republic of the Union of Myanmar.


2.1.3 Financialexperience

What is the purpose of the financial experiencerequirement set out in Part 2.1.3 if the Applicantmeets the primary experience requirement set out inPart 2.1.1

The purpose of the financial experience requirement set out in Part2.1.3 is that only Applicants who have been able to provide funds orobtain financing to support the construction and operation of at leastone Public Mobile Telecommunications Network will be pre-qualified.



The question is framed in the past tense has beenable to provide funds; is a statement relating tocurrent financial capability allowing the funding of afuture construction and operation also required in this

section?

No statement relating to current financial capability allowing thefunding of a future construction and operation is required. In the ITTsubmission, Pre-qualified Applicants will need to include a financialplan, including financing strategy.



Is third party endorsement required to support anApplicants demonstration of availability of funds tosupport operations? Would a letter certified from abank suffice?

At this pre-qualification stage, no third party endorsement to supportan Applicants demonstration of availability of funds to supportoperations is required. Please also refer to the answer to question76.



How does this align with 4.9 that requests a list of allFinancing Activities in last 5 years is included inAnnex G as well as 4.8 which references the financialstatements demonstrating the Applicants financialcapability to fund the construction and operation ofthe telecom operation. How is an unsuccessfulfinancing activity defined?

In the Pre-qualification Rules, Part 2 contains the criteria that anApplicant must meet in order to be pre-qualified. Part 4 contains theinformation that an Applicant seeking to become pre-qualified needsto submit in order to prove that it meets the criteria stipulated in Part2. That is why Part 2.1.3 of the Rules contains the financingrequirement (i.e., that an Applicant has been able to obtain financingto support the construction and operation of at least one PublicMobile Telecommunications Network), while Part 4.9 contains therequired information to be submitted by the Applicant to

demonstrate the requirement of Part 2.1.3. Annex G FinancingActivity Details contains the form to be used for this purpose.For the definition of unsuccessful financing, please refer to theanswer to question 211.


2.1.4 Regulatorycompliance

The Applicant must certify that anytelecommunications Licences or Authorisations for theprovision of Public Telecommunications Services heldby the Applicant, any entity that has a ControllingInterest in the Applicant or any entity in which the

(a) Certification must be done using Annex H RegulatoryCompliance Details. As stated in Part 4.10, the Applicant mustprovide confirmation that all telecommunications Licences orAuthorisations for the provision of Public TelecommunicationsServices held by the Applicant, any entity that has a Controlling


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Applicant is a Controlling Interest Holder is in goodstanding.(a) What is meant by the term to certify?(b) Can the Applicant certify the matter withoutrecourse to an external party (for witnessing,notarisation, consularisation or otherwise), as thelatter process will inevitably take considerable time inmany markets and may be subject to delays? Forexample, notarisation and consularisation by the

Embassy of the Republic of the Union of Myanmarhas taken up to 14 working days in the past. We notethat there are 91 interested parties that submittedEOIs and that there are several certificates requiredfrom each Applicant. If notarisation andconsularisation are required, can the Applicantundertake to provide the notarised and consulariseddocument(s) from the Committee as soon as itbecomes available and submit the certifieddocuments in the meantime? This is a practicalconsideration.(c) Is there a materiality threshold concerningregulatory compliance which Applicants shouldutilise?

(d) Can a definition be provided as to what should bedefined as regulatory compliance?

Interest in the Applicant or any Subsidiaries of the Applicant in whichthe Applicant has a Controlling Interest are in good standing. TheApplicant should provide a written statement from the regulatoryauthority that granted the Licence or Authorisation. If the Applicantcannot obtain such written confirmation, it must provide a sworn andnotarised statement from an officer or director of the Applicant (or, ifthe Applicant is a Consortium, from an officer or director of anyMember of the Consortium that provides Public TelecommunicationsServices or that operates a Public Telecommunications

