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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 Pre-qualification Questions and Answers

March 21, 2013

Pre-qualification Questions and Answers

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INTRODUCTION

This document contains the answers to the questions submitted by Applicants, pursuant to Part 7 of the Prequalification 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 does so, it will provide simultaneous notification to all Applicants by publishing the information on the MCIT website (unless otherwise specified).

Capitalised words in this document have the same definition as stated in Part 8 of the Pre-qualification Rules.

Pre-qualification Questions and Answers

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ANSWERS TO SUBMITTED QUESTIONS


Section 1. Introduction Reference 1.1 Topic Background Question For the period from the award of the new licence in June 2013 till the formation of the regulatory authority in 2015, please advise (a) the safeguards and provisions that will be put in place to achieve a transparent and level playing field environment for the new licensees and (b) the regulatory regime that the new licensee would be subject to. Proposed answer (a) (b) New regulations are currently being developed by MCIT and the Posts and Telecommunications Department (PTD), together with experts 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 are to be granted; however, high-level regulatory guidelines will be provided in the ITT document. The draft Licence, which will be issued as part of the ITT, will contain provisions designed to provide a basic level of transparency, and will identify the types of measures the PTD may take to ensure a 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 taken into account to evaluate the level playing field in the particular context of the Republic of the Union of Myanmar, which is characterised by limited existing infrastructure and a low total teledensity rate. The ongoing development of the regulation will contribute to further designing and achieving this level playing field. Please refer to the answer to question 1. Kindly also note that within MCIT, the PTD has already been assigned the role both to develop the regulation and ensure effective regulation.

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An independent regulator is expected to be in place by 2015, potentially 2 years after the issue of the licences. Many of the issues in the sector that regulatory attention are likely to arise in this 2 year period, so the timing on establishment of the regulator appears to be late? The Union Government has adopted a policy framework for the development of the countrys telecommunications market by facilitating competition in this sector. Is a copy of the policy framework for the development of the telecommunications market available? to make telecommunications services available to the public at affordable prices in both urban and rural areas. Could more information be provided on what the Government considers to be affordable prices

The policy framework is not a specific document. It refers to the fundamental decisions that have been taken by the Union Government to guide the transformation of the telecommunications sector. Please refer to the brief description in the EOI and Prequalification Rules. The Union Government is in the process of developing specific policies governing the telecommunications sector, but has not yet developed specific standards to assess affordable prices. As part of the ITT submissions, the Applicants will need to provide a

Pre-qualification Questions and Answers


defined in any policy document? proposed tariff commitment. This tariff commitment will be one of the elements that will be taken into consideration for the evaluation of the ITT submissions and the selection of the successful Applicants. Prices are expected to be comparable to those in neighbouring countries. Further information on the tariff approval procedures will be included in the regulatory package currently being developed. Please refer to the answer to question 4. (a) (b) The overall tele-density refers to the total tele-density, which is the sum of the number of fixed lines and mobile phone subscribers per 100 inhabitants as defined by ITU.

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The expression of interest requires a commitment to reasonable tariffs and low initial registration charges. Who will determine these levels? (a) Please define what is meant by the term teledensity (b) Is the definition of tele-density the same as that which is used by the International Telecommunications Union, being the number of either fixed lines connections or mobile subscribers per hundred inhabitants in an area, which of them is the highest? Please confirm that the goal of the Union Government is to reach 75-80% fixed line connections or mobile subscribers per hundred inhabitants in Myanmar by 2015-2016, or if not, please provide exact parameters of this goal. Goal to increase overall tele-density of the country to 75 to 80 percent by 2015-2016. Does this mean it is expected that a new licensee will provide 75 to 80 percent of population coverage or geographic coverage?

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

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It is understood that Myanmar target 75-80% teledensity by 2015/2016 (i.e., understood as number of mobile subscriptions per hundred inhabitants). However; (a) Will there be any population coverage targets associated with the awarded licence? (b) Will there be any area coverage targets associated with the awarded licence? One of the critical issues that we foresee is ensuring that the rollout obligations are expressed primarily in terms of population coverage with longer term obligations to infill geographic regions.

Total tele-density, population coverage and geographic coverage are three different elements, although they are related to each other. Please refer to the definition of total tele-density in the answer to question 6. To reach its goal of 75-80% total tele-density by 2015-2016, the Union Government will set minimum coverage requirements for the licensees. Minimum coverage requirements for the licensees will be contained in the ITT. The specific coverage commitments that an Applicant will make in its ITT submission will be taken into account during the evaluation carried out by the Committee during the Licensee Selection Process. Please refer to the answer to question 6 for the definition of total tele-density. (a) Please refer to the answer to question 8. (b) Please refer to the answer to question 8.

Pre-qualification Questions and Answers


10 1. Introduction 1.1 Background Will the target of 75-80% tele-density be required from EACH licence awardee, or is the target tele-density a combination of the tele-densities of the 4 prospective operators? Are there any specific requirements for licensees on the network coverage? If so, what are the specific requirements? For example, the licensee must realise a certain percentage of the country coverage or population coverage in certain period of time? Will the Ministry of Communications and Information Technology (MCIT) impose a minimum coverage requirement in respect of the various states and regions of Myanmar? (a) Can the Operator who is granted a Nationwide Telecommunications Licence (Licence) (Licensee) as a result of the Licence Award Process purchase or lease land to build its own sites, transmission hubs, data centres and switching stations? (b) Will the Licensees right to use land be governed by 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 the Licensee? (a) Will the Licensee be permitted to send and store CDR and customer data in a data centre, data services and/or data systems maintained and operated outside of Myanmar? (b) If so, will there be any restrictions imposed on the sending and storage of such data or otherwise in relation to the operation and maintenance of such data centres, data services and/or data systems? The Licences are defined as covering both fixed and mobile services. (a) Will there be an obligation on Licensees to provide both fixed an mobile or will it be possible to only provide mobile services? (b) If there is an obligation to provide both fixed and mobile services, will there be any requirements in relation to the mix between fixed and mobile services in terms of coverage or tele-density (subject to the answer to the questions regarding the definition of tele-density) These Licences will have an initial duration of 15 years, subject to renewal. (a) Can it be clarified why a period of 15 years has The targets referred to by the Union Government are national targets. The target total tele-density of 75-80% is the combination of the tele-densities of the four (prospective) Operators. Please also refer to the answer to question 8. Please refer to the answer to question 8.

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Please refer to the answer to question 8.

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

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(a) Under the terms of the draft Telecommunications Law, there is no restriction on the storage of customer data outside of the Republic of the Union of Myanmar. (b) The licensee will be required to comply with requirements regarding the protection of customer data and the provision of required information to the PTD.

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(a) The Licences provide the right to offer the full range of telecommunications services (including Fixed Line Services). However, there will be no general obligation on the licensees to provide Fixed Line Service. (b) Not applicable.

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

Pre-qualification Questions and Answers


been selected rather than 20 years which is the period of inter alia the recent Indian 3G licences? (b) Can a further explanation be provided on the term subject to renewal? which the licensee will have an expectation that, if it substantially complies with the conditions in its Licence, the existing Licence will be renewed for an additional period. The Licence renewal would be on broadly the same conditions as the initial Licence. More information on Licence renewal terms will be provided in the ITT and draft Licence. Please refer to the answer to question 16. Please refer to the answer to question 16. (a) (b) (c) (d) Please refer to the answer to question 16.

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When the licence expires after 15 years, will the licensee hold the exclusive option for renewal? Has the Union Government considered the process of licence renewal after initial 15 years? (a) Once the Licence expires after the initial term of 15 years, will the Licence be renewed? If so: (b) Will the Licence be renewed on substantially the same terms? If not, on what terms will the Licence be renewed? (c) Will the Licence be renewed for a further term of 15 years? (d) Will the renewal be at the option of the Licensee (i.e., will the Licence contain a right of renewal)? The Licences are stated to have an initial duration of 15 years, subject to renewal. Will the Licences be subject to renewal only after the end of the initial 15 years, or are there elements of the Licences that may be renewed within the initial 15 years? In Section 1.1, the Licences will have an initial duration of 15 years and subject to renewal. As the licence years is one of key conditions to evaluate the investment of the licence, we suggest Committee must make clear what the renewal terms are prior to issuance of the licence. Please provide more details on the renewal process. Will the renewal be for an additional 15 years? Part 1.1 of the Rules provides that a new Telecommunications Law, which will govern the telecommunications sector, is expected to be promulgated in the coming months. (a) Is the Telecommunications Law currently before parliament for review and if not, when will it go before parliament for review? (b) When will the Telecommunications Law be promulgated? (c) Please confirm that the Telecommunications Law will be promulgated no later than the date on which the Licences are granted to the Licensees. (d) Will any delays in the promulgation of the Telecommunications Law result in changes to the

Please refer to the answer to question 16. The licensee may request renewal 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. Please refer to the answer to question 16.

Please refer to the answer to question 16. (a) (b) A draft of the Telecommunications Law has been prepared by the Union Government. The draft was sent to the Parliament in February 2013 and has been reviewed by a commission which provided its comments. The draft Law is now expected to be examined during the next session of Parliament currently anticipated in May this year. Subject to lower and upper chamber review, the Law is expected to be promulgated in June/July 2013. The MCIT remains confident that the timeline above will be met and is taking all measures within its power to facilitate this process. However, MCIT cannot make a binding commitment regarding the promulgation of the Law on behalf of the Parliament. (c) The Licences will be granted shortly after the Licensee Selection Process is complete. As noted above, the MCIT expects that the Parliament will adopt the new Telecommunications Law at

Pre-qualification Questions and Answers


timetable set out in Part 1.1 (page 4) of the Rules? (e) Will Pre-qualified Applicants be provided with a copy of the then current draft of the Telecommunications Law on 11 April 2013, i.e., at the same time the Pre-qualified Applicants are provided with the Invitation to Tender and draft Licence? (f) When will the Telecommunications Law come into effect? If no firm date is known, please confirm that the Telecommunications Law will come into effect no later than the date on which the Licences are granted to the Licensees. approximately the same time. Given the above, the Committee cannot firmly confirm that the Telecommunications Law will be promulgated no later than the date on which the Licences are to be granted to the licensees. The MCIT clearly understands the importance of this Law being promulgated as soon as possible from an investor perspective. The MCIT would like to assure all investors that everything in the Ministrys power will be done to ensure that: (i) the Law is promulgated in the coming months; (ii) the time gap between the Licence award and the promulgation of the Law, if any, is reduced to a minimum; and (iii) any changes proposed to the draft Law will be changes beneficial to potential investors. However, regardless of the status of the Telecommunications Law, the PTD intends to grant the new Licences shortly after the completion of the Licensee Selection Process. If necessary, this situation will be addressed through the change of law provisions in the Licence. (d) The Licence Award Process will follow the timetable set out in Part 1.1 of the Rules. The Licence Award Process is being conducted in parallel with the Telecommunications Law promulgation process and the process to develop supporting regulation. Those developments are being coordinated to ensure maximum consistency. It is foreseen that the Licences will be issued shortly after the end of the Licensee Selection Process, even if the Telecommunications Law has not been promulgated or the regulation has not yet been finalised. (e) Yes. The latest draft of the Telecommunications Law will be provided together with the ITT document on April 11, 2013. The draft Licence will be based on the then-current draft of the Telecommunications Law. (f) No firm date has been established yet by which the Telecommunications Law will come into effect. Please also refer to items (a)(b) of this answer. (a) Please refer to the answer to question 23. (b) Consultations were conducted regarding previous versions of the draft Law. It is expected that there will be an opportunity for input regarding the new draft of the Telecommunications Law. In addition, the MCIT anticipates that successful Applicants and other interested parties will have an opportunity to comment on the subsidiary legislation that will be adopted to implement the new Telecommunications Law. (c) The Committee expects that the two new Licences will be granted shortly after the two successful Applicants are announced. However, before this can occur, the successful Applicants must, among other things, establish Myanmar-registered companies. The ITT will contain a list of actions that the successful Applicants will be required to take, as well as the expected timeframe of these actions.

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(a) What is the current status of the new Telecommunications Law? (b) Will the new Telecommunications Law be subject to meaningful consultation, including an opportunity to make a submission? (c) What is the best estimate as to when the two new licences will be granted (as opposed to when the two new successful licensees will be announced? (d) Assuming the new Telecommunications Law is not promulgated before the new licensees are determined, can the new licences be granted under the old law as outlined under Section 3.4.2 of the ITU Wireless Broadband Masterplan? If so, how will the possible conflict with the State Economic Enterprise

Pre-qualification Questions and Answers


Law 1989 be managed? (d) In the event the Telecommunications Law has not been promulgated by the time the Licensee Selection Process has been completed, MCIT may consider alternative approaches to ensure that the Licences have a firm legal foundation that will facilitate the transition to the regime to be established under the new Telecommunications Law. In the interim, to the extent possible, MCIT/PTD will seek to act consistently with the then-current draft Law. Please refer to the answer to question 23. Please refer to the answer to question 23.

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Is there any initial information about the Telecommunications Law to be promulgated? As explained in the Rules, a new Telecommunications Law, which will govern the telecommunications sector, has not yet been promulgated, although it is expected to be promulgated in the coming months. Please provide the Committees understanding on any relationship or impact, if any, that the new Telecommunications Law can have on the Licence Award Process In the event the new Telecommunications Law is not promulgated as expected in the coming months, is it expected that the future Licensed Award Process milestones (as set forth in Section 1.1 of the Rules) will accordingly be postponed or delayed? Please provide an overview on the relationship, if any, between the timelines for the new Telecommunications Law and the Licensed Award Process. (a) Would details of the new Telecommunications Law be available before the end of the Tender process? (b) Please comment on how enactment of the Law may affect the issuance of the new licences and corporatisation of MPT. (a) When will the implementing rules (Telecommunications Rules) be issued? (b) Will a draft of the Telecommunications Rules be released publicly before they are issued and if so, when? (c) Will Pre-qualified Applicants be provided with a copy of the then current draft of the Telecommunications Rules on 11 April 2013, i.e., at the same time the Pre-qualified Applicants are provided with the Invitation to Tender and draft Licence? (d) Will the Telecommunications Rules be issued before either 27 June 2013 or the time at which the Licences are granted?

Please refer to the answer to question 23.

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

(a) (b) (c) (d) (e) The Committee assumes in this question that Telecommunications Rules refers to regulations currently being developed by MCIT/PTD, such as interconnection and access. Please refer to the answer to question 1. MCIT/PTD has begun work on these rules. MCIT/PTD anticipates that these rules will be consistent with international best practices, as applied to the specific conditions in the Republic of the Union of Myanmar. Once the draft rules have been completed, an opportunity for consultation will be provided. To provide more clarity to potential investors, an Information Memorandum will be released as part of the ITT that will contain a description of the regulatory framework that is expected to be adopted. In addition, the draft Licence will contain provisions regarding the regulatory regime that will be applied.

Pre-qualification Questions and Answers


(e) When will the Telecommunications Rules come into effect? If no firm date is known, please confirm that the Telecommunications Law will come into effect no later than the date on which the Licences are granted to the Licensees We note that Part 1.1 of the Rules provides that the Licence will be granted to a Myanmar-registered company (Licensee) that must be established by the selected Pre-qualified Applicants. (a) What is the required relationship between the Applicant and the Licensee? (b) Must the Applicant hold a direct shareholding in the Licensee? If so, what percentage? (c) Can a Subsidiary of the Applicant (whether wholly owned, direct or indirect, or otherwise) hold a 100% of the shares in the Licensee? Effective tax structuring (e.g. through a country with a double tax treaty with Myanmar) can help reduce costs whereas increased investments will affect the level of affordable tariffs which can be offered to the general public. (d) If the answer to (c) is yes, does the Subsidiary have to satisfy the eligibility requirements set out in Parts 2.2.1 to 2.1.4 (inclusive) of the rules (Eligibility Requirements) either by itself or through a Subsidiary, or can these requirements be satisfied by the Applicant? (e) If the answer to (c) is no, please explain how this would be consistent with the statement in Part 2.2 of the Rules which provides that An Applicant may adopt whatever membership structure it chooses.

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Section 1.1 in page states two Nationwide Telecommunications Licences will then be granted to the Myanmar-registered companies that must be established by the selected Pre-qualified Applicants (a) Please specify the time to establish these Myanmar-registered companies: before or after the announcement of the two selected Pre-qualified Applicants. (b) How long does it usually take to establish this

(a) The selected Pre-qualified Applicants are required to establish a Myanmar-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 structure specified in the Application. If the Applicant is a single entity, the Myanmarregistered company must be fully-owned by the Applicant. If the Applicant is a Consortium, the Myanmar-registered company must have equity interests that are aligned with the equity interests proposed by the Consortium, as stipulated in Part 4.4 (b) of the Rules. (b) Please refer to part (a) of this answer. (c) MCIT expects that a successful Applicant will be able to establish a 100 percent owned Subsidiary (holding company) which, in turn, could hold a 100 percent Ownership Interest in the Myanmarregistered company to which the Licence will be granted. If the successful Applicant is a Consortium, the Members of the Consortium may establish a holding company, provided that their Ownership Interest in the holding company precisely mirrors the equity interests specified in the Application. As an example, the holding company, in turn, would be required to have a 100 percent Ownership Interest in the Myanmar-registered company to which the Licence will be granted. Any alternative arrangements would need prior approval. (d) Please refer to part (c) of this answer. (e) The statement in Part 2.2 defines that a Pre-qualification Applicant may adopt whatever membership structure it chooses: the Applicant may be a single entity or a Consortium. If the Applicant is a Consortium, it may include both entities that are Operators and entities that are not Operators. Similarly, a Consortium may include both foreign and local companies. However, once an Applicant has chosen the membership structure with which it applies for Prequalification, it will need to maintain this membership structure. (a) The Myanmar-registered company may be established before or after 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 a company in Myanmar are undergoing rapid changes. The incorporation of a foreign Myanmar-registered company and registration of a Myanmar branch of a foreign company in Myanmar are subject to the procedures and requirements set out in the

Pre-qualification Questions and Answers


telecommunications company in Myanmar? (c) Please specify the law that governs the establishment of this telecommunications company. Myanmar Companies Act and by the Directorate of Investment and Company Administration (DICA). Foreign investors are expected to invest in accordance with the Foreign Investment Law. (c) The law that will govern the establishment and management of the Myanmar-registered company is the Law of Myanmar. Please refer to Myanmar legislation, special laws, notifications, rules and regulations enacted by the Union Government. (a) Pre-qualified Applicants are not required at this time to establish a Myanmar-registered company. Only the two Pre-qualified Applicants selected during the Licensee Selection Process will be required to do so. Please also refer to the answer to question 30. (b) The company must be incorporated before the Licence is granted. Please refer to the answer to question 31. (c) The two selected Pre-qualified Applicants will be required to apply to the Myanmar Investment Commission (MIC) for the establishment of the Myanmar-registered company. The Licence will be awarded to the Myanmar-registered company.

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two Nationwide Telecommunications Licences will then be granted to the Myanmar-registered companies that must be established by the Prequalified Applicants. (a) Does this mean that Pre-qualified Applicants will be required to set up local incorporated companies in anticipation of obtaining the Licence? (b) Please could also you advise at what point it is envisaged that this company is to be incorporated as we have been advised that registration may take up to a couple of months? (c) Will the proposed Nationwide Telecommunications Licensee be permitted to apply to the Myanmar Investment Commission (MIC) for a permit and incentives under the 2012 Foreign Investment Law and, if so, at what stage should the MIC process be undertaken? (a) Can it be confirmed that the Myanmar-registered company does not need to be incorporated prior to the selection of the two successful Pre-qualified Applicants? (b) Will the Union Government assist each of the two successful Pre-qualified Applicants to incorporate a Myanmar-registered company as quickly as possible, including under the Foreign Investment and Company Registration processes? The Licences will be granted to Myanmar-registered companies that must be established by the selected Pre-qualified Applicants. Can the Myanmar-registered company be registered only after the award of the Licences or must it be established before the submission of the Licences? Questions on the Invitation to Tender and comments on the draft Licence due (a) Will this process allow for submissions and consultation on the draft licence, as well as face-toface meetings? (b) How will the draft licence be affect should the new Telecommunications Law, and the licensing and other

(a) The Myanmar-registered company does not need to be incorporated prior to the selection of the two successful Pre-qualified Applicants. Please also refer to the answers to questions 30 through 32. (b) Please refer to the answers to questions 31 and 32.

Please refer to the answer to question 31.

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

Pre-qualification Questions and Answers


supporting regulations, not have been adopted at that time? Can the deadline for submission of Questions on the Invitation to Tender and comments on the draft Licence be brought forward to increase the timeframe between the issuance of answers to questions and the submission of the responses to the Invitation to Tender Can you please confirm that the provisional timetable is still current? During the EOI process we provided designated contact details of persons to be notified. Can you please confirm that any changes to the timetable or other changes to the Rules for Prequalification Applications will be notified to the appointed contact persons set out in the EOI documentation? (a) Do the requirements of the current version of the Republic of the Union of Myanmars Foreign Investment Law specifically the requirements for local participation have to be fulfilled by consortiums applying for a Nationwide Telecommunications Licence. (b) Is there a maximum shareholding that foreign investors can have in the consortium? Will the Licences to be awarded include a licence for the operation of an international gateway?

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The deadline for submission of Questions on the Invitation to Tender and comments on the draft Licence has been established in order to allow sufficient time for Pre-qualified Applicants to formulate questions and comments on the draft Licence. Accordingly, the deadline will not be brought forward. The Committee confirms that the provisional timetable of Part 1.1 of the Rules is still valid. The Committee reserves the right to amend the Rules, including the timetable. The Committee is committed to ensuring transparency in the Licence Award Process. In any case in which the Committee amends the Rules, it will provide simultaneous notification to all Applicants by publishing the information on the MCIT website or by sending emails to the Authorised Representatives. (a) There is no requirement for local participation in the telecommunications sector under the Foreign Investment Law and Foreign Investment Rules. (b) There is no maximum shareholding that foreign investors can have in the future Myanmar-registered company that will hold the Licence.

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Is it solely a mobile licence? Does it include landline or internet service as well?

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The new Telecommunications Law that is expected to be promulgated in the coming months envisages that enabling regulations will also have to be passed. When are these enabling regulations expected to be passed? Will this be before the Licences are awarded th on 27 June 2013? New Telecommunications Law Request you to please provide details of the annual licence, spectrum, frequency, and any other regulatory fees that an operator will have to bear. Please confirm that all information published on the website of MCIT that relates in any way to the Prequalification or Licence Selection Process will be

Yes, licensees are expected to be able to build and operate international gateways, subject to promulgation of the draft Telecommunications Law and issuance of appropriate regulation regarding this matter. More information regarding the scope of the Licence will be provided in the draft Licence. The Licence will authorise the provision of a comprehensive range of telecommunications services, including Fixed Line Services. More information regarding the scope of the Licence will be provided in the draft Licence. Please refer to the answers to questions 1 and 29.

Details on the annual Licence, spectrum, frequency, and any other regulatory fees that an Operator will have to bear will be provided in the ITT document and draft Licence. The Committee confirms that all information published on the website of MCIT that relates to the Pre-qualification or Licensee Selection Process will be published in the English language.

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published in the English language. (a) Will the identify of the members of the Committee and the advisors of the Committee made public? (b) If so, when and in what forum (i.e., will names be published on the MCIT website)? This section refers to a comparative evaluation methodology and section 6 refers to applicants being granted a score. Please clarify the methodology and the rubrics which will be used to assess and score applicants.

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(a) The identity of the members of the Committee and the advisors of the Committee are not public. (b) Not applicable. The evaluation of the ITT submissions will be based on the comparative 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 set of selection criteria. This comparative evaluation will include a scoring of each Applicant based on the different selection criteria. The specific details on the selection criteria and weighting will be provided in the ITT document. An explicit, pre-defined set of selection criteria will be used to assess and score Applicants during the Licensee Selection Process. A provisional set of selection criteria can be found in Annex C of the Rules. A final set of selection criteria and their weighting will be provided in the ITT document. Please also refer to the answer to question 45. All Pre-qualification Applicants that meet the requirements set out in the Rules will become Pre-qualified Applicants. No target number or maximum number of Pre-qualified Applicants has been set by the Committee. Please refer to the answer to question 47.

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

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2. Requirements for Prequalification 2. Requirements for Prequalification 2. Requirements for Prequalification 2. Requirements for Prequalification

Requirements for Prequalification Requirements for Prequalification Requirements for Prequalification Requirements for Prequalification

48

How many Pre-qualification Applicants will be shortlisted for the Licensee Selection Process? Is there a target number that the Selection Committee is hoping to achieve? How many Applicants will be invited to participate in the third stage of the process? How many companies are likely to be invited to the third stage of the licence award process? (a) How many applicants will be chosen as prequalified? (b) How many are bidding now to be pre-qualified? Who are they? (c) Is there any information about our competitors?

49

Please refer to the answer to question 47.

50

51

2. Requirements for Prequalification

Requirements for Prequalification

Beyond the stated requirements as per Section 2 of the Rules for Pre-qualification Applications (i.e., Primary Experience, Secondary Experience, Financial Experience, Regulatory Compliance, not currently authorised to provide public telecommunications services in Myanmar and no duplicate applications), what other criteria, if any, will Pre-qualification applicants be evaluated against?

(a) Please refer to the answer to question 47. (b) (c) The list of Applicants seeking to become Pre-qualified Applicants will be announced during the opening session of the Prequalification Applications on April 4, 2013, pursuant to Part 3.6 of the Rules. The list will also be posted on the MCIT website within 48 hours after the opening session. At the end of the Pre-qualification stage, by April 11, 2013, a list of Pre-qualified Applicants will also be published on the MCIT website. The substantive requirements for pre-qualification are contained in Part 2 of the Rules. However, Pre-qualification Applications must also comply with the Application procedures in Part 3 of the Rules and must provide the information required in Part 4 of the Rules.

11

Pre-qualification Questions and Answers


52 2. Requirements for Prequalification 2 Requirements for Prequalification If an Applicant is a consortium with more than one Experienced Operator, where the first Experienced Operator meets the primary requirement (2.1.1) and the second Experienced Operator meets the secondary requirements (2.1.2), does this qualify the Applicant overall? Because the Experienced Operator must have the largest Ownership Interest of any Member of the Consortium, only one entity can qualify as the Experienced Operator. That entity must meet both the primary experience requirements contained in Part 2.1.1 of the Rules and the secondary experience requirements contained in Part 2.1.2 of the Rules. However, other Operators that satisfy either or both of the requirements in Parts 2.1.1 and 2.1.2 may also participate in the Consortium provided they have a smaller Ownership Interest than the entity designated as the Experienced Operator. In order to ensure the timely completion of the Licensee Selection Process, and to ensure fairness to all participants, no change in Consortium membership can occur after submission of the Prequalification Application.

53

2. Requirements for Prequalification

Requirements for Prequalification

54

2. Requirements for Prequalification

Requirements for Prequalification

If the applicant is a consortium and the consortium does not meet the pre-qualification criteria outlined in Section 2 of the Rules for Pre-qualification, can the members of the consortium negotiate (separately or collectively) with other individual applicants that did meet the prequalification requirements and form a new consortium for the third stage of the tender? If so, how does the pre-qualified applicant notify the Committee of these changes? Can two local entities with overlapping ownership submit separate Pre-qualification Applications with different experienced operators?

55

56

2. Requirements for Prequalification 2. Requirements for Prequalification

2.1

Requirements for Prequalification Required experience

57

2. Requirements

2.1.1

Primary

Could you please give more detailed description on criteria for applicant to be selected as pre-qualified applicant? Our view is the requirement of Secondary Experience in Section 2.1 is not a necessary indicator for evaluating the ability of a mobile operator. It will narrow the opportunity to attract operators to participate the development of telecom in Myanmar. We have tremendous global experience in launching new telecom operators in a dozen of developing countries. In accordance with the international practice, we strongly suggest to remove the requirement of Secondary Experience or revise it as an optional item. Regarding section 2.1.1, where the Experienced

As stipulated in Part 2.4 of the Rules, an Applicant may only submit a single Pre-qualification Application. If the Applicant is a Consortium, then: (a) no Member of the Consortium may submit a separate Prequalification Application; (b) no Member of the Consortium may be a Member of any other Consortium that submits a Pre-qualification Application; and (c) neither any entity that is a Controlling Interest Holder in a Member of the Consortium, nor any entity in which a Member of the Consortium is a Controlling Interest Holder may submit a Prequalification Application or be a Member of any other Consortium that submits a Pre-qualification Application. Please refer to the answer to question 51.

The Committee has carefully defined all the requirements set out in the Rules. The secondary experience is required so as to demonstrate the ability of the Applicant or the Experienced Operator, in case the Applicant is a Consortium, to operate outside of one country. The Committee will not remove the secondary experience requirement nor make it an optional item.

In order to ensure that the Experienced Operator has experience

12

Pre-qualification Questions and Answers


for Prequalification experience Operator has operations over multiple countries, can the 4 m mobile subscribers requirement be met with mobile subscribers from more than one country? Pursuant to Article 2.1.1 Primary Experience, it read that this provision is specified for holding company which holds shares or has ownership interest in the Telecom Operator as required but if the applicant is telecom operator itself instead of having an ownership interest in the Telecom operator. Would it be qualified under this Article 2.1.1? In section 2.1.1 of the Pre-qualification Rules, is the four year ownership requirement as of 4 April 2013 (date of submission) or other? In Section 2.1.1, is the Applicant required to have only Management Control for no less than four (4) consecutive years, or is it required to have both the minimum of 50.1 percent Ownership Interest and Management Control for no less than four (4) consecutive years? Section 2.1.1 of the Rules require that the Applicant demonstrate that it, either directly or indirectly through on of the Applicants Subsidiaries, had had a minimum of 50.1 percent Ownership Interest in at least one Public Mobile Telecommunications Operator. Please confirm that this section was not meant to preclude a Public Mobile Telecommunications Operator (who meets the qualifications set forth in Section 2.1.1 (a) through (d)) itself from submitting the Pre-qualification Applicant as the Applicant Request you to please let us know if 2.1.1 (Primary Experience) would be satisfied if the applicant is itself the Public Mobile Telecom Operator, irrespective of ownership pattern, meeting the criteria laid down in 2.1.1 (a), (b), (c), and (d). Therefore, if the Applicant itself meets the criteria provided in 2.1.1 (a), (b), (c), and (d), then the ownership and management control criteria should not be relevant. What qualifies as demonstrating primary and secondary experience? Is a summary of this experience confirmed by the Applicant sufficient or is supporting evidence required? operating a large operation in a single country, as provided in Part 2.1.1 of the Rules, the requirement for a minimum of 4 million mobile subscribers must be satisfied by one single Operator in a single country. If the Applicant is an Operator that itself meets the requirements of Part 2.1.1, then the Applicant satisfies the requirements of Part 2.1.1.

58

2. Requirements for Prequalification

2.1.1

Primary experience

59

60

2. Requirements for Prequalification 2. Requirements for Prequalification

2.1.1

Primary experience Primary experience

The four year ownership requirement is as of the date of submission of the Pre-qualification Application, i.e. April 4, 2013. The four (4) consecutive years applies both to the minimum of 50.1 percent Ownership Interest and Management Control.

2.1.1

61

2. Requirements for Prequalification

2.1.1

Primary experience

Please refer to the answers to question 58.

62

2. Requirements for Prequalification

2.1.1

Primary experience

Please refer to the answers to question 58.

63

2. Requirements for Prequalification

2.1.1-2.1.2

Primary and secondary experience

64

2. Requirements

2.1.1-2.1.2

Primary and

It is also unclear how you would like us to

To demonstrate primary and secondary experience, Annex F Telecommunications Operating Licence Details of the Rules must be filled in. The Applicant may provide additional detail as it deems appropriate provided that: a) it is placed in the correct section of the submission in accordance with the specified checklist; and b) the maximum page limitation is respected. Please refer to the answer to question 63.

13

Pre-qualification Questions and Answers


for Prequalification 2. Requirements for Prequalification secondary experience Primary and secondary experience demonstrate the various facts about the entities in 2.1.1 and 2.1.2 If two experienced operators from different countries meets the primary experience criteria (Section 2.1.1 of the Rules for Pre-qualification) but not the secondary experience criteria outlined in Section 2.1.2, can they form a consortium and by virtue of their combined experience qualify as possessing both primary and secondary experience? If the applicant is qualified under 2.1.1, but not under 2.1.2, however, the applicant is under the group which has the secondary experience under 2.1.2, will the applicant meet pre-qualification? Pursuant to Article 2.1.2 Secondary Experience, as under Article 2.2 which allows for applying by the Consortium, so in case that one member of the Consortium is Experience Telecom Operator who has primary experience as required under Article 2.1.1 and the other member of Consortium is a holding company or company which has secondary experience as required under Article 2.1.2 so under my understanding as the rule is allowed for Consortium in order to integrate and share experiences, the rule seems to allow for integration of primary experience and secondary experience among members of the Consortium. Is my understanding correct? Please clarify if both the Primary Experience and the Secondary Experience must be demonstrated by the same Experienced Operator or if another Experienced Operator in the consortium may demonstrate the Secondary Experience. (a) Please confirm that the primary experience requirement and the secondary experience requirements set out in Part 2.1.1 and 2.1.2 of the Rules cannot be satisfied by a Controlling Interest Holder of, or Significant Shareholder in, the Applicant, but must be satisfied by either the Applicant itself or a Subsidiary of the Applicant. (b) To what extent would the Committee consider changing the Rules to enable the Eligibility Requirements to be satisfied by a Controlling Interest Holder of the Applicant, rather than a Subsidiary? Please could you confirm that the Number of subscribers refers to active subscribers as defined by the ITU (2010, Code 271) to include pre-paid SIM

65

2.1.1-2.1.2

Because the Experienced Operator must have the largest Ownership Interest of any Member of the Consortium, only one entity can qualify as the Experienced Operator. The Applicant must certify that, among other elements, the Experienced Operator meets by itself all the Pre-qualification requirements set out in 2.1.1 through 2.1.4. Please refer to the answer to question 65.

66

2. Requirements for Prequalification 2. Requirements for Prequalification

2.1.1-2.1.2

Primary and secondary experience Secondary experience

67

2.1.2

Please refer to the answer to question 65.

68

2. Requirements for Prequalification

2.1.2

Secondary experience

Please refer to the answer to question 65.