Network).The sworn statement should be prepared in accordancewith Annex I Declaration of Regulatory Compliance.(b) In the case of a sworn and notarised statement, it is not requiredthat this be done through the Embassy of the Union of Myanmar. Anotarised statement prepared in accordance with the legalnotarisation requirements in the Applicants country will suffice. (c) No, there is no materiality threshold. In case a Licence orAuthorisation has been revoked, suspended or substantiallymodified or where the Licence or Authorisation holder has beensanctioned, or is subject to pending legal or administrative action bya judicial or regulatory body as a result of the licensee or

Authorisation holders failure (or alleged failure) to comply with anylegal, regulatory or licensing or Authorisation condition, theApplicant should describe why this should not be a basis for

disqualification. The Committee will evaluate on a case by casebasis.(d) Regulatory compliance is a section heading, not a specificrequirement. The Applicant must satisfy the substantiverequirements in Part 2.1.4 of the Rules. Please also refer to part (c)of this answer.



Section 2.1.4 of the Rules requires an Applicant todemonstrate that neither it or any entity that has aControlling Interest in the Applicant nor any entity inwhich the Applicant is a Controlling Interest Holderhas had a telecommunications licence revoked,suspended or substantially modified, or has enteredinto a settlement agreements in relation theretoarising out of the licensees alleged failure to comply

with any legal or regulatory provision related to theprovision of telecommunications services or with theinability to meet pre-established Licence terms.Please clarify the exact scope intended by the phrasein quotation marks above. For instance, does thescope of Section 2.1.4 include revocation, suspensionor substantial modification of a telecommunicationslicence arising out of the licensees alleged activitiesthat do not specifically relate to its failure to complywith the terms and conditions of a licence?

Please refer to the answer to question 79.As stated in Part 2.1.4 of the Rules, the Applicant must disclose anysituation in which its Licence has been revoked, suspended orsubstantially modified arising out of the licensees alleged failure tocomply with any legal or regulatory provision related to the provisionof telecommunications services or with the inability to meet pre-established Licence terms. In the interest of clarity and for theabsence of doubt, should the Applicant view that there is any

ambiguity, then the Applicant should provide the details andexplanation regarding the situation in question.


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What is the nature of document that is required todemonstrate the same?




Request you to please meaning and scope for theterm good standing


83 2. Requirementsfor Pre-

qualification

2.2 Specialrequirements for

Consortia

We note that Part 2.2 of the rules provides that AnApplicant may adopt whatever membership structure

it chooses.(a) Does this statement apply to Applicants who aresingle entities as well as Applicants who areConsortiums?

(b) Does this statement mean that an Applicant,whether a Consortium or a single entity, can structurethe membership of the Licensee in such a way thatthe Applicant holds an indirect interest in the Licenseethrough a Subsidiary of the Applicant?

(a) Yes, the statement means that an Applicant may be either asingle entity or a Consortium.

(b) Please refer to the answer to question 30.


2.2 Specialrequirements forConsortia

Is there any benefit to a foreign operator submittingtheir pre-qualification application with a local partneras part of a consortium and if so, what benefits doesthe foreign operator gain by submitting a pre-qualification application as part of a consortium with alocal partner?

The Committee will not make any distinction between foreign andlocal Applicants, as long as the submission is in accordance with thePre-qualification Rules.



The Applicant must certify that the ExperiencedOperator. If the Applicant is a Consortium, doesApplicant in this instance refer to the ExperiencedOperator (or each Member of the Consortiumcertifying in respect of the Experienced Operator)?

If the Applicant is a Consortium, references to the Applicant referto all Members of the Consortium. In this case, the Applicationsubmitted by the Consortium must include a confirmation that theExperienced Operator (a) meets by itself all the Pre-qualificationrequirements set out in 2.1.1 through 2.1.4; (b) will have the largestOwnership Interest of any Member of the Consortium (which will beat least forty (40) percent) in the Nationwide TelecommunicationsLicensee; and (c) will have control over the marketing and technicalactivities of the Nationwide Telecommunications Licensee.



Pursuant to Article 2.2, if combination of primary andsecondary experience is allowed so the experienceoperator may meet some of the pre-qualificationsunder 2.1.1 through 2.1.4, not all of them. Will it beflexible to meet Pre-qualification requirements by theconsortium not only by the experience operator itself?




For entities who have submitted EOI separately, canthey come together to submit as a consortium (singleapplicant) for Pre-qualification?

Entities who have submitted an EOI separately can form aConsortium and submit a Pre-qualification Application as aConsortium, provided that the Consortium is able to satisfy the pre-qualification requirements.


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Process (as a detailed business plan, implyinggreater details on revenues sharing schemes, marketconditions and regulation, is required to raise theappropriate financing proceeds)?



Request you to please let us know if there are anyminimum local shareholding requirements?

There are no minimum local shareholding requirements.


qualification


Consortia

(a) Will be there any recommended or mandatedownership/legal structure for the entities, which will

become owners of licences?(b) Will foreign investor be allowed to own 100% or amajority in such entity?

(a) Please refer to the answer to question 30.(b) As long as the requirements of the Rules are met, a foreign

investor would be allowed to own a majority or 100 percent of theMyanmar-registered company that holds the Licence.



Would foreign operators be allowed to own 100% ofthe new licence?



2.2 & 8 Specialrequirements forConsortia

We note that Part 8 defines Consortium to mean anApplicant that consists of two or more legal entities, atleast one of whom is a Public MobileTelecommunications Operator.(a) Can a Consortium be comprised of members fromthe same corporate group? In other words, can aConsortium be comprised of members who (i) areAffiliates; or (ii) are Controlling Interest Holders in

other members of the consortium; or (iii) areotherwise related?(b) If the answer to question (a) is yes and if allConsortium members are Affiliates, how will theCommittee calculate the Ownership Interest of theExperienced Operator? Will the Ownership Interest ofthe Experienced Operated be calculated at 100%?(c) If the Applicant is a Consortium, must the Licenseehave more than one shareholder, or can the shares inthe Licensee be held by a single entity? If the sharescan be held by a single entity, does that entity have tobe a Consortium member of can the entity be asubsidiary of the Consortium member?

(a) A Consortium may include Members from the same corporategroup.(b) If the Applicant is a Consortium whose Members are from thesame corporate group, the Ownership Interest of the ExperiencedOperator will be based solely on that entitys direct OwnershipInterest in the Consortium and will not include the OwnershipInterests of any Affiliates.(c) Please refer to the answer to question 30.

99 2. Requirements


2.2 Special

requirements forConsortia

We also note that a Consortium must have an

Experienced Operator.(a) Can a Consortium be comprised only of (i) oneExperienced Operator who is not itself an Operator(but comes within the definition of an ExperiencedOperator on the basis of its controlling interest in anOperator); and (ii) one non-Operator?(b) Part 2.2 provides that the Experienced Operatormust satisfy the Eligibility Requirements set out in2.1.1 through 2.1.4 of the Rules by itself. Please

(a) Yes. A Consortium can consist of: (i) an entity that qualifies as

an Experienced Operator on the basis of its Controlling Interest in aPublic Mobile Telecommunications Operator and (ii) one or moreentities that are not Operators.(b) The primary and secondary experience requirements can befulfilled through a Subsidiary, in line with Parts 2.1.1 and 2.1.2 of theRules.(c) The Experienced Operator must have a minimum 40%Ownership Interest in the licensee, either directly or indirectly.


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confirm whether these requirements can be satisfiedthrough a Subsidiary of the Experienced Operator.(c) We note that the Experienced Operator must havea minimum 40% Ownership Interest in the Licensee.Can this Ownership Interest be an indirect interest inthe Licensee or does it have to be held directly by theExperienced Operator?


qualification


Consortia

Section 2.2 in page 8 stipulates on SpecialRequirements for Consortia. Is it acceptable for the

Applicant who submitted the EOI to partner withanother entity that did submit or did not submit theEOI to set up a Consortium for the submission of thePre-qualification Application?

An Applicant can form a Consortium with Members that did notsubmit an EOI or that were not mentioned in the EOI. Likewise, if an

Applicant mentioned in the EOI that it would form a Consortium withanother Member, it is not required to do so and can form anotherConsortium or submit as a single entity, if it wishes to do so,provided that it satisfies the Pre-qualification Rules.



Can a consortium that has pre-qualified addconsortium members after the April 4

thdeadline?