69

2. Requirements for Prequalification

2.1.1-2.1.2

Primary and secondary experience

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

70

2. Requirements for Prequalification

2.1.1-2.1.2

Primary and secondary experience

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

14

Pre-qualification Questions and Answers


cards active [i.e. recharged] in the last 3 months, but excluding mobile broadband subscribers via data cards or USB sticks. We recommend use of this definition as it prevents subscriber base claims which are exaggerated through the inclusion of inactive connections or multiple SIM cards. Section 2.1.2 of the Rules requires that the Applicant, either directly, or indirectly through one of the Applicants Subsidiaries must satisfy all the requirements set forth therein. Please clarify and confirm that past experiences of the Applicant (or the Experienced Operator) can be used to satisfy the requirements in Section 2.1.2, so long as past experience satisfies all the requirements in Section 2.1.2 (a) through (d) (i.e., location in a different country than the requirements in Section 2.1.1, commencement of commercial operations no later than December 31, 2009, use of internationally approved, standard-based digital technologies, and a minimum of 1,000,000 mobile subscribers) as and when it had owned at least 30% Ownership Interest and has had Significant Management Responsibility for no less than 3 consecutive years. Please further define the wording of significant operator experience as required in the secondary experience provision whereby how will the evaluation committee interpret the contributions made. The word can be totally subjective. We can claim that it is significant and the tender committee can interpret as not significant. For example, if we have the NOC management responsibility, or marketing responsibility or, financial responsibility to reduce capex and opex of the network operations, we would consider them significant. Please elaborate. A group of international business professionals has expressed its concern that the recently announced Rules for Pre-qualification may have unintended effect of restricting competition, which could potentially affect international perception on Myanmars reputation. In particular, the use of overseas secondary experience as a determining selection criterion is highly unusual, if not unprecedented, in similar Greenfield international telecommunications tender processes where significance is placed primarily on applicants cumulated experience and capability. Could the

71

2. Requirements for Prequalification

2.1.2

Secondary experience

The purpose of the secondary experience requirements is to enable an Applicant to demonstrate that it currently has the experience to build and operate a telecommunications network in a second country. Therefore, the Applicant must demonstrate that it currently has at least a thirty (30) percent Ownership Interest and a Significant Management Responsibility (and has had so for no less than 3 consecutive years) in any Operator (or is the Operator itself) that had a minimum of 1,000,000 mobile subscribers as of December 31, 2012. The Rules do not allow an Applicant to satisfy the size of the Operator requirement based on the number of subscribers that the Operator had during a prior point in time.

72

2. Requirements for Prequalification

2.1.2

Secondary experience

As defined in Part 8 of the Rules, an entity has Significant Management Responsibility over another entity when the first entity has the authority to make decision or otherwise engage in practices or activities that determine or significantly influence one or more material aspects of the day-to-day operations of the second entity.

73

2. Requirements for Prequalification

2.1.2

Secondary experience

Please refer to the answer to question 71.

15

Pre-qualification Questions and Answers


Committee provide its stance on the abovementioned concerns? According to Section 1.1 of the Pre-qualification Rules, [t]he purpose of the Pre-qualification Process is to identify those Applicants who meet a basic set of requirements that demonstrate that they have the requisite resources, financial strength, operating skills and experience to design, implement and operate a Public Telecommunications Network. We acknowledge the importance of the governments desire to ensure that the Public Telecommunications Operator (Operator) which is or forms part of the Applicant has sufficient experience to deploy networks and offer services. We are concerned, however, that section 2.1.1, Primary Experience, and Section 2.1.2, Secondary experience, may be interpreted in a fashion that is overly restrictive and is contrary to the governments fundamental objectives. Section 2.1.2 specifies that at least one Public Mobile Telecommunications Operator must meet four criteria, lettered (a) through (d). Item (c) under this section requires that [t]he Operator had a minimum of 4,000,000 mobile subscribers as of December 31, 2012 and item (d) requires that [t]he Operator had annual Gross Revenues that exceed USD 400 millions as of December 31, 2012. In addition, Section 2.1.2 requires that the Applicants Operator have experience in more than one country and manage a second system that meets similar (but less restrictive) qualifications. The language of Section 2.1.2 can be read to require at least one specific system or network of the Operator had 4,000,000 mobile subscribers and over USD 400 million in gross revenues as of the end of last year. This interpretation could disqualify an operator such as our company, which has operations in multiple countries with subscribers over 2 million customers in one country, over 1 million in another market, and nearly USD 600 million in annual revenues simply because it does not have a single operation with 4 million mobile subscribers and with yearly turnover exceeding USD 400 million. We fully understand that certain qualifications need to be included to ensure that among those that have submitted an Expression of Interest there are operators that can deploy and operate a network.

74

2. Requirements for Prequalification

2.1.2

Secondary experience

Please refer to the answer to question 71. Parts 2.1.1 and 2.1.2 require, amongst other things, that the licensee have an Ownership Interest in one Public Telecommunications Operator with 4 million mobile subscribers and in a second Public Telecommunications Operator with 1 million mobile subscribers. The Rules do not permit an Applicant to aggregate multiple smaller operations to satisfy these requirements. After careful consideration, the Committee established these requirements that are consistent with the Union Governments fundamental objectives and appropriate to assess, amongst other elements, whether an Applicant has the experience necessary to deploy a network of sufficient size to serve the population in the Republic of the Union of Myanmar. Consequently, the Committee will not amend the requirements specified in Parts 2.1.1 and 2.1.2 of the Rules.

16

Pre-qualification Questions and Answers


However, it is also important for the government to ensure that it does not categorically exclude a successful international mobile operator by imposing overly restrictive and onerous obligations. The purpose of the Pre-qualification Process should not be to exclude Applicants that may be able to demonstrate the capability of deploying and operating a telecommunications network suitable for Myanmar; rather, the Prequalification Phase should be used to remove those that are clearly unqualified, leaving the remaining Applicants with the responsibility to show in their initial bids whether they have both the experience and the resources to warrant consideration. In this regard, we ask the Committee to consider carefully whether there is a qualitative difference between, on one hand, an Operator that owns and manages a telecommunications enterprise with 2 million subscriber and hundreds of millions of annual revenues. We respectfully assert that a sharp division cannot be justified. Both enterprises require national networks. 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 sometimes difficult to ascertain whether an operator is managing several national networks or whether it actually runs a single network across national boundaries. Operators commonly pool certain key network elements (such as customer care operations, billing platforms, marketing and branding teams, and core network facilities) to serve several individual systems, making distinctions between such systems difficult to define. Consequently, we request that the Committee clarify for us that the Sections 2.1.1 and 2.1.2 were not intended to disqualify our company from proceeding to demonstrate that it is a Pre-qualified Applicant (assuming that it can satisfy the Committees other qualification requirements). Alternatively, we request that the Committee amend Section 2.1.1 in order to allow an Applicant to satisfy the requirement set forth under Section 2.1.1 if its systems collectively (based on their combined operations) have 4 million subscribers and more than USD 400 million in gross revenues as of December 31, 2012. Section 2.2.2 can be revised to specify that an Applicant should have at least two systems, in different countries, each with a

17

Pre-qualification Questions and Answers


million subscribers. These revisions would not unduly exclude Operators, while still requiring that they demonstrate not only their experience in running national networks but also their ability to do so in countries outside of their home base. Section 1.2 (Notice to Applicants), provides the Committee discretion to make such amendments in the rules. Specifically, Section 1.2 states that the Committee reserves the right to take any action, including amending these Pre-qualification rules, 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. What is the purpose of the financial experience requirement set out in Part 2.1.3 if the Applicant meets the primary experience requirement set out in Part 2.1.1 The question is framed in the past tense has been able to provide funds; is a statement relating to current financial capability allowing the funding of a future construction and operation also required in this section? Is third party endorsement required to support an Applicants demonstration of availability of funds to support operations? Would a letter certified from a bank suffice? How does this align with 4.9 that requests a list of all Financing Activities in last 5 years is included in Annex G as well as 4.8 which references the financial statements demonstrating the Applicants financial capability to fund the construction and operation of the telecom operation. How is an unsuccessful financing activity defined?

75

2. Requirements for Prequalification

2.1.3

Financial experience

76

2. Requirements for Prequalification

2.1.3

Financial experience

The purpose of the financial experience requirement set out in Part 2.1.3 is that only Applicants who have been able to provide funds or obtain financing to support the construction and operation of at least one Public Mobile Telecommunications Network will be prequalified. No statement relating to current financial capability allowing the funding of a future construction and operation is required. In the ITT submission, Pre-qualified Applicants will need to include a financial plan, including financing strategy. At this pre-qualification stage, no third party endorsement to support an Applicants demonstration of availability of funds to support operations is required. Please also refer to the answer to question 76. In the Pre-qualification Rules, Part 2 contains the criteria that an Applicant must meet in order to be pre-qualified. Part 4 contains the information that an Applicant seeking to become pre-qualified needs to submit in order to prove that it meets the criteria stipulated in Part 2. That is why Part 2.1.3 of the Rules contains the financing requirement (i.e., that an Applicant has been able to obtain financing to support the construction and operation of at least one Public Mobile Telecommunications Network), while Part 4.9 contains the required information to be submitted by the Applicant to demonstrate the requirement of Part 2.1.3. Annex G Financing Activity Details contains the form to be used for this purpose. For the definition of unsuccessful financing, please refer to the answer to question 211. (a) Certification must be done using Annex H Regulatory Compliance Details. As stated in Part 4.10, the Applicant must provide confirmation that all telecommunications Licences or Authorisations for the provision of Public Telecommunications Services held by the Applicant, any entity that has a Controlling

77

2. Requirements for Prequalification 2. Requirements for Prequalification

2.1.3

Financial experience

78

2.1.3

Financial experience

79

2. Requirements for Prequalification

2.1.4

Regulatory compliance

The Applicant must certify that any telecommunications Licences or Authorisations for the provision of Public Telecommunications Services held by the Applicant, any entity that has a Controlling Interest in the Applicant or any entity in which the

18

Pre-qualification Questions and Answers


Applicant is a Controlling Interest Holder is in good standing. (a) What is meant by the term to certify? (b) Can the Applicant certify the matter without recourse to an external party (for witnessing, notarisation, consularisation or otherwise), as the latter process will inevitably take considerable time in many markets and may be subject to delays? For example, notarisation and consularisation by the Embassy of the Republic of the Union of Myanmar has taken up to 14 working days in the past. We note that there are 91 interested parties that submitted EOIs and that there are several certificates required from each Applicant. If notarisation and consularisation are required, can the Applicant undertake to provide the notarised and consularised document(s) from the Committee as soon as it becomes available and submit the certified documents in the meantime? This is a practical consideration. (c) Is there a materiality threshold concerning regulatory compliance which Applicants should utilise? (d) Can a definition be provided as to what should be defined as regulatory compliance? Interest in the Applicant or any Subsidiaries of the Applicant in which the Applicant has a Controlling Interest are in good standing. The Applicant should provide a written statement from the regulatory authority that granted the Licence or Authorisation. If the Applicant cannot obtain such written confirmation, it must provide a sworn and notarised statement from an officer or director of the Applicant (or, if the Applicant is a Consortium, from an officer or director of any Member of the Consortium that provides Public Telecommunications Services or that operates a Public Telecommunications Network).The sworn statement should be prepared in accordance with Annex I Declaration of Regulatory Compliance. (b) In the case of a sworn and notarised statement, it is not required that this be done through the Embassy of the Union of Myanmar. A notarised statement prepared in accordance with the legal notarisation requirements in the Applicants country will suffice. (c) No, there is no materiality threshold. In case a Licence or Authorisation has been revoked, suspended or substantially modified or where the Licence or Authorisation holder has been sanctioned, or is subject to pending legal or administrative action by a judicial or regulatory body as a result of the licensee or Authorisation holders failure (or alleged failure) to comply with any legal, regulatory or licensing or Authorisation condition, the Applicant should describe why this should not be a basis for disqualification. The Committee will evaluate on a case by case basis. (d) Regulatory compliance is a section heading, not a specific requirement. The Applicant must satisfy the substantive requirements in Part 2.1.4 of the Rules. Please also refer to part (c) of this answer. Please refer to the answer to question 79. As stated in Part 2.1.4 of the Rules, the Applicant must disclose any situation in which its Licence has been revoked, suspended or substantially modified arising out of the licensees alleged failure to comply with any legal or regulatory provision related to the provision of telecommunications services or with the inability to meet preestablished Licence terms. In the interest of clarity and for the absence of doubt, should the Applicant view that there is any ambiguity, then the Applicant should provide the details and explanation regarding the situation in question.

80

2. Requirements for Prequalification

2.1.4

Regulatory compliance

Section 2.1.4 of the Rules requires an Applicant to demonstrate that neither it or any entity that has a Controlling Interest in the Applicant nor any entity in which the Applicant is a Controlling Interest Holder has had a telecommunications licence revoked, suspended or substantially modified, or has entered into a settlement agreements in relation thereto arising out of the licensees alleged failure to comply with any legal or regulatory provision related to the provision of telecommunications services or with the inability to meet pre-established Licence terms. Please clarify the exact scope intended by the phrase in quotation marks above. For instance, does the scope of Section 2.1.4 include revocation, suspension or substantial modification of a telecommunications licence arising out of the licensees alleged activities that do not specifically relate to its failure to comply with the terms and conditions of a licence?

19

Pre-qualification Questions and Answers


81 2. Requirements for Prequalification 2. Requirements for Prequalification 2. Requirements for Prequalification 2.1.4 Regulatory compliance Regulatory compliance Special requirements for Consortia What is the nature of document that is required to demonstrate the same? Request you to please meaning and scope for the term good standing We note that Part 2.2 of the rules provides that An Applicant may adopt whatever membership structure it chooses. (a) Does this statement apply to Applicants who are single entities as well as Applicants who are Consortiums? (b) Does this statement mean that an Applicant, whether a Consortium or a single entity, can structure the membership of the Licensee in such a way that the Applicant holds an indirect interest in the Licensee through a Subsidiary of the Applicant? Is there any benefit to a foreign operator submitting their pre-qualification application with a local partner as part of a consortium and if so, what benefits does the foreign operator gain by submitting a prequalification application as part of a consortium with a local partner? The Applicant must certify that the Experienced Operator. If the Applicant is a Consortium, does Applicant in this instance refer to the Experienced Operator (or each Member of the Consortium certifying in respect of the Experienced Operator)? Please refer to the answers to questions 79 and 80.

82

2.1.4

Please refer to the answers to questions 79 and 80.

83

2.2

(a) Yes, the statement means that an Applicant may be either a single entity or a Consortium. (b) Please refer to the answer to question 30.

84

2. Requirements for Prequalification

2.2

Special requirements for Consortia

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

85

2. Requirements for Prequalification

2.2

Special requirements for Consortia

If the Applicant is a Consortium, references to the Applicant refer to all Members of the Consortium. In this case, the Application submitted by the Consortium must include a confirmation that the Experienced Operator (a) meets by itself all the Pre-qualification requirements set out in 2.1.1 through 2.1.4; (b) will have the largest Ownership Interest of any Member of the Consortium (which will be at least forty (40) percent) in the Nationwide Telecommunications Licensee; and (c) will have control over the marketing and technical activities of the Nationwide Telecommunications Licensee. Please refer to the answer to question 65.

86

2. Requirements for Prequalification

2.2

Special requirements for Consortia

Pursuant to Article 2.2, if combination of primary and secondary experience is allowed so the experience operator may meet some of the pre-qualifications under 2.1.1 through 2.1.4, not all of them. Will it be flexible to meet Pre-qualification requirements by the consortium not only by the experience operator itself? For entities who have submitted EOI separately, can they come together to submit as a consortium (single applicant) for Pre-qualification?

87

2. Requirements for Prequalification

2.2

Special requirements for Consortia

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

20

Pre-qualification Questions and Answers


88 2. Requirements for Prequalification 2. Requirements for Prequalification 2. Requirements for Prequalification 2.2 Special requirements for Consortia Special requirements for Consortia Special requirements for Consortia For a consortium, how soon do we need a Myanmarregistered company formed? Will we have enough time to establish Myanmar-registered company after the Pre-qualification round? Can someone who does not submit EOI apply for Prequalification now? Please refer to the answer to question 31.

89

2.2

90

2.2

91

2. Requirements for Prequalification

2.2

Special requirements for Consortia

After we registered the Myanmar Company to declare our consortium position, we understand that it may take some time to inject funds according to the allocation of the shares of each consortium members. As such, is it possible, to only show the signed MOU between the consortium members with their stipulated shares? Or do we need to show the available funds in the Myanmar bank to reinforce our joint venture/consortium agreement? In the event an Applicant desires to adopt a Consortium structure for submission of the future Tender, must the Applicant for the Pre-qualification Applications be a Consortium? Or, may an Applicant for the Pre-qualification Application who is a qualified Experienced Operator later participate in the future Tender as a Consortium? After the Pre-qualification Applications have been submitted on April 4, 2013 by an applicant who is a Consortium, will the Applicant subsequently (but before the Responses to the Invitation to Tender currently scheduled for June 3, 2013) be permitted to vary the composition of the members of the Consortium, or in the alternative, for the qualifying Experienced Operator comprising the Consortium to submit the Tender by itself? A business partnership between a foreign Applicant and Myanmar enterprises experienced in the industry can provide valuable insight and contributions to the project. In such regard, is inclusion of qualified Myanmar enterprise(s) in the Consortium preferred? Could you confirm that the financing scheme of the consortium/applicant (apart from equity stake owned by each member of the consortium) meaning debt like items (such as vendors financing/shareholder loans/financial institution loans) could be amended over the subsequent phases of the Licence Award

The purpose of the EOI was to provide information regarding entities that might be interested in obtaining a Licence. However, someone who has not submitted an EOI can submit a Pre-qualification Application, provided that it is able to satisfy the pre-qualification requirements. There is no requirement to form a Myanmar-registered company, or demonstrate the availability of funds in a Myanmar bank at this stage. Interested parties can form a Consortium for the purposes of submitting a Pre-qualification Application by entering into an MOU, joint venture agreement or similar agreement that specifies proposed Ownership Interest of the entity that will hold the Licence.

92

2. Requirements for Prequalification

2.2

Special requirements for Consortia

After submission of a Pre-qualification Application, an Applicant cannot alter the membership structure of the Consortium if the Applicant is a Consortium. If an Applicant that is a single entity is pre-qualified, it will be required to submit a response to the ITT as a single entity. If an Applicant that is a Consortium is pre-qualified, it will be required to submit a response to the ITT as a Consortium with the identical ownership structure as stated in the Prequalification Application submitted by the Consortium. Please refer to the answer to question 91.

93

2. Requirements for Prequalification

2.2

Special requirements for Consortia

There is no preference. Please refer to the answer to question 84.

94

2. Requirements for Prequalification

2.2

Special requirements for Consortia

Applicants are not required to disclose their proposed financing arrangements at this time. If an Applicant chooses to do so, the Applicant can amend its proposal after submission of the Prequalification Application, on condition that the proposed equity interests do not change.

21

Pre-qualification Questions and Answers


Process (as a detailed business plan, implying greater details on revenues sharing schemes, market conditions and regulation, is required to raise the appropriate financing proceeds)? Request you to please let us know if there are any minimum local shareholding requirements? (a) Will be there any recommended or mandated ownership/legal structure for the entities, which will become owners of licences? (b) Will foreign investor be allowed to own 100% or a majority in such entity? Would foreign operators be allowed to own 100% of the new licence? We note that Part 8 defines Consortium to mean an Applicant that consists of two or more legal entities, at least one of whom is a Public Mobile Telecommunications Operator. (a) Can a Consortium be comprised of members from the same corporate group? In other words, can a Consortium be comprised of members who (i) are Affiliates; or (ii) are Controlling Interest Holders in other members of the consortium; or (iii) are otherwise related? (b) If the answer to question (a) is yes and if all Consortium members are Affiliates, how will the Committee calculate the Ownership Interest of the Experienced Operator? Will the Ownership Interest of the Experienced Operated be calculated at 100%? (c) If the Applicant is a Consortium, must the Licensee have more than one shareholder, or can the shares in the Licensee be held by a single entity? If the shares can be held by a single entity, does that entity have to be a Consortium member of can the entity be a subsidiary of the Consortium member? We also note that a Consortium must have an Experienced Operator. (a) Can a Consortium be comprised only of (i) one Experienced Operator who is not itself an Operator (but comes within the definition of an Experienced Operator on the basis of its controlling interest in an Operator); and (ii) one non-Operator? (b) Part 2.2 provides that the Experienced Operator must satisfy the Eligibility Requirements set out in 2.1.1 through 2.1.4 of the Rules by itself. Please

95

96

2. Requirements for Prequalification 2. Requirements for Prequalification

2.2

2.2

Special requirements for Consortia Special requirements for Consortia

There are no minimum local shareholding requirements.

(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 the Myanmar-registered company that holds the Licence. Please refer to the answer to question 96.

97

98

2. Requirements for Prequalification 2. Requirements for Prequalification

2.2

2.2 & 8

Special requirements for Consortia Special requirements for Consortia

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

99

2. Requirements for Prequalification

2.2

Special requirements for Consortia

(a) Yes. A Consortium can consist of: (i) an entity that qualifies as an Experienced Operator on the basis of its Controlling Interest in a Public Mobile Telecommunications Operator and (ii) one or more entities that are not Operators. (b) The primary and secondary experience requirements can be fulfilled through a Subsidiary, in line with Parts 2.1.1 and 2.1.2 of the Rules. (c) The Experienced Operator must have a minimum 40% Ownership Interest in the licensee, either directly or indirectly.

22

Pre-qualification Questions and Answers


confirm whether these requirements can be satisfied through a Subsidiary of the Experienced Operator. (c) We note that the Experienced Operator must have a minimum 40% Ownership Interest in the Licensee. Can this Ownership Interest be an indirect interest in the Licensee or does it have to be held directly by the Experienced Operator? Section 2.2 in page 8 stipulates on Special Requirements for Consortia. Is it acceptable for the Applicant who submitted the EOI to partner with another entity that did submit or did not submit the EOI to set up a Consortium for the submission of the Pre-qualification Application? Can a consortium that has pre-qualified add th consortium members after the April 4 deadline? Can a consortium that has pre-qualified subtract th consortium members after the April 4 deadline? Sub-section 2.2 in page 9 stipulates The Experienced Operator will have the largest Ownership of any Member of the Consortium (which will be at least forty (40) percent) in the Nationwide Telecommunications Licensee, and In determining whether the Experienced Operator has the largest Ownership Interest of any Member of the Consortium, the Committee will aggregate the Ownership Interest of any other Members of the Consortium that are Affiliates. Please provide an example to make detailed explanation on how to determine the largest Ownership Interest of any Member of the Consortium. Can you confirm that the requirement set forth in section 2.2 (b) of the Rules for Pre-qualification Applications means that the Experienced Operator shall have a minimum 40% of the equity of the Consortium (and later 40% of the share capital of the Myanmar-registered company to be established by the selected Pre-qualified Applicants)?

100

2. Requirements for Prequalification

2.2

Special requirements for Consortia

101

102

103

2. Requirements for Prequalification 2. Requirements for Prequalification 2. Requirements for Prequalification

2.2

2.2

2.2

Special requirements for Consortia Special requirements for Consortia Special requirements for Consortia

An Applicant can form a Consortium with Members that did not submit an EOI or that were not mentioned in the EOI. Likewise, if an Applicant mentioned in the EOI that it would form a Consortium with another Member, it is not required to do so and can form another Consortium or submit as a single entity, if it wishes to do so, provided that it satisfies the Pre-qualification Rules. No. Please refer to the answer to question 91. Once an Applicant that is a Consortium has been pre-qualified, it cannot alter the Ownership Interests in the Consortium. No. Please refer to the answer to question 91.

If the Consortium consists of Members that are not Affiliates, then the Member that is the Experienced Operator must have at least 40% 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 the Committee will aggregate the Ownership Interests of Members B and C (i.e., 40% + 15% = 55%). As Members B and C together would have 55% Ownership Interest and jointly would have the largest Ownership Interest, this Consortium would not be allowed if Members B and C are Affiliates. The Committee confirms that the Experienced Operator must have a minimum Ownership Interest of 40% of the Myanmar-registered company to be established by the selected Pre-qualified Applicants. As stated in Part 8 of the Rules, an entity has an Ownership Interest in another entity if: a) the second entity is a corporation and the first entity 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 first entity has the right to either: (i) a percentage of the profits of that entity or (ii) in the event of dissolution, a percentage of the assets of that entity. Please refer to the answer to question 104.

104

2. Requirements for Prequalification

2.2 (b)

Special requirements for Consortia

105

106

2. Requirements for Prequalification 2. Requirements for Pre-

2.2 (b)

2.2 (b)

Special requirements for Consortia Special requirements for

Is the figure of 40% set forth in section 2.2 (b) of the rules for Pre-qualification Applications refers to equity only? If there are 2 ore more Experienced Operators in a Consortium, how will the requirement that the

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

23

Pre-qualification Questions and Answers


qualification Consortia Experienced Operator will have the largest Ownership Interest of at least 40% in the Consortium apply? (a) Can the Experienced Operator all have equal Ownership Interest in the Consortium? (b) Will this requirement be satisfied so long as any Experienced Operator holds more than 40%? Is the Experienced Operator allowed to substitute one of its wholly-owned subsidiaries as member of the consortium (provided that such subsidiary falls within the definition of Experienced Operator)? If yes, at which stage and under which conditions? Could we envision a substitution of the Experienced Operator by one of its subsidiary newly constituted but owned directly or indirectly (as set forth within the definition of Indirect Ownership Interest detailed in Set 8 of the rules for Pre-qualification Applications) by the Experienced Operator? Can a Member of the Consortium substitute any of its wholly-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? Can the Experienced Operator be composed of a consortium of two Public Mobile Telecommunications Operators (or two entities that hold a Controlling Interest in a Public Mobile Telecommunications Operator)? Is the proposed 50/50 equity structure for the consortium in compliance with the licence requirements of Myanmar government? If not, what kind of structure should we adopt to meet the requirement? If the Consortium is 50/50 (i.e. jointly controlled) between two Experienced Operators can the Consortium nominate which Experienced Operator provides the information on 4.7 Telecommunications Operating Experience, 4.8 Audited Financial Statements, 4.9 Financing Activities, 4.10 Regulatory Compliance, 4.11 Criminal records, Bankruptcy, Corporate Insolvency and litigation, 4.12 Additional Applicant experience. Can the consortium have more than one Experienced Operator? Can two parties have an equal Ownership Interest in the Consortium in excess of 40 per cent each? Can a Local Partner be introduced in stage 3 of only be one Experienced Operator. Please note that Experienced Operator is a defined term in the Pre-qualification Rules, of which the definition can be found in Part 8. The definition allows other Members of the Consortium to have experience in telecommunications, even though they are not the Experienced Operator of the Consortium. The Experienced Operator is allowed to substitute one of its whollyowned Subsidiaries as Member of the Consortium provided that such Subsidiary falls within the definition of Experienced Operator and that this is done before the submission of the Pre-qualification Application. No. Substitution of the Experienced Operator after submission of the Pre-qualification. Please also refer to the answer to question 30.

107

2. Requirements for Prequalification

2.2

Special requirements for Consortia

108

2. Requirements for Prequalification

2.2

109

110

111

2. Requirements for Prequalification 2. Requirements for Prequalification 2. Requirements for Prequalification

2.2

2.2

2.2

Special requirements for Consortia Special requirements for Consortia Special requirements for Consortia

Please refer to the answer to question 108.

No. Please refer to the answer to question 91.

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

112

2. Requirements for Prequalification

2.2

Special requirements for Consortia

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

113

2. Requirements for Prequalification

2.2

Special requirements for Consortia

Please refer to the answer to question 112.

114

2. Requirements for Prequalification

2.2

Special requirements for Consortia

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

24

Pre-qualification Questions and Answers


the licence award process if not identified in the prequalification stage? Across the global industry, a universally used structure with regard to new international investments is via the incorporation of a Special Purpose Vehicle for the purposes of equity holding in, and direct management and control of new operators. It is in the Special Purpose Vehicle that the Experienced Operator 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 acceptable for the purposes of pre-qualification. Can the Marketing and Technical activities be shared between consortium members? If no, does it make a difference if they are both Experienced Operators?

115

2. Requirements for Prequalification

2.2

Special requirements for Consortia

The Experienced Operator must have at least a 40% Ownership Interest and have the largest Ownership Interest. The Experienced Operator may establish a wholly-owned Subsidiary that will hold its Ownership Interest in the Myanmar-registered company that will hold the Licence. However, the Ownership Interests in the entity that holds the Licence must precisely mirror the Ownership Interests in the Consortium that is pre-qualified, in case of a Consortium. Thus, no entity that is not a Member of the pre-qualified Consortium can have an Ownership Interest in any special purpose vehicle established by the Experienced Operator. While a Consortium may include more than one Operator, only one Member of a Consortium (meeting all applicable requirements and having the largest Ownership Interest) can be designated as the Experienced Operator. The Experienced Operator must have control over the marketing and technical activities of the Nationwide Telecommunications Licensee. Please refer to the answer to question 116.

116

2. Requirements for Prequalification

2.2

Special requirements for Consortia

117

2. Requirements for Prequalification 2. Requirements for Prequalification 2. Requirements for Prequalification 2. Requirements for Prequalification 2. Requirements for Prequalification

2.2

Special requirements for Consortia Special requirements for Consortia Special requirements for Consortia Special requirements for Consortia Special requirements for Consortia

118

2.2

119

2.2

120

2.2

121

2.2

122

2. Requirements for Prequalification 2. Requirements for Pre-

2.2

Special requirements for Consortia Special requirements for

123

2.2

If there are two Experienced Operators in the consortium does the relevant information only need to be provided by the Experienced Operator that has the Controlling Interest in the Consortium? Does the consortium need to be incorporate either prior to submission of the Pre-qualification Application or prior to the third stage Licence award process? If the consortium has 2 equally experienced operators, can the consortium nominate a lead experienced operator, or do both operators have to provide all information? Can the Applicant nominate an entity in which the Applicant is a Controlling Interest Holder to be a direct shareholder in a Consortium after award of a Licence? Will any consent/approval be required? Can the Applicant nominate an entity in which the Applicant is a Controlling Interest Holder to be a direct shareholder in a Consortium after successful completion of the pre-qualification round but prior to award of a Licence? Will any consent/approval be required? Can the shares in a Consortium holding company be sold/transferred after award of the Licence? Within what timeframe? To what extent? Will any consent/approval be required? Can shares in the licensee (operating company) be sold at a later date? Within what timeframe? Will any

Please refer to the answer to question 31.

Please refer to the answer to question 116.

Please refer to the answers to questions 91 and 115.

Please refer to the answers to questions 91 and 115.

Conditions on ownership change of the licensee will be included in the draft Licence. MCIT anticipates that any changes will require the prior approval of MCIT/PTD. Please refer to the answer to question 122.

25

Pre-qualification Questions and Answers


qualification 2. Requirements for Prequalification Consortia Special requirements for Consortia consent/approval be required? Section 2.2 states that if the Applicant is a Consortium, it must include an Experienced Operator. The definition of Consortium, however, defines it to consist of 2 or more legal entities, at least one of which is a Public Mobile Telecommunications Operator. Please confirm that a Consortium can be formed with at least one member being an Experienced Operator (rather than a Public Mobile Telecommunications Operator) In determining whether the Experienced Operator has the largest Ownership Interest of any Member of the Consortium, if a Member of a Consortium has an Affiliate (such Affiliate being majority-owned by such Member and the Experienced Operator holding the remaining minority interest in the Affiliate) that also holds an Ownership Interest in the Consortium, will the Affiliates entire Ownership Interest in the Consortium be aggregated with the Ownership Interest of the first-mentioned Member of the Consortium? Can consortium be of two foreign partner and multiple local partners? Any restriction on number of consortium members?

124

2.2

The Experienced Operator must, amongst other requirements, be a Public Mobile Telecommunications Operator or an entity that has an Ownership Interest, directly or indirectly, of at least 50.1 percent in a Public Mobile Telecommunications Operator. Other Members of the Consortium do not need to meet this requirement.

125

2. Requirements for Prequalification

2.2

Special requirements for Consortia

No. In determining whether the Experienced Operator has the largest Ownership Interest in the Consortium, the Ownership Interest of the Experienced Operators Affiliate will not be aggregated with that of the Experienced Operator.

126

2. Requirements for Prequalification

2.2

Special requirements for Consortia

As stipulated in Part 2.2 of the Rules, an Applicant may adopt whatever Consortium membership structure it chooses. A Consortium of two foreign entities and multiple local entities is permitted provided that the Experienced Operator has the largest Ownership Interest in the Consortium and that its Ownership Interest is at least 40 percent. There is no restriction on the number of Consortium Members. No. Please refer to the answers to questions 65 and 106.

127

2. Requirements for Prequalification 2. Requirements for Prequalification

2.2

Special requirements for Consortia Special requirements for Consortia

Can a local company still show the majority of shares position, and at the same time, the primary experienced operator will still submit the stronger financials and operator experience? There do not appear to be any clearly stated foreign equity limits. The Experienced Operator is expected to hold at least 40% of a consortium and will be the single largest owner and will have control over marketing and technical activities (p. 8-9 PreQual Rules). Are there any foreign equity limits? Is it mandatory to include local interests with equity shares? In the Rules for Pre-qualification Applications the wording the Applicant must certify that is often used, for example in sections 2.2, 2.3 and 3.1. Please could you explain exactly what you expect the

128

2.2

There are no foreign equity limits. It is not mandatory to include local interests with an equity share.

129

2. Requirements for Prequalification

2.2-2.3

Special requirements for Consortia and Eligibility

Certifications can include notarised statements, certifications by regulatory authorities or letters signed by the Authorised Representative. Forms for the Declaration of Adherence and for the sworn statements have already been provided in the Annexes.

26

Pre-qualification Questions and Answers


Applicant to deliver in terms of certification? An example of an acceptable format would be most appreciated. 130 2. Requirements for Prequalification 2.3 Eligibility Section 2.3 Eligibility in page 9 stipulates that: The Applicant must certify that (i) it is not currently authorised to provide (and is not currently providing) Public Mobile Telecommunications Services or Fixed Line Services in the Republic of the Union of Myanmar; and (ii) it does not currently hold an Ownership Interest of more than ten (10) percent in an entity authorised to provide (and is not currently providing) Public Mobile Telecommunications Services or Fixed Line Services in the Republic of the Union of Myanmar and If the Applicant is a Consortium, the Applicant must make this certification on behalf of each Member of the Consortium. And in the Section 4.11 in page 21 stipulates that The Applicant must identify any situation in which the Applicant, or any of the Applicants Significant Shareholders, or any of the Applicants Officers or Directors: (a) has been charged with, or convicted of a criminal offence; (b) has filed for or is likely to file for personal bankruptcy; (c) has had (or is likely to have) a receiver appointed or was (or is likely to be) declared insolvent. Is it acceptable if the Applicant submits a sworn statement certified and signed by them for all above documents? If not, what are the other required documents? Where the Applicant is a Consortium and is required to give certifications regarding the eligibility of the Applicant, does the certification need to be given by each member of the Consortium separately? What documentation qualifies as certification to confirm non-ownership of interests in Myanmar? This is not referenced in the checklist; please clarify how we present this information. In case a consortium is allowed to add a partner after the award of the licence, will that partner be restricted to no more than 10% ownership in an existing telecommunication company? Can a partner have more than 10% ownership in existing telecom related services like telecom distributors of SIM cards, talk time vouchers, USB It is acceptable that the Applicant submits a sworn statement certified and signed by each Member of the Consortium. If it prefers, the Applicant may also make the certification by submitting a statement signed by its Authorised Representative.