No. Please refer to the answer to question 91. Once an Applicantthat is a Consortium has been pre-qualified, it cannot alter theOwnership Interests in the Consortium.



Can a consortium that has pre-qualified subtractconsortium members after the April 4

thdeadline?

No. Please refer to the answer to question 91.



Sub-section 2.2 in page 9 stipulates TheExperienced Operator will have the largest Ownershipof any Member of the Consortium (which will be atleast forty (40) percent) in the Nationwide

Telecommunications Licensee, and In determiningwhether the Experienced Operator has the largestOwnership Interest of any Member of the Consortium,the Committee will aggregate the Ownership Interestof any other Members of the Consortium that are

Affiliates. Please provide an example to makedetailed explanation on how to determine the largestOwnership Interest of any Member of the Consortium.

If the Consortium consists of Members that are not Affiliates, thenthe Member that is the Experienced Operator must have at least40% Ownership Interest and have the largest Ownership Interest.For example, the Experienced Operator may have 45% Ownership

Interest, another Member B 40% and another Member C 15%.However, if Member B and Member C are Affiliates, then theCommittee will aggregate the Ownership Interests of Members Band C (i.e., 40% + 15% = 55%). As Members B and C togetherwould have 55% Ownership Interest and jointly would have thelargest Ownership Interest, this Consortium would not be allowed ifMembers B and C are Affiliates.


2.2 (b) Specialrequirements forConsortia

Can you confirm that the requirement set forth insection 2.2 (b) of the Rules for Pre-qualificationApplications means that the Experienced Operatorshall have a minimum 40% of the equity of theConsortium (and later 40% of the share capital of theMyanmar-registered company to be established by

the selected Pre-qualified Applicants)?

The Committee confirms that the Experienced Operator must have aminimum Ownership Interest of 40% of the Myanmar-registeredcompany to be established by the selected Pre-qualified Applicants.As stated in Part 8 of the Rules, an entity has an Ownership Interestin another entity if: a) the second entity is a corporation and the firstentity is the legal or beneficial owner of a percentage of shares in

that entity; or b) the second entity is not a corporation, and the firstentity has the right to either: (i) a percentage of the profits of thatentity or (ii) in the event of dissolution, a percentage of the assets ofthat entity.


2.2 (b) Specialrequirements forConsortia

Is the figure of 40% set forth in section 2.2 (b) of therules for Pre-qualification Applications refers to equityonly?



2.2 (b) Specialrequirements for

If there are 2 ore more Experienced Operators in aConsortium, how will the requirement that the

As an Experienced Operator must have the largest OwnershipInterest in the Nationwide Telecommunications Licensee, there can


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qualification Consortia Experienced Operator will have the largest OwnershipInterest of at least 40% in the Consortium apply?(a) Can the Experienced Operator all have equalOwnership Interest in the Consortium?(b) Will this requirement be satisfied so long as anyExperienced Operator holds more than 40%?

only be one Experienced Operator. Please note that ExperiencedOperator is a defined term in the Pre-qualification Rules, of whichthe definition can be found in Part 8. The definition allows otherMembers of the Consortium to have experience intelecommunications, even though they are not the ExperiencedOperator of the Consortium.



Is the Experienced Operator allowed to substitute oneof its wholly-owned subsidiaries as member of theconsortium (provided that such subsidiary falls within

the definition of Experienced Operator)? If yes, atwhich stage and under which conditions?

The Experienced Operator is allowed to substitute one of its wholly-owned Subsidiaries as Member of the Consortium provided thatsuch Subsidiary falls within the def inition of Experienced Operator

and that this is done before the submission of the Pre-qualificationApplication.


2.2 Could we envision a substitution of the ExperiencedOperator by one of its subsidiary newly constitutedbut owned directly or indirectly (as set forth within thedefinition of Indirect Ownership Interest detailed inSet 8 of the rules for Pre-qualification Applications) bythe Experienced Operator?

No. Substitution of the Experienced Operator after submission of thePre-qualification. Please also refer to the answer to question 30.



Can a Member of the Consortium substitute any of itswholly-owned subsidiaries?




After submission of the Pre-qualification Application,is it allowed to have new Members in the Consortium?If yes, at which stage and under which conditions?