131

2. Requirements for Prequalification 2. Requirements for Prequalification 2. Requirements for Prequalification 2. Requirements for Prequalification

2.3

Eligibility

132

2.3

Eligibility

As stated in Part 2.3, if the Applicant is a Consortium, the Applicant must make the certification on behalf of each Member of the Consortium. This can be done by the Applicants Authorised Representative. Please refer to the answer to question 130.

133

2.3

Eligibility

Please refer to the answer to question 122. The ten percent restriction applies to entities that are Telecommunications Equipment Vendors. A Member of the Consortium may have more than a ten percent Ownership Interest in an existing entity that provides telecomrelated services that do not constitute either Public

134

2.3

Eligibility

27

Pre-qualification Questions and Answers


sticks, Handsets an Internet service provider (ISP)? The Applicant must certify that. If the Applicant is a Consortium, does Applicant in this instance refer to the Experienced Operator (or each member of the Consortium certifying in respect of the Experienced Operator)? In which document and/or part of the Pre-qualification Application shall we make the certification requested under Section 2.3 (a) of the Rules? In the event that an Applicant is a Consortium whose members are all Affiliates, please confirm that the submission of an Application by such a Consortium would not breach the prohibition against duplicate applications set out in Part 2.4 of the Rules. Telecommunications Services in the Republic of the Union of Myanmar or are classified as a Telecommunications Equipment Vendor. Please refer to the answer to question 130.

135

2. Requirements for Prequalification

2.3

Eligibility

136

137

2. Requirements for Prequalification 2. Requirements for Prequalification

2.3 (a)

Eligibility

The Pre-qualification Application must be organised in the manner specified in Annex E Pre-qualification Checklist of the Rules. The Committee confirms that if the Applicant is a Consortium whose Members are all Affiliates, the submission of an Application by such a Consortium does not breach the prohibition against duplicate Applications set out in Part 2.4 of the Rules. However, the Member of the Consortium that constitutes the Experienced Operator must have the largest Ownership Interest of any Member of the Consortium. If the other Members of the Consortium are Affiliates, then their Ownership Interests will be aggregated. Thus, if every Member of the Consortium is an Affiliate, the member of the Consortium that constitutes the Experienced Operator must have an Ownership Interest of at least 50.1 percent. The Committee will not provide the list of companies which submitted the EOI. However, even without this information, Applicants should be readily able to determine whether they are in compliance with the requirements contained in Part 2.4. The Committee will release the names of each Applicant that is prequalified by the end of the Pre-qualification Process. At that time, each Pre-qualified Applicant should conduct due diligence in order to determine whether it risks disqualification under Part 6.

2.4

No duplicate applications

138

2. Requirements for Prequalification

2.4

No duplicate applications

139

2. Requirements for Prequalification

2.4

No duplicate applications

Section 2.4 in page 10 stipulates that An Applicant may only submit a single Pre-qualification Application. And Section 6 in page 24 stipulates that This cross-ownership evaluation process will continue until the two selected Pre-qualified Applicants fulfill the cross-ownership requirement specified above. In fact, many groups/corporations have ownership interests either directly or indirectly through their subsidiaries in many countries and with the minority interest they cant control their subsidiaries from submissions of separate EOIs. Will the Committee provide the list of the companies which submitted EOI to help the Applicants avoid the unpredictable disqualification by these rules? If the Applicant is a Consortium. (a) Please confirm that one of the legal entities which comprise the Consortium may submit the Prequalification Application on behalf of the Consortium? In other words, the Consortium is not obliged to have established a legal entity in advance of the submission of: (i) the Pre-qualification Application due date; or (ii) the Responses to the Invitation to Tender due date (b) Can an applicant that is a single entity and that

(a) The Consortiums Authorised Representative should submit the Application on behalf of the Members of the Consortium. A Consortium is not obliged to have established a legal entity in advance of the submission of the Pre-qualification Application due date or the responses to the ITT due date. (b) (c) (d) (e) (f). No. Please refer to the answer to question 91.

28

Pre-qualification Questions and Answers


has submitted a Pre-qualification Application, subsequently become a Member of a Consortium that has also submitted a Pre-qualification Application where the Applicant withdraws its original Prequalification Application? (c) Can an Applicant that is a single entity and that has submitted a Pre-qualification Application, subsequently become a Member of a Consortium that has not submitted a Pre-qualification Application? (d) Can an Applicant that is a Member of a Consortium and that has submitted a Pre-qualification Application subsequently become a member of a Consortium that has not submitted a Pre-qualification Application? (e) Can a Member of a Consortium that has submitted a Pre-qualification Application become a member of another Consortium that has already submitted a Prequalification Application where the Member withdraws its original Pre-qualification Application? (f) Can a Pre-qualification Application of a Consortium be converted to a Pre-qualification Application of a single entity (i.e. a Member of the Consortium) where the Consortium is terminated? Section 2.4 of the Rules for Pre-qualification Applications, No Duplicate Applications, states very clearly that separate licence applications submitted by applicants or members of applicant consortia are not permitted. With such a clear stipulation it is surprising that according to hearsay some applicants accepted within the EoI process are apparently represented in more than one consortium. Could you please confirm that any applicant not conforming to sections 2.1-2.4 of the Pre-qualification Rules will be disqualified from the outset? If two applicants have a joint venture, will telecommunications operators owned by this joint venture be treated as subsidiaries of the two applicants? Also, will the two applicants be treated as affiliates due to their joint venture relationship? Is there a prescribed manner for highlighted Confidential Information, including business secrets? Section 3.1 in page 11 stipulates that The Applicant must designate an Authorised Representative and a back-up representative at the earlier of:

140

2. Requirements for Prequalification

2.4

No duplicate applications

The EOI did not preclude duplicate submissions. However, the Rules for Pre-qualification Applications clearly do not allow for duplicate Applications and will be strictly enforced.

141

2. Requirements for Prequalification

2.4

No duplicate applications

142

3. Application Procedures

Application procedures

143

3. Application Procedures

3.1

Designation of authorised representative

If both Applicants have an Ownership Interest of 5 percent or more in the same Operator, the Operator will be considered to be a Subsidiary of both Applicants. However, unless the joint venture has a Controlling Interest in both Applicants, they will not be deemed to be Affiliates. While the Committee will disclose the names of each Applicant, all information contained in the Applications will be treated as confidential and will be shared only with the members of the Committee and its staff and advisors. (a) The Applicant will have to submit the letter of designation of the Authorised Representative at the earliest of the three dates stated, not all three dates. The letter of designation of the Authorised

29

Pre-qualification Questions and Answers


(i) The date on which the Applicant submits a question to the Committee pursuant to Part 7 of these Pre-qualification Rules; (ii) The date on which the Applicant informs the Committee of the names of the people that is has designated to attend the Pre-qualification opening meeting pursuant to Section 3.6 of the Prequalification rules; or (iii) The date on which the Applicant submits its Prequalification Application. Questions: (a) Will the Applicant have to submit the letter of Designation of Authorised Representative once or three times prior to each of the three dates stated? (b) Which means of submitting the letter of Designation of Authorised Representative are acceptable: hard copy by courier service or scanned copy by email? th (c) Is it acceptable if the Applicant, before April 4 2013, changes the Authorised Representative who has been designated and informed earlier to the Committee? (d) If the Authorised Representative is not available, shall the back-up representative be allowed to sign the documents/statements etc. instead of or on behalf of the Authorised Representative? Is there any additional procedure that the Applicant must comply in this case? What types of binding representations and commitments will the Authorised Representative be required/expected to make? Please confirm if an applicant can add/amend the authorised representative list at any point during the process. If so, what is the process requirement to do so? Please confirm that the Consortium is required to furnish certification of the legal authority of the Authorised Representative and the back-up representative only at the time of the submission of the Application. (a) Please declare that the Authorised Representative and back-up representative in Section 3.1 could be changed and the procedure for such a change. (b) What kind of binding commitments will the Committee ask the Authorised Representative to Representative must in any case also be included in the Prequalification Application. (b) Either a hard copy by courier service or a scanned copy by email is acceptable. (c) The Committee confirms that it is possible to amend the Authorised Representative. To do so, the Applicant needs to submit an e-mail with a scanned copy of the certification regarding the new Authorised Representative to the Committee (tender@telecomlicenceMM.com) or courier a hard copy of the certification to the address identified in the Pre-qualification Rules. (d) Yes. If the Authorised Representative is not available, the backup representative may sign the documents/statements etc., instead of the Authorised Representative, as long as the back-up representative has been certified as a back-up representative by the Applicant.

144

3. Application Procedures

3.1

Designation of authorised representative Designation of authorised representative Designation of authorised representative

145

3. Application Procedures

3.1

The Authorised Representative must have the authority to make binding representations and commitments on behalf of the Applicant or, if the Applicant is a Consortium, on behalf of every Member of the Consortium. Please refer to the answer to question 143.

146

3. Application Procedures

3.1

Please refer to the answer to question 143.

147

3. Application Procedures

3.1

Designation of authorised representative

(a) Please refer to the answer to question 143. (b) Please refer to the answer to question 144.

30

Pre-qualification Questions and Answers


make on behalf of all Members of the Consortium? Can an applicant change (modify) the authorised representative and back up representative? What is the process to replace any of the representatives and how long will it take? Can the back-up representative take place of the primary representative in all occasions? Will attachments to the primary volume e.g. audited financial statements, be counted towards the 75 pages page limit? Please confirm whether the supplementary volume is required to be in the same format as the Primary Volume with regard to format and length of the application? Please confirm whether the supplementary volume has a page limit? If a statutory document is in an official language (Burmese) of the Republic of the Union of Myanmar, would it need to be translated into English?

148

3. Application Procedures

3.1

Designation of authorised representative Designation of authorised representative Format and length of application Format and length of application Format and length of application Language

Please refer to the answer to question 143.

149

3. Application Procedures 3. Application Procedures 3. Application Procedures

3.1

Please refer to the answer to question 143.

150

3.2

151

3.2

No. Audited financial statements are to be included in the supplementary volumes, for which there is no maximum number of pages. As stipulated in Part 3.2 of the Rules, the format and length requirements apply only to the primary volume and not the supplementary volumes. The Applicant must follow the organisation requirements in Part 4 of the Rules. Please also refer to the answer to question 150. Yes, if a statutory document is in the Myanmar language, it would need to be translated into English. As stipulated in Part 3.3 of the Rules, the Applicant may submit Annexes in the Applicants customary language of operation, provided that they are accompanied by an English translation which is clearly identified as a translation. Translations do not need to be certified. In the event of a conflict between the English and the original text of items submitted in the Applicants customary language of operation, the English text will prevail. (a) The correspondence bank is UOB in Singapore, as stipulated in Part 3.5 of the Rules. There is no alternate bank. In the event that the transfer is rejected, the Authorised Representative should inform the Committee by email (tender@telecomlicenceMM.com) as soon as possible of the failure to transfer the Pre-qualification Application Fee, so that alternate payment methods can be proposed, if required. (b) The Application Fee must be transferred in US Dollars. Please refer to the answer to question 155.

152

3. Application Procedures 3. Application Procedures

3.2

153

3.3

154

3. Application Procedures

3.3

Language

Do translations need to be certified in any way and if so, what are the requirements for such certification?

155

3. Application Procedures

3.5

Submission of Pre-qualification Application Fee

(a) Can you please advise on alternative correspondence bank if required? (b) Can the application fee be remitted in a different foreign currency in an amount equal to USD 5,000?

156

3. Application Procedures 3. Application Procedures

3.5

157

3.5

Submission of Pre-qualification Application Fee Submission of Pre-qualification Application Fee Submission of Pre-qualification Application Fee

Can the Application Fee be paid in an alternative currency other than US Dollars (e.g. Pound Sterling)? For the application fee (USD$5000), can the bank transfer party different from the applicant itself?

158

3. Application Procedures

3.5

How will the application fee (USD$5000) be acknowledged of receival?

The bank transfer party can be different from the Applicant itself. However, the transfer must be accompanied by a notation stating: Telecommunications Licensing Application Fee and should indicate the name of the Applicant. As stipulated in Part 4.14 of the Rules, the Pre-qualification Application must be accompanied by a proof of payment (receipt or a printed copy of the electronic receipt provided to an Authorised

31

Pre-qualification Questions and Answers


Representative of the Applicant) indicating the Application Fee has been paid or proof that the payment of the Application Fee has been sent via wire transfer. The entire Pre-qualification Application, including the primary and supplementary volumes, must be sealed. Each version may be sealed separately if so desired, but the entire submission must ultimately be in one sealed envelope or package.

159

3. Application Procedures

3.6

Deadline and means of submission of Applications

160

3. Application Procedures

3.6

Deadline and means of submission of Applications

161

3. Application Procedures

3.6

162

3. Application Procedures

3.6

163

3. Application Procedures

3.6

164

3. Application Procedures

3.6

Deadline and means of submission of Applications Deadline and means of submission of Applications Deadline and means of submission of Applications Deadline and means of submission of Applications

Section 3.6 of the Rules for Pre-qualification Applications states that the envelope in which the Pre-qualification Application is submitted shall be sealed. Does this apply only to the original printed version? Or shall we seal the original version and the eight copies? In that case, can we seal each version separately? The section mentions submission of application document in a sealed envelope. Although the Primary Volume is limited to 75 pages, the Secondary Volume can stretch to longer with Company Registration documents and Annual Reports included. Can the submission be done via individually sealed boxes (1 original + 8 copies)? What are the requirements for sealing the application document?

Please refer to the answer to question 159. The envelope can also be a box or package of some sort, as long as it is properly sealed.

Please refer to the answers to questions 159 and 160.

Can the Pre-qualification Application be submitted in a sealed package or box or must it be submitted in an envelope? Can the applicant submit the application before th deadline of 4 April 2013?

Please refer to the answers to questions 159 and 160.

The Applicant can submit the Application before the deadline of April 4, 2013, 3 PM local time (Nay Pyi Taw, Republic of the Union of Myanmar). As stipulated in Part 3.6 of the Rules, each Applicant may designate no more than two people to attend the pre-qualification opening meeting. The Applicants Authorised Representative must notify the Committee at the following email address: tender@telecomlicenceMM.com, no later than April 1, 2013, at 3 PM local time (Nay Pyi Taw, Republic of the Union of Myanmar) of the names and titles of the attendees. As long as the above procedure is followed, there is no restriction on the identity of the people designated to attend the opening meeting As stipulated in Part 3.6 of the Rules, all Pre-qualification Applications will be opened in the presence of members of the Committee or their representatives and the Applicants who choose to be present at the Pre-qualification opening meeting. There are no additional activities to be conducted at this meeting. The sole purpose of the meeting is to allow an Applicant to confirm that its Application has been received, and to see which other entities have filed Applications. Attendance is on a voluntary basis.

For the pre-qualification opening meeting, are there any requirements on identify of the people attending the meeting? Will any of them need to be the authorised representative or backup representative?

165

3. Application Procedures

3.6

Deadline and means of submission of Applications

What is the agenda of the pre-qualification opening meeting?

32

Pre-qualification Questions and Answers


166 4. Organisation of the Prequalification Application 4.2 Authorised Representative information Section 4.2 in page 15 stipulates that certification documentation should be included in the supplementary volumes and Annex E in page 37 stipulates that Supporting documentation on the legal authority of the Authorised Representative. We understand that the certification documentation and Supporting documentation mean the Power of Attorney (POA). Please confirm this or whether the Committee requires other documents. What proofs are required in Supporting documentation on the legal authority of the Authorised Representative? Regarding the Applicant Information required under Section 4.3 of the Rules, shall we provide the name and details of a contact person for each Member of the Consortium? Section 4.3 in page 15 stipulates that The Applicant must provide commercial registration documents or equivalent , articles of incorporation and bylaws in the supplementary volumes. In fact, there are many bylaws made in a company. Please make the list of the bylaws that the Applicant is required to submit. The documents required to be provided in the supplementary volumes under sections 4.3 and 4.5.2 (d) look rather similar. What differences do you contemplate? Both sections 4.3 and 4.5.2 request for commercial registration documents such as articles of incorporation, bylaws, etc. Hence, there will be a duplication of documents in the Supplementary Volume as we provide the same documents for both sections. Please confirm that our understanding of the documents required for the two sections is correct. The Applicant must provide its full legal name, the address of its principal executive office, its legal form, email address and telephone and facsimile numbers in the primary volume. (a) Please confirm that that term principal executive office may mean the principal office location of the Board of Directors? (b) Please confirm that it would be acceptable to provide details of the address of its principal executive office, its legal form, email address and Certification documentation for the Authorised Representative can be a Power of Attorney. A letter signed by the Chairman or CEO, clearly indicating the certification for the Authorised Representative, would also suffice.

167

168

4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application

4.2

Authorised Representative information Applicant information

Please refer to the answer to question 166.