No. Please refer to the answer to question 91.



Can the Experienced Operator be composed of aconsortium of two Public Mobile TelecommunicationsOperators (or two entities that hold a ControllingInterest in a Public Mobile TelecommunicationsOperator)?

No. The Experienced Operator itself must be a single entity. Pleasealso refer to the answer to question 106.



Is the proposed 50/50 equity structure for theconsortium in compliance with the licencerequirements of Myanmar government? If not, whatkind of structure should we adopt to meet therequirement?

A 50/50 equity structure is not allowed, because the ExperiencedOperator must have at least 40% Ownership Interest, and also musthave the largest Ownership Interest.



If the Consortium is 50/50 (i.e. jointly controlled)between two Experienced Operators can theConsortium nominate which Experienced Operatorprovides the information on 4.7 Telecommunications

Operating Experience, 4.8 Audited FinancialStatements, 4.9 Financing Activities, 4.10 RegulatoryCompliance, 4.11 Criminal records, Bankruptcy,Corporate Insolvency and litigation, 4.12 AdditionalApplicant experience.




Can the consortium have more than one ExperiencedOperator? Can two parties have an equal OwnershipInterest in the Consortium in excess of 40 per centeach? Can a Local Partner be introduced in stage 3 of

The answer to each question is no. Please refer to the answers toquestions 106 and 112.


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the licence award process if not identified in the pre-qualification stage?



Across the global industry, a universally usedstructure with regard to new international investmentsis via the incorporation of a Special Purpose Vehiclefor the purposes of equity holding in, and directmanagement and control of new operators. It is in theSpecial Purpose Vehicle that the ExperiencedOperator holds, directly or indirectly, majority equity

and control. The Special Purpose Vehicle, in turn,holds equity in and control of the new operator.Please confirm that the above structure is acceptablefor the purposes of pre-qualification.

The Experienced Operator must have at least a 40% OwnershipInterest and have the largest Ownership Interest. The ExperiencedOperator may establish a wholly-owned Subsidiary that will hold itsOwnership Interest in the Myanmar-registered company that willhold the Licence. However, the Ownership Interests in the entity thatholds the Licence must precisely mirror the Ownership Interests inthe Consortium that is pre-qualified, in case of a Consortium. Thus,

no entity that is not a Member of the pre-qualified Consortium canhave an Ownership Interest in any special purpose vehicleestablished by the Experienced Operator.



Can the Marketing and Technical activities be sharedbetween consortium members? If no, does it make adifference if they are both Experienced Operators?

While a Consortium may include more than one Operator, only oneMember of a Consortium (meeting all applicable requirements andhaving the largest Ownership Interest) can be designated as theExperienced Operator. The Experienced Operator must have controlover the marketing and technical activities of the NationwideTelecommunications Licensee.



If there are two Experienced Operators in theconsortium does the relevant information only need tobe provided by the Experienced Operator that has theControlling Interest in the Consortium?




Does the consortium need to be incorporate eitherprior to submission of the Pre-qualification Applicationor prior to the third stage Licence award process?




If the consortium has 2 equally experiencedoperators, can the consortium nominate a leadexperienced operator, or do both operators have toprovide all information?




Can the Applicant nominate an entity in which theApplicant is a Controlling Interest Holder to be a directshareholder in a Consortium after award of aLicence? Will any consent/approval be required?




Can the Applicant nominate an entity in which theApplicant is a Controlling Interest Holder to be a directshareholder in a Consortium after successful

completion of the pre-qualification round but prior toaward of a Licence? Will any consent/approval berequired?




Can the shares in a Consortium holding company besold/transferred after award of the Licence? Withinwhat timeframe? To what extent? Will anyconsent/approval be required?

Conditions on ownership change of the licensee will be included inthe draft Licence. MCIT anticipates that any changes will require theprior approval of MCIT/PTD.



Can shares in the licensee (operating company) besold at a later date? Within what timeframe? Will any


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7/28/2019 BURMA MYANMAR TELECOM LICENSES Pre-qualification LIST

burma myanmar telecom licenses pre-qualification list -english

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