4.3

169

4. Organisation of the Prequalification Application

4.3

Applicant information

If the Applicant is a Consortium, the Applicant must submit the information specified in Part 4.3 for each Member of the Consortium. However, the Applicant is not required to designate a contact person for each Member of the Consortium. Rather, the Authorised Representative should have the authority to make commitments and representations on behalf of each Member of the Consortium. The Applicant should submit the principal bylaws that address basic corporate governance issues such as: how the Board of Directors and/or officers are elected, how meetings are conducted, and the types and duties of officers.

170

171

4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application

4.3

Applicant information

4.3

Applicant information

To the extent that Part 4.3 and Part 4.5.2 require similar information, the Applicant should include the information in Part 4.3, and should include a cross-reference in Part 4.5.2 stating that this information has been provided in Part 4.3. Please refer to the answer to question 170.

172

4. Organisation of the Prequalification Application

4.3

Applicant information

(a) The principal executive office means the office in which the Chief Executive Officer and other senior executives typically conduct business. (b) As stipulated in Part 4.3 of the Rules, if the Applicant is a Consortium, the Applicant must submit this information for each Member of the Consortium. (c) If the Applicant is a Consortium, it must provide commercial registration documents or equivalent, articles of incorporation and bylaws for each Member of the Consortium.

33

Pre-qualification Questions and Answers


telephone and facsimile numbers of one of the Members that comprise the Consortium? (c) If the Applicant is a Consortium, that has yet to be incorporated, is it sufficient instead to provide commercial registration documents or equivalent articles of association and bylaws for each Member of the Consortium? Please advise if Applicants would be allowed to transfer submission of final application at the Licensee Selection Process phase to an entity in which the Applicant is a controlling interest holder Regardless of whether the Applicant is a Consortium or a singly entity: (a) Can the membership of the Licensee change after the Licence is granted? (b) Can the voting rights of members of the Licensee change after the Licence is granted? What evidence is required to confirm each member of the Consortium has agreed to participate in the Licensee Selection Process? Will a copy of the Memorandum of Understanding (MOU) or similar agreement be sufficient? provide evidence that each Member of the Consortium has agreed that, if the Applicant is prequalified, they will participate in the Licensee Selection Process as a Member of the Consortium. Please confirm that the provision of a copy of any memorandum of understanding, joint venture agreement, or similar agreement, as provided in 4.4 (f) would be satisfactory evidence for the purposes of Section 4.4. (e)? If not, would a certificate from each member of the Consortium be sufficient evidence? Would it be acceptable to redact any commercially sensitive information from the Consortiums memorandum of understanding, joint venture agreement or similar agreement? provide a copy of any memorandum of understanding, joint venture agreement, or similar agreement relating to the proposed ownership and operation of the Nationwide Telecommunications Licensee. Please confirm that a Letter of Intent would be acceptable as evidence of a similar agreement? (a) Following the selection of the pre-qualified applicants, will changes in consortium structures/members or ownership rations be allowed

173

174

4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application

4.4

Consortium information

Please refer to the answer to question 91.

4.4

Consortium information

Please refer to the answer to question 122.

175

4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application.

4.4 (e)

Consortium information

A copy of a Memorandum of Understanding or similar agreement is sufficient to provide evidence that each Member of the Consortium has agreed to participate in the Licensee Selection Process.

176

4.4 (e)

Consortium information

Please refer to the answer to question 175.

177

178

4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application

4.4 (f)

Consortium information

Any information submitted to the Committee will be treated as confidential. Therefore, no redactions should be made in the documents submitted. The Committee confirms that a letter of intent would be sufficient. However, the parties will not be able to make any changes regarding these matters during the Licensee Selection Process.

4.4 (f)

Consortium information

179

4. Organisation of the Prequalification

4.4 & Annex C

Consortium information

(a) Please refer to the answer to question 122. (b) No.

34

Pre-qualification Questions and Answers


Application under the condition that the experienced operator continues to have the largest ownership interest of at least 40%? (b) Does the answer to this question vary depending on whether the super majority voting is affected by such changes? If the Applicant has in excess of 100 Affiliates can it choose to list only those operating Subsidiary (being in excess of 20) that hold a Licence or Authorisation to provide Public Telecommunication Services? Please clarify further the general disclosure requirements where the Applicant is a Consortium and where the Applicant must submit the required information for each Member of the Consortium? In essence, is it sufficient to demonstrate the ownership structure of each member of the Consortium that will be granted the Nationwide Telecommunications Licence? Please confirm if the summary of all agreements and instruments supporting the classification of a Controlling Interest Holder of an Applicant that is a Consortium is only required for the direct Controlling Interest Holder of the Consortium. Request that this provisions be waived, and that Applicants be free to provide the documents of their choice Some information required under section 4.5.2 of the Rules regarding Applicants that are corporations may not be available in the English language. Do you require a customary English translation or a certified official translation? What is the definition of a Corporation (vis-a-vis a Consortium)? Is this a legal entity?

180

181

4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application

4.5.1

General disclosure requirements General disclosure requirements

No. The Applicant must provide the names and the nature of the relationship to the Applicant of any entity that constitutes an Affiliate of the Applicant, as that term is defined in the Rules. As stated in Part 4.5.1 of the Rules, the Applicant must submit each of the four categories of information of Part 4.5.1 for each Member of the Consortium, if the Applicant is a Consortium.

4.5.1

182

4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application

4.5.1 (d)

General disclosure requirements

183

4.5.1 (d)

General disclosure requirements Information required for Applicants that are Corporations

The information must be provided for any entity that constitutes a Controlling Interest Holder of the Applicant. If the Applicant is a Consortium, the Applicant must submit this information for any entity that constitutes a Controlling Interest Holder of any Member of the Consortium. The Committee has carefully considered the required information and declines to waive this provision.

184

4.5.2

185

4. Organisation of the Prequalification Application

4.5.2

Information required for Applicants that are Corporations

186

187

4. Organisation of the Prequalification Application 4. Organisation of

4.5.2

4.5.2 (a)

Information required for Applicants that are Corporations Information

Request you to please provide the definition for a Corporation. Can you please specify who you mean as registered

As stipulated in Part 3.3, the Applicant may submit Annexes in the Applicants customary language of operation, provided that they are accompanied by an English translation which is clearly identified as a translation. It does not require a certified translation but in the event of differences between the English translation and the original language, the English text will prevail. As described in the Rules, a Consortium is simply a group of two or more entities that have entered into an agreement (such as an MOU) to submit an Application. Individual Members of the Consortium may be corporations. That is, they may be judicial persons established under the laws of a particular jurisdiction. The successful Applicant (whether an individual entity or a Consortium) will be required to form a Myanmar-registered company, which will hold the Licence. Please refer to the answer to question 185.

Registered office is meant instead of registered officer. The

35

Pre-qualification Questions and Answers


the Prequalification Application 4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application required for Applicants that are Corporations Information required for Applicants that are Corporations Information required for Applicants that are Corporations officer in Section 4.5.2 (a) of the rule? What is the difference between registered officer and company officers referred in Section 4.5.2 (d)? the Applicants legal name, date and place of incorporation, registered officer. Should this read registered office? Please advise if 4.5.2 (c) requires furnishing of information of parties holding an Ownership Interest of more than 5% as a nominee or trustee (such as a financial institution providing custodial services to its clients). Please also advise if the same details are expected to be provided for indirect shareholders. classes and number of the Applicants authorised shares, par value of the shares and the voting and dividend rights attached to each class and the number, value and rights (including conversion rights) pertaining to any options, warrants, preferences or loan capital related to the Applicant. Please confirm that this information is requested in respect of each Member of the Consortium as such information relates to each Members control over the Nationwide Telecommunications Licensee and not as it relates to the control structure over each Member of the Consortium Please clarify what constitutes key personnel of the Applicant? Committee regrets the typographical error.

188

4.5.2 (a)

Please refer to the answer to question 187.

189

4.5.2 (c)

Any party holding an Ownership Interest of more than five (5) percent is required to be included as part of the information required in Part 4.5.2 (c). This includes nominees or trustees. The same details are expected to be provided for indirect Shareholders.

190

4. Organisation of the Prequalification Application

4.5.2 (e) and (f)

Information required for Applicants that are Corporations

The information required concerns the Ownership Interest in each Member of the Consortium, not the Consortium Members proposed Ownership Interest in the licensee.

191

192

4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application

4.5.2 (g)

4.5.3

Information required for Applicants that are Corporations Information required for Applicants that are not Corporations

Section 4.5.3 which indicates the information for Applicants that are not Corporations refers to the case where Applicant is a limited liability corporation. Please confirm that such limited liability corporation is not a corporation and clarify the difference between the limited liability corporation and the corporations mentioned in Section 4.5.2 For the purposes of Section 4.5.3, is it sufficient to provide the information required by Section 4.5.2 where the Applicant is a Consortium and a Corporation? Could you confirm, please, whether subscriber numbers and annual gross revenues are required for the primary and secondary experienced operators only, or are these required for all Subsidiary

193

4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application

4.5.3

194

4.7 (c) and (d)

Information required for Applicants that are not Corporations Telecommunications operating experience

Key personnel would include senior-level employees of the Applicant such as the Chief Operating Officer, the Chief Financial Officer, Chief Commercial Officer, Chief Human Resources Officer and the General Counsel. Part 4.5.3 should have read limited liability company. The Committee regrets the typographical error. A limited liability company (LLC) is a hybrid business entity having certain characteristics of both a corporation and a partnership. An LLC is an unincorporated association and is not a corporation. The primary characteristic an LLC shares with a corporation is limited liability, and the primary characteristic it shares with a partnership is the availability of pass-through income taxation. If the Applicant is a Consortium that includes both entities that are corporations and entities that are not corporations, the Applicant must provide the information required in Part 4.5.2 for each Member that is a corporation and the information required in Part 4.5.3 for each Member that is not a corporation. The information needs to be provided for all providers of Public Telecommunications Services for which the Applicant, the Applicants Subsidiaries or the Applicants Significant Shareholders have an Ownership Interest of ten (10) percent or more.

36

Pre-qualification Questions and Answers


companies of the Experienced Operators? What exact criteria/ratios would be applied by the Selection Committee in assessing whether an applicant demonstrates financial capability?

195

4. Organisation of the Prequalification Application

4.8

Audited financial statements

196

4. Organisation of the Prequalification Application

4.8

Audited financial statements

197

4. Organisation of the Prequalification Application

4.8

Audited financial statements

What would constitute as Audited Financial statements would it be just the Auditor certified & published financials or the complete Annual report? If the three sets of annual report combined total 450 pages, will the applicant be permitted to include this many pages? If the applicants financial year end is 31 March 2013, does a trading statement issued as at 30 September 2012 qualify as preliminary statement for submission purposes?

The financial experience requirement is contained in Part 2.1.3 of the Rules. In addition, the Applicant must provide the audited financial statements specified in Part 4.8. In the third stage of the Licence Award Process, the Licensee Selection Process, the Prequalified Applicant will be required to submit a financial plan, which will be evaluated by the Committee. The financial statements need to be audited. Either financial statements reviewed and certified by external auditors or annual reports containing the audited financial statements can be submitted. This information must be included in the supplementary volumes, for which there is no maximum number of pages. A trading statement issued as of 30 September 2012 would not qualify as a preliminary statement for submission purposes. As stated in the Pre-qualification Rules, a preliminary statement must be provided. This could, for instance, be in the form of quarterly statements for the first 3 quarters of calendar year 2012 and a preliminary estimate for 4Q 2012. In such a case, Applicants must also certify that the 4Q estimate is, to the best of their knowledge, an accurate representation of the financial statement and that no material changes are expected This would need to be accompanied by an estimate of the date by which audited financial statements for financial year 2012-2013 will be made available. Compliance with the stated requirements will be sufficient for fulfilment of the information required in Part 4.8.

198

4. Organisation of the Prequalification Application

4.8

Audited financial statements

199

4. Organisation of the Prequalification Application

4.8

Audited financial statements

The Applicant must provide its audited financial statements (or Annual Reports containing the audited financial statements) for the last three calendar years (2012, 2011, 2010) or for its last three years financial years, If audited financial statements are not available for the calendar year 2012, the Applicant must provide a preliminary statement along with an estimate of the date by which its 2012 audited financial statement will be made available. Will this be sufficient? 2012 financials of most companies are not fully released at this time, can we support 2012 revenue by unaudited financial reports?

200

4. Organisation of the Prequalification

4.8

Audited financial statements

It is our understanding that financial information of major shareholder in a consortium of multiple members are sufficient for meeting financial criteria, is

If audited financial statements are not available for 2012, an unaudited financial report would be acceptable for this period. This would need to be accompanied by an estimate of the date by which audited financial statements for the financial year 2012-2013 will be made available. In such a case, Applicants must also certify that the estimate is to the best of their knowledge an accurate representation of the financial statement and that no material changes are expected in the audited statements. As stated in Part 4.8, the Applicant need only submit audited financial statements (or Annual Reports containing the audited financial statements) for the Consortium Member that constitutes the

37

Pre-qualification Questions and Answers


Application 4. Organisation of the Prequalification Application this assumption correct? Does list of financing activities refer include trade financing, hedging, working capital loan/financing, related party loans and vendor financing? Experienced Operator, if the Applicant is a Consortium. Trade financing, hedging, working capital loan/financing related party loans and vendor financing undertaking to support financing of any telecommunications operating companies in which the Applicant or any entity that is a Controlling Interest Holder in the Applicant or in which the Applicant is a Controlling Interest Holder, has a ten (10) percent Ownership Interest, must be included in the list of financing activities and labelled as such in the column Type of financing. The Committee confirms that it is adequate to apply a minimum threshold of USD 1 million for the purpose of listing financing activities as applicable to Part 4.9. The Applicant may not limit its disclosure to financing that exceeds a certain percentage of the total consolidated assets of the Group. Please refer to the answers to questions 201 and 202.

201

4.9

Financing activities

202

203

4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application

4.9

Financing activities

We apply a threshold of USD 1 million for the purpose of listing financing activities as applicable to this section. Please confirm this is adequate. As regards article 4.9 (Financing Activities), do you confirm that the requirement would be fulfilled with a list of financings which have been material in relation to the assets of the Group (defined as either the Applicant or any entity which is a Controlling Interest Holder in the Applicant or any entity in which the Applicant is a Controlling Interest Holder)? By material we mean financings which exceed a certain percentage of the total consolidated assets of the Group. Does Financing Activities include equity financing as well as debt financing?

4.9

Financing activities

204

205

4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application

4.9

Financing activities

Yes. Equity financing and debt financing must be included in the list of financing activities and labelled as such in the column Type of financing. Financings which are internal to the Group, such as current accounts, shareholder loans, equity, must be disclosed if they are an undertaking to support financing of any telecommunications operating companies in which the Applicant or any entity that is a Controlling Interest Holder in the Applicant on in which the Applicant is a Controlling Interest Holder, has a ten (10) percent Ownership Interest. These must be included in the list of financing activities and labelled as such in the column Type of financing. Financings external to the group, but directly granted by equity partners must be disclosed if they are an undertaking to support financing of any telecommunications operating companies in which the Applicant or any entity that is a Controlling Interest Holder in the Applicant or in which the Applicant is a Controlling Interest Holder, has a ten (10) percent Ownership Interest. These must be included in the list of financing activities and labelled as such in the column Type of financing. The name of the entity to which the loan was granted should be mentioned in the column Mobile Operating Company or Fixed Line Operating Company with explanatory notes at the bottom.

4.9

Financing activities

Does Financing Activities incorporate financings which are internal to the Group (current accounts, shareholder loans, equity)?

206

4. Organisation of the Prequalification Application

4.9

Financing activities

Does Financing Activities incorporate financings external to the Group, but directly granted by equity partners (for instance shareholder loans put in place by a majority shareholder in an operating company in which the Group has a ten percent Ownership Interest)?

207

4. Organisation of the Prequalification Application

4.9

Financing activities

How should the table in Annex G be populated in the circumstances where the Financing by the Borrower is not directly linked to a loan to an operating Subsidiary?

38

Pre-qualification Questions and Answers


208 4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application 4.9 Financing activities How should the table in Annex G be populated in the circumstances where a Group Holding Company funds its operating company subsidiaries centrally? In the circumstances where an Applicant has in the last five years raised in excess of $20bn in over 40 different transactions is the Applicant permitted to choose 10 to 15 examples that it believes are most appropriate? Is the information regarding unsuccessful financial activities also limited to those that have occurred in the last five (5) years? Request you to provide a definition for an unsuccessful financing activity Please refer to the answer to question 207.

209

4.9

Financing activities

Please refer to the answer to question 202.

210

4.9

Financing activities

Yes. The information regarding unsuccessful financial activities is limited to those that have occurred in the last five (5) years.

211

4.9

Financing activities

212

4.10

Regulatory compliance

We assume that this section applies only to legal actions that have been taken against the Applicant and related entities. Please confirm that this is the correct understanding.

213

4. Organisation of the Prequalification Application

4.10

Regulatory compliance

If the Applicant cannot obtain such written confirmation, it must provide a sworn and notarised statement from an officer or director of the applicant. (a) Who can notarise? (b) Can the documentation be notarised outside of Myanmar? If not, can the Telecommunications Operator Tender Evaluation and Selection Committee (the Committee) provide an accelerated process with the Embassy of the Republic of the Union of Myanmar? Or alternatively, would the Committee be willing to accept a sworn statement and evidence that the notarisation process has begun but has yet to complete by the Pre-qualification Applications due date (and an undertaking to provide the Committee with the notarised and consularised sworn statement as soon as it becomes available)? (c) Please confirm that a single sworn compliance statement of an Officer or Director of any member of the Consortium that provides Public Telecommunications Services or that operates a

Unsuccessful financing activities refer to activities for which financing has been sought but not obtained such as, but not limited to, withdrawal of an IPO, failure to secure requested vendor financing, denial of a requested bank loan, etc. Part 4.10 does not apply only to legal actions that have been taken against the Applicant and related entities. It also applies to actions taken by the regulatory or other administrative authorities having oversight of the telecommunications Licences. The Applicant must disclose any actions by any judicial or administrative body that relate to the operation of a Public Telecommunications Network or the provision of Public Telecommunications Services. This would include, for example, actions related to an alleged violation of general competition or consumer protection regulations. (a) (b) (c) Please refer to the answer to question 79. If the Applicant is a Consortium, the Applicant must provide this information for each Member of the Consortium that operates a Public Telecommunications Network or provides Public Telecommunications Services and that would have an Ownership Interest of ten (10) percent or more in the Nationwide Telecommunications Licensee.

39

Pre-qualification Questions and Answers


Public Telecommunications Network is sufficient where such Member provides such services or operates such networks in more than one country? In other words, the Officer or Director would swear a compliance statement for the Members entire group of telecommunications services or networks Request that the provision be waved, as it is very wide in scope. We suggest that this be replaced with a requirement of furnishing details of only such judicial or administrative action which either has or which in the opinion of the applicant will lead to cancellation of a telecom licence and corresponding changes should be made to all applicable declarations, including Annexures H and I. Please advise whether there is a materiality threshold or relevant time period (e.g. 5 years as set out in the Declaration of Good Standing in Regulatory Matters) in relation to the disclosure requirements. We assume that this section applies only to judicial or administrative actions limited to telecommunications regulations. Please confirm that this is the correct understanding. We interpret this requirement to relate to any pending judicial or administrative actions as a result of the licensee or authorisation holders alleged failure to comply with any legal, regulatory or licensing or authorisation conditions related to the provision of public telecommunications facilities and services (as provided in Annex I) and not to more general matters of a procedural or operational nature in the operation of a business. Could you confirm please that this is correct? The Applicant must list likely or pending or completed (if adverse) judicial or administrative actions against the Applicant, any entity that has a Controlling Interest in the Applicant or any Subsidiary in which the Applicant has a Controlling Interest. Please advise whether there is a materiality threshold or other exclusions for the judicial or administrative actions which the Applicant is required to report. Sub-section 4.10 (c) in page 20 stipulates that If the Applicant cannot obtain such written confirmation, it must provide a sworn and notarised statement from an officer or director of the Applicant. Is it acceptable if the Applicants sworn statement which is notarised by local notary offices in the country where the

214

4. Organisation of the Prequalification Application

4.10 (a) and (b)

Regulatory compliance

The Committee has carefully considered the information disclosure requirements, and will not waive the requirements contained in Part 4.10.

215

216

217

4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application

4.10 (a)

Regulatory compliance

Please refer to the answer to question 79. In relation to the disclosure requirements the relevant time period is 5 years.

4.10 (b)

Regulatory compliance

Please refer to the answer to question 212.

4.10 (b)

Regulatory compliance

Please refer to the answer to question 212.

218

4. Organisation of the Prequalification Application

4.10 (b)

Regulatory compliance

Please refer to the answer to question 79.

219

4. Organisation of the Prequalification Application

4.10 (c)

Regulatory compliance

Please refer to the answer to question 79.

40

Pre-qualification Questions and Answers


Applicant or the Members of the Consortia register their head offices? Rules for Pre-qualification Applications point 4.10 (c) said that applicant need to provide details on all the licences it is holding. Is this referring to the licences belongs to the applicant himself, or any of its direct or indirect affiliates of its original country or any overseas countries? The Regulator may not state that it is unable to provided the confirmation as a matter of policy, or the regulator may not be able to provide the confirmation within the stipulated time-frame. Accordingly, we request for a waiver with respect to the requirement of obtaining the declaration from the Regulator, as the Companys director or authorized representative will provide the declaration. Please clarify the categories of persons who are to be considered Officers and Directors of the Applicant and of Consortium Members in this context. For example does this include every director of a group company of the Applicant or Consortium Member? Please advise whether there is a materiality threshold or relevant time period in relation to this requirement.

220

4. Organisation of the Prequalification Application

4.10 (c)

Regulatory compliance

As stated in Part 4.10, it relates to Licences or Authorisations for provision of Public Telecommunications Services held by the Applicant, any entity that has a Controlling Interest in the Applicant or any Subsidiaries of the Applicant in which the Applicant has a Controlling Interest. There is no need for the Committee to waive the provision of Part 4.10. As stated in the Pre-qualification Rules, if the regulator will not provide such a certificate of good standing, then the Applicant must provide a sworn statement attesting to same. Please also refer to the answer to question 79.

221

4. Organisation of the Prequalification Application

4.10 (c) and Annex I

Regulatory compliance

222

4. Organisation of the Prequalification Application

4.11

Criminal record, bankruptcy, corporate insolvency and litigation

223

4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application

4.11

224

4.11

225

4.11

Criminal record, bankruptcy, corporate insolvency and litigation Criminal record, bankruptcy, corporate insolvency and litigation Criminal record, bankruptcy, corporate insolvency and litigation Additional Applicant experience Additional

In 4.11, what is required and what should be submitted? Letter of declaration by Applicant?

A person is an officer or director of the Applicant if that person is an officer or director of the legal entity that submits the Application or, if the Applicant is a Consortium, a person who is an officer or director of any legal entity that is a Member of the Consortium. There is no materiality threshold. However, the Committee will not require disclosure of information regarding individual officers or directors related to events that occurred prior to January 1, 2008. There is no time limit on the disclosure of information regarding the Applicant itself. A signed letter of declaration would suffice.

(a) What is the definition of a criminal offence (for example does it include minor monitoring offences)? (b) Does it include prior employments of Officers and Directors of the Applicant? Request that this provision be waived, as it is very wide in scope. We suggest that is be replaced with a requirement of furnishing details of only such judicial or administrative action which either has or which in the opinion of the applicant is likely to lead to cancellation of a telecom licence In case of a Consortium, shall we provide information required in Section 4.12 for each Member of the Consortium or for the Experienced Operator only? Please clarify what this section is seeking to confirm,

(a) A criminal offence is any offence for which, upon conviction, a natural person may be sentenced to a term of imprisonment. (b) The information must be provided regarding any person employed by the Applicant between January 1, 2008 and the present. Please also refer to the answer to question 222. The Committee will not waive the provision of Part 4.11, but has narrowed the scope of the requirement in the manner specified in response to question 222.

226

227

4. Organisation of the Prequalification Application 4. Organisation of

4.12

The information should be provided for each Member of the Consortium. The Applicant should indicate any case in which a Member of the Consortium does not have any relevant experience. Part 4.12 requires additional information, such as the extent to

4.12

41

Pre-qualification Questions and Answers


the Prequalification Application 4. Organisation of the Prequalification Application Applicant experience 4.12 (a) Additional Applicant experience given some degree of overlap with 2.1.1 and 2.1.2. What is meant by management experience for a minimum of 5 years in connection with the ownership, construction and operation of Public Telecommunications Networks ? Can we assume it to mean a description of how the Applicant has grown its interest in its subsidiaries over time, invested new technologies, grown its employee base, talent development, increasing local participation and CSR efforts in the domestic markets? Please confirm that this is the correct understanding. Does marketing include sales and distribution? which an Applicant will have access to the marketing and technical experience of its Significant Shareholders, and therefore, does not overlap with 2.1.1 and 2.1.2 of the Pre-qualification Rules. The Committee confirms that a description of how the Applicant has grown its interest in its Subsidiaries over time, invested new technologies, grown its employee base, talent development, increasing local participation and CSR efforts in the domestic markets reflects a correct understanding on the part of the Applicant.

228

229

230

231

232

4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application 4. Organisation of the Prequalification Application

4.12 (b)

Additional Applicant experience Additional Applicant experience Additional Applicant experience Additional Applicant experience

The Committee confirms that marketing includes sales and distribution. Part 4.12 (b)(i) requests information regarding the Applicants current marketing capabilities. Financial capability in terms of what the Applicant intends to budget as part of a marketing plan to be developed for the Myanmar business is not required at this stage. The Applicant must disclose both the substance of any commitments that have been made, and the form in which those commitments have been embodied (such as an MOU). The Committee confirms that, if the OpCo is an Applicant, Part 4.12 (b) can apply to a GroupCo that supports the businesses of its OpCos.

4.12. (b)(i)

Does capabilities include financial capability in terms of what we intend to budget as part of a marketing plan to be developed for the Myanmar business? What is meant by nature of any commitments or other arrangements?

4.12 (b)(ii) and (iii)

4.12 (b)(ii), (iii) and (iv)

233

4.12 (b)(iv)

Additional Applicant experience

234

4.12 (b) and (c)

Additional Applicant experience

235

4. Organisation of the Prequalification Application

4.12 (c)

Additional Applicant experience

Considering that our company is a GroupCo that supports the businesses of its OpCos, can these sections apply to represent the commitments/arrangements that our company has in support of its OpCos? Is the selection committee looking for any specific form of binding commitment? Can we state that being an Opco, the Myanmar operations will be fully supported by the expertise and capabilities of the GroupCo? What is meant by any binding commitment the Applicant is prepared to make in this regard? It is unclear if binding commitments are being sought here concerning the Applicants proposed marketing and technical plans in Myanmar, for example level of population coverage within a committed timeframe, proposed commitment to SIM prices and retail tariffs Does Public Telecommunications Network include international interconnection and internet POP gateway?

The Committee confirms that a statement saying that the Myanmar operations will be fully supported by the expertise and capabilities of the GroupCo will suffice during this stage. However, if any legally binding commitments have been made, they should be disclosed. The binding commitments referred to relate to support commitments that the Applicant will be willing to provide to its Myanmar operation should it be successful in obtaining a Licence (e.g., a management contract). The Committee is not seeking at this stage any specifics regarding the technical plan the Pre-qualified Applicant will be required to submit in the Licensee Selection Process. Please refer to the answers to question 39.

42

Pre-qualification Questions and Answers


236 4. Organisation of the Prequalification Application 5. Prequalification Evaluation Process 4.14 Proof of payment of Prequalification Fee Evaluation of Pre-qualification Applications How do we make sure we get a receipt from United Overseas Bank? What form would the receipt be in? Please refer to the answer to question 158.

237

5.2

Part 1.1 of the Rules provides that the Pre-qualified Applicants will be selected using the comparative evaluation method. (a) Please provide full details of the evaluation procedure and selection criteria that the Committee will use in reviewing the Application (b) Will Pre-qualification depend on full compliance with all criteria?

238

5. Prequalification Evaluation Process

5.2

Evaluation of Pre-qualification Applications

239

6. Procedure to Prevent an AntiCompetitive Market Structure

Procedure to prevent anticompetitive market structure

Will all applicants who do not disqualify as per the requirements, be taken into the third stage Licensee Selection Process? Or will their be shortlisting at second stage between qualifying applicants? If yes, what is the marking scheme based on which the prequalification applications in the current stage 2 be evaluated? In the event an Applicant is a Consortium whose members are all Affiliates, please confirm that the submission of an Application by such a Consortium would not breach the prohibition on cross-ownership set out in Part 6 of the Rules.

(a) The evaluation of the Pre-qualification Application will involve an assessment of whether the Application satisfies all the requirements set out in the Rules. The comparative evaluation method does not apply to the evaluation of Pre-qualification Applications, but to the evaluation of the ITT submissions during the Licensee Selection Process. More information on the selection criteria that the Committee will use for the evaluation of the ITT submissions can be found in Annex C of the Rules. More details will also be provided in the ITT. Please also refer to the answer to question 45. (b) Please refer to the answer to question 51. Please refer to the answer to question 47.

The cross-ownership prohibition contained in Part 6 addresses cross-ownership between two separate Applicants, and will apply only at the completion of the Licensee Selection Process. The submission of an Application by a Consortium whose Members are all Affiliates, would not breach this cross-ownership prohibition.

240

6. Procedure to Prevent an AntiCompetitive Market Structure

Procedure to prevent anticompetitive market structure

In this clause, it has been suggested that in the event of cross-holding, the successful bidder having the second highest score will not be declared as a successful bidder. In the bidding process, there might a situation where a Company X is an applicant company where Y holds direct/indirect ownership interest of more than 10% in X. Here, the company Y is also an applicant company. According to the clause no. 6, if company Y holds the highest score and company X holds the second highest score then company X will be disqualified despite the fact that it is the Company Y, which is an Applicant and is also holding ownership Interest in the Company X. We request that in such an event, the company Y should be disqualified even if they receive the highest score and under no circumstances, the bidding of Company X should be disqualified in the event where they

The procedure is designed to ensure that the most qualified Applicant is selected, while not creating an anti-competitive market structure. The Committee will not amend the procedure stipulated in Part 6 of the Rules.

43

Pre-qualification Questions and Answers


receive the second highest score. We note that Part 7 prohibits any telephone communications, email, exchanges, face-to-face meetings or other forms of exchange regarding the Licence Award Process between an Applicant and any member of the Committee, the MCIT, the Ministry of National Planning and Economic Development (MNPED), or any of their advisors or representatives, at any time except where expressly provided for in the Rules. (a) In order for an Applicant to comply, please confirm who are the advisors and representatives of the Committee, the MCIT and the MNPED; (b) The Applicant understands that any further communications with the Committee will only be the responses to these questions and when the Applicant is invited by the Committee to meet the Committee or to respond to a request from the Committee; Please confirm this understanding. (c) Please confirm that the prohibition does not apply to communications with the MCIT or MNPED on matters not relating to the Licence Award Process. Accordingly discussions may be held with the MCIT or MNPED relating to (i) FIL; (ii) Foreign Investment Rules 2013; (iii) State Owned Economic Enterprises Law (SOEE Law); (iv) Telecommunications law; (v) Telecommunication Rules; and (vi) foreign investment generally in the telecommunications sector (collectively (Laws)). (d) Please confirm that (i) the Applicant, its shareholders, Subsidiaries or Affiliates (Applicant Related Parties); and (ii) advisers or representatives to Applicant Related parties may contact: (A) Departments and committees (other than the Committee) (Departments) and officials in Departments (Officials) in the MCIT or MNPED not involved in the Licence Award Process; or (B) Officials in (MCIT); (ii) MNPED; (iii) Myanmar Investment Commission and (iv) Officials in Departments of other Ministries on the legislative and regulatory framework (including on comparative and best international practice) relating to Myanmars telecommunications sector (including the Laws). Will emails be acknowledged with a confirmation email?

241

7. Communication with the Committee

Communication with the Committee

(a) The advisors or representatives of the Committee, the MCIT and MNPED will not be published. In the event an Applicant contacts one of the advisors or representatives, the advisor or representative will inform them that the communication is not allowed and will promptly terminate the contact. No adverse action will be taken against an Applicant who initiates such a communication, unless the Applicant has actual knowledge of the identity of the representative or advisor. (b) The Committee confirms that any further communications with the Committee will be only the responses to these questions or to respond to a request from the Committee. The Committee is not obligated to invite any Applicant for a meeting. (c) The Committee confirms that the prohibition does not apply to communications with the MCIT or MNPED on matters not related to the Licence Award Process; however, the Committee not only urges extreme caution in any discussions with other departments of the MCIT or MNPED but notes that at no time should the subject of the Licence Award Process be addressed. (d) The Committee confirms that the Applicant, its Shareholders, Subsidiaries or Affiliates and their advisors or representatives may contact the MCIT or MNPED or other government entities, on topics not related to the Licence Award Process provided that they adhere to the conditions stipulated in part (c) of this answer.

242

7. Communication with the

Communication with the

Emails will be acknowledged with a confirmation email.

44

Pre-qualification Questions and Answers


Committee 7. Communication with the Committee Committee Communication with the Committee

243

244

8. Definitions

Definitions

245

8. Definitions

Definitions

246

8. Definitions

Definitions

247

8. Definitions

Definitions

248

8. Definitions

Definitions

249

8. Definitions

Definitions

In the event a participant would be asked a question by the committee or the people working for them, can the committee indicate if responding would be in breach of section 7 Communication with the Committee? Does Controlling Interest Holder relate to direct equity interests only or to indirect equity interests as well? Please confirm that the definition of Controlling Interest also includes indirect Ownership Interest in an entity? I.e. if Company A has a 51% Ownership Interest in Company B, and Company B has a 51% Ownership Interest in Company C, will Company A be deemed to have a Controlling Interest in Company C? Please confirm if the definition of Ownership Interest refers only to direct interests or if it also includes indirect/effective interest. As regards the De Facto definition, can you provide any more details on what is covered by the following terms: critical investment, administrative or management decisions, decisive role in the management decisions, to engage in practices or activities that determine or significantly influence the nature of types of services provided Definition of fixed line services refer to international long distance calling does this mean the licence include an International gateway Licence for the transit of international traffic? Nationwide Telecommunications Licence. Please provide further details on the following: (a) whether additional licences will be made available to parties on a regional or other geographic basis in the Republic of the Union of Myanmar (b) whether a Public Telecommunications network includes domestic optical fibre and microwave transmission networks (c) whether a Public Telecommunications Network includes international optical fibre and microwave transmission networks and associated facilities, including submarine landing stations, satellite earth stations and VSAT facilities (d) whether a Public Telecommunications Service includes the provision of international public telecommunications services to end users in the Republic of the Union of Myanmar (Myanmar) and to

The Committee confirms that, in the event an Applicant is asked a question by the Committee or people working for the Committee, the Applicant would not be in breach of Part 7 when it responds to the questions provided the response is effected in accordance with Part 7 of the Pre-qualification Rules. Controlling Interest Holder relates to both direct and indirect equity interests. Please refer to the answer to question 244.

Please refer to the answer to question 244.

The Committee believes that these terms are self-explanatory and should be readily understood.

Please refer to the answer to question 39.

(a) The current Licence Award Process has been set up to award two new Nationwide Telecommunications Licences. Other Licences are outside the scope of this Licence Award Process. (b) (c) (d) (e) (f) The draft Licence will allow for the provision of the full range of telecommunications services and will be technology neutral. The precise scope of the Public Telecommunications Licence will be detailed in the draft Licence that will be made available to Pre-qualified Applicants.

45

Pre-qualification Questions and Answers


persons outside of Myanmar (e) whether a Public Telecommunications Service includes the provision of mobile financial service, financing and other financial services in the Republic of the Union of Myanmar; and (f) whether a Public Telecommunications Service includes the provision of broadband telecommunications services and internet services? The draft Telecommunications Law currently provides for licences for a network facility service, a network service, a content application service and an application service. How does the Nationwide Telecommunications Licence relate to these categories in the draft Telecommunications Law? Please clarify if the percentage reference in the definition of Subsidiary is intended to refer to fifty (50) percent rather than five (5) percent as currently stated. The use of the term Subsidiaries in the Rules suggests that the former appears more appropriate. We also note that there is already a five (5) percent interest reference in the definition of Disclosable Interest Holder. Do the definitions of Public Mobile Telecommunications Services or Fixed Line Services provided in Section 8 of the Rules include WiMAX service and/or so-called mobile virtual network operators (for example E-lite and Asia Mega Link)? Please confirm that the market will consist of only four Operators for the duration of the initial licence (15 years) We understand that the Union Government is in the process of corporatizing MPT. Will the Union Government invite private investors to purchase shares in MPT or will MPT continue as 100% stateowned? Would MPT and/or the second Myanmar operator be permitted to bring in foreign telecom partner(s)? We understand that the Union Government intends that the telecommunications market will consist of 4 Operators, and that separate to the tender, the Union Government is in the process of granting a second Licence to a Consortium of local market participants (Second Operator).

250

8. Definitions

Definitions

The Committee confirms that the percentage reference in the definition of Subsidiary is five (5) percent.

251

8. Definitions

Definitions

Yes, the Rules do not prohibit WiMAX service and/or so-called mobile virtual network operators to be considered as Public Mobile Telecommunication Services or Fixed Line Services.

252

Annexes

Annex A

Market structure

The Union Government has decided that the telecommunications market will consist of four Operators that will provide nationwide Public Telecommunications Services. Regarding the present Licence Award Process, the initial term of the Licence is 15 years. The process of corporatising MPT is in the very early stage. The decision as to whether the share of MPT will be made available to private investors has not yet been made.

253

Annexes

Annex A

Market structure

254

Annexes

Annex A

Market structure

255

Annexes

Annex A

Market structure

Please refer to the answer to question 253. Similarly, no decision has been made regarding the future ownership structure of the second Myanmar Operator. (a) (b) The current Licence Award Process has been set up to award two new Nationwide Telecommunications Licences. Other Licences are outside the scope of this process. However, MCIT expects that the licensing regime and the regulation that are currently being developed will ultimately create a level playing field among all four Operators. Please also refer to the answer to

46

Pre-qualification Questions and Answers


(a) Will all 4 Licences be treated equally in terms of coverage, roll-out obligations, spectrum assignment and fee structure? To what extent will the terms of the 4 Licences differ? Will the Licence which is to be granted to the Second Operator be granted on terms which are substantially similar to the Licence that is currently held by MPT? (b) To what extent does the Union Government, MCIT, MNPED and the Committee believe that the Licence Selection Process will create a level playing field amongst the players in Myanmars telecommunications market? (c) Will MPT, the Second Operator and the Licensees all be subject to the same set of industry regulations? If the answer to the above question is no, please explain what differences in treatment will exist. Could you please confirm that the market structure set forth in Annex A Market Structure, which is envisioned for the future Telecom landscape in Myanmar, is composed of four (4) licences holders (or Nationwide Telecommunications Licence)? The four players being MPT (in the process of being corporatized), the two winners of the current Licence Award Process as well as a consortium of local market participants in the process of being granted a second Nationwide Telecommunications Licence? In order to understand the Market structure explained in Annex A, could the Committee be more precise about the MPTs corporatization planning? Could we expect MPTs corporatization in 2013, 2014 or 2015? When will MPT begin its new operations as a corporatized entity? In order to understand the Market structure explained in Annex A, could the Committee be more precise about the local licence attributions planning? Could we expect the attribution in 2013, 2014 or 2015? What will be the relationship between the existing government-owned operator and the two newly selected operators, especially before the corporatisation? Is it correct to assume that one or more legal entities will still be licensed on a nationwide basis, for example, building, ownership and operation of facilities infrastructure such as towers and associated facilities? question 1. (c) The set of regulations that is currently being developed by MCIT/PTD will be applicable to the four Operators.

256

Annexes

Annex A

Market structure

This is correct. The Union Government has decided that the telecommunications market will consist of four Operators that will provide Nationwide Public Telecommunications Services. The four mentioned Operators include (i) MPT; (ii) a Consortium of local market participants; and (iii) the two selected Pre-qualified Applicants of the Licence Award Process.

257

Annexes

Annex A

Market structure

258 259

Annexes Annexes

Annex A Annex A

Market structure Market structure

The corporatisation process of MPT is in the very early stage. While the Union Government is seeking to complete this process expeditiously, no detailed timeline with the completion of the corporatisation is available at this stage. Please refer to the answer to question 257. The grant of new Licences or amendment of existing Licences is expected to occur in 2013, but no firm timeline can be made available for now. The relationship among the four Operators will be governed by the regulatory framework and the conditions in the Licences.

260

Annexes

Annex A

Market structure

261

Annexes

Annex A

Market structure

The current Licence Award Process has been set up to award two new Nationwide Telecommunications Licences. The licensees (who will be authorised to provide the full range of Public Telecommunications Services) are expected, among other things, to build, own and operate towers and associated facilities. In the future, PTD may issue other additional specific Licences (such as

47

Pre-qualification Questions and Answers


When will the local consortiums public mobile telecommunications licence take effect? It is not completely clear from the pre-qualification document how many (in total) mobile network operators will have an operating licence in Myanmar? We would like to confirm that our understanding is correct and there will be 2 local incumbent licences (of which existing MPT is one of them) and 2 new licences. Would MCIT consider allocating more spectrum in the 900 MHz band presently? Would MCIT consider allocating 1800 MHz spectrum presently? specific Licences to construct towers and associated facilities). Please refer to the answer to question 259. Please refer to the answer to question 256.

262 263

Annexes Annexes

Annex A Annex A

Market structure Market structure

264

Annexes

Annex B

Proposed frequency assignment

265

Annexes

Annex B

Proposed frequency assignment

Please advise combination/pairing of 900 MHz and 2100 MHz bands to be allocated to new licensees. Would successful licensees be allowed to nominate their preferred pair or would spectrum pairing be allocated at MCITs discretion? Please advise if 900 MHz band could be available earlier to facilitate rollout of sufficient network coverage to support the SEA Games to be held in Myanmar

266

Annexes

Annex B

Proposed frequency assignment

267

Annexes

Annex B

Proposed frequency assignment

Would MPT and the new licensee comprising local consortium be subject to the same spectrum allocation and spectrum fee structure as the new licensees?

268

Annexes

Annex B

Proposed frequency assignment

269

Annexes

Annex B

Proposed frequency

Please advise rationale for the three year moratorium on additional spectrum allocation in the 2100 MHz and 1800 MHz band. Please also advise basis of additional spectrum allocation in the 2100 MHz and 1800 Mhz band after three years from the effective date of the licence. Please advise if allocation of additional spectrum in the 2100 MHz and 1800 MHz band three years later

No additional spectrum in the 900 MHz, 2100 MHz and the 1800 MHz bands will be released at this time. Upon demonstration of need, the MCIT/PTD will consider the possibility of releasing additional spectrum in the medium term (e.g., within the 1800 and 2100 MHz bands). Detailed spectrum packages with precise bands available for the new licensee will be provided in the ITT and draft Licence documents. It is expected that among the two successful Applicants, the one with the higher spectrum Licence fee offer will be allowed to choose between the two proposed allocations (same allocation in terms of number of MHz). MPT has been requested by the PTD to free up the required amount of spectrum in the 900 MHz band for the two new Nationwide Telecommunications Licences no later than the end of 2013 ( i.e., December 2013). At this stage, it is not expected that there will be spectrum available for the new licensees before that date. MCIT/PTD will set up a process to ensure compliance with MPTs spectrum-clearing obligations. Once the spectrum is cleared, which will take place no later than December 31, 2013, PTD will issue a notice to the licensees that the spectrum is available for use. Given the spectrum currently assigned and used in the Republic of the Union of Myanmar, it is not expected that MPT and the second Nationwide Telecommunications Operator (Consortium of local market participants) will have the same spectrum assignments. Subject to the development of the detailed regulatory framework, it is expected that the same recurring fees will apply to all Operators, including the second Operator and MPT (for the latter, subject to completion of the ongoing corporatisation process). Please refer to the answer to question 264.

In the allocation of the additional 2100 MHz and 1800 MHz band, priority will be given to the four Nationwide Telecommunications

48

Pre-qualification Questions and Answers


assignment 270 Annexes Annex B Proposed frequency assignment would be limited to existing operators. Please advise if additional fees would be payable. Please confirm that the licence will be technology agnostic, and operators are free to deploy any international mobile technology standard for use on the allocated spectrum. Annex B provides that MPT will free up spectrum for the two new Licences, and that this will be completed by the end of 2013. (a) Does this mean that the Licensees can only commence operations from January 2014? Can the Licensees commence roll out before the end of 2013? (b) If so, when can roll out commence? (a) Will the identity of the Second Operator (or the consortia members) be released publicly before the date on which the Licences are granted? (b) If so, when will this information be released? We understand that the Second Operator is expected to be assigned spectrum in the 800/900 MHz band, and that the Licences will be assigned the same amount of spectrum, namely 2x5 MHz plus 2x10 Mhz at 2100 MHz. (a) The allocation of 2x5 MHz 900 spectrum in lieu of 2x10 MHz 900 spectrum to the new licensees will increase the investments in the network required for capacity. Increased investments will affect the level of affordable tariffs which can be offered to the general public: (i) Has the final decision been taken to allocate 2x5 MHz in the 900 band and 2x10 MHz in the 2100 band to the Licencees or could Licensees apply for and be allocated different spectrum? (ii) Has MCIT considered allocating 2x10 MHz spectrum in the 900 band to the Licensees in order for them to provide network with lower investment requirements? (b) What are the reasons for the Second Operator being awarded spectrum in the 800 MHz band if the Licencees will also be awarded spectrum in the same band? (c) Will the Second Operator be allocated the same amount of spectrum that is to be allocated to the Licensees as specified in Annex B? If not, how much spectrum will be allocated to the Second Operator? (d) Will MPT, the Second Operator and the Licensees Operators. The Committee confirms that the Licence will be technology agnostic and that Operators are free to deploy any international mobile technology standard for use on the allocated spectrum provided it complies with at least the minimum quality standards stipulated in the ITT. (a) (b) The licensees can start operations, including network planning, site preparation, etc., as soon as the Licences have been awarded. The spectrum in the 900 MHz band is expected to be available no later than the end of 2013. Please also refer to the answer to question 266.

271

Annexes

Annex B

Proposed frequency assignment

272

Annexes

Annex B

Proposed frequency assignment Proposed frequency assignment

273

Annexes

Annex B

(a) (b) The Committee is committed to ensuring transparency. It will endeavour to publish information on the identity of the Second Operator as soon as there is more clarity on this. However, this may not happen before the date on which the Licences will be granted. (a) (i) The Committee confirms that the decision has been taken to allocate 2x5 MHz in the 900 MHz band and 2x10 MHz in the 2100 MHz band. Applicants cannot apply for a different spectrum through this process. (ii) The Committee has examined various spectrum assignment scenarios and has come to the conclusion that, given the local constraints and the number of Operators, the proposed frequency assignment is the best possible option at this time. MCIT and the Committee are fully aware of the benefits of the 900 MHz band in terms of improved coverage, reduced number of sites and lower investment required. 900 MHz is part of the spectrum package proposed for the two new Operators in the Licence Award Process. In the ITT document, the Committee will invite Applicants to present their strategy for network deployment and will examine, among other factors, the proposed deployment scenario in that particular band. Please also refer to the answer to question 264. (b) (c) As stipulated in Annex B, the second Myanmar Operator is expected to be assigned spectrum in the 800/900 MHz and the 2100 MHz band. Some details have not yet been finalised and are still under discussion. For that reason, no further information on the second Myanmar Operator can be made available at this time. (d) (g) MPT will release 2x10 MHz in the 900 MHz band and will keep the other spectrum which has already been assigned to it. Spectrum that has not been assigned to MPT will be retained by PTD. (e) Spectrum assignment for the second Myanmar Operator has not been finalised at this stage. Reasonable fee can be interpreted in the sense that the same level of fees could apply, provided that the same bandwidth/spectrum assignment would apply.

49

Pre-qualification Questions and Answers


be allocated the same amount of spectrum or will MPT retain the spectrum which is not allocated to the other operators? (e) Why is the reasonable fee which is to be paid by the Second Operator not referenced to the same level of fees that the Licensees will be required to pay? (f) Will the final allocation of spectrum to MPT, the Second Operator and the Licensees operator be known before the submission date for Applications (i.e., before 4 April, 2013)? (g) Will MPT retain the spectrum which is not allocated to the other operators? (h) The authorities have stated that the creation of a level playing field is one of the objectives of the granting of the new Licences. Please explain how an uneven allocation of spectrum between MPT and the Licensees be characterised as a level playing field? We understand that no additional spectrum in the 2100 MHz and no spectrum in the 1800 MHz band will be released until 3 years after the effective date of the Licences, unless exceptional circumstances require otherwise. (a) Please clarify how exceptional circumstances will be defined and provide examples of circumstances that may be classified as exceptional. (b) Which government bodies (i.e., MCIT) will have the authority to determine whether exceptional circumstances have arisen. (c) If additional spectrum is released, will the following be able to bid in respect of additional spectrum: (i) Licensees; and (ii) Applicants who applied for but were not granted a Licence. Annex B in page 33 stipulates that The two new Nationwide Telecommunications Licences will be assigned the same amount of spectrum, namely 2x5 MHz at 900 MHz plus 2x10 MHz at 2100 MHz. We propose the Committee to consider assigning the two new Nationwide Telecommunications Licences with the same amount of spectrum as follows: (i) 2x8 MHz in 900 MHz (ii) 2x10 MHz in 1800 MHz (iii) 2x10 MHz in 2100 MHz Our recommendation Is based on the following reasons: (a) According to EU Standard, the total bandwidth in the bands of 900 MHz, 1800 MHz and 2100 MHz are (f) More information on the spectrum assignment will be made available in the ITT document. No further information will be provided before April 4, 2013. (h) Please refer to the answer to question 1.

274

Annexes

Annex B

Proposed frequency assignment

(a) By nature, exceptional circumstances cannot be classified and are subject to interpretation. An unanticipated and exceptional rise of the number of customers in a dense urban area combined with an exceptional growth of the individual mobile data usage leading to a strong degradation of the overall quality of service of Operators could be considered as exceptional circumstances requiring an exceptional decision on spectrum assignment. (b) The MCIT/PTD has the authority to determine spectrum allocation, spectrum assignment and whether circumstances are deemed exceptional. (c) The Union Government has decided that the market will comprise four Operators. Please also refer to the answer to question 264.

275

Annexes

Annex B

Proposed frequency assignment

(a) Please note that existing mobile networks using various technologies have already been deployed and operated in Myanmar (with spectrum assigned). (b) The proposed spectrum packages provide experienced Operators enough spectrum to deploy, operate and commercialise mobile voice and data services in the Republic of the Union of Myanmar. (c) The proposed packages include 2x5 MHz in the 900 MHz band and 2x10 MHz in the 2100 MHz band. The MCIT/PTD is confident that experienced Operators can operate their network with sufficient quality for customers, as proven in other developed and developing countries. Please also refer to the answer to question 264. (d) The MCIT/PTD intends to avoid unfair competition in the telecommunications market. Please also refer to the answer to

50

Pre-qualification Questions and Answers


(i) 2x35 MHz in 900 MHz (including extended band); (ii) 2x75 MHz in 1800 MHz; (iii) 2x60 MHz in 2100 MHz band. As 4 mobile operators are planned to be licensed in Myanmar, to make full use of the frequencies, each operator should be assigned with at least: (i) 2x8 MHz in 900 MHz; (ii) 2x10 MHz in 1800 MHz; (iii) 2x10 MHz in 2100 MHz. (b) Experience from other countries: our studies have shown that in countries, especially those with 60 million population and large area as Myanmar, when the government allocated frequencies to operators for the first time, they had to provide them enough frequencies and full-service licences to ensure that they had sufficient technical and commercial conditions to deploy and operate the network. Only with enough frequencies, competition can be boosted and operators can provide good services to customers to meet the objectives set by the Governments. (c) It is difficult for operators if they are assigned with only 2x5 MHz on 900 MHz band and 2x10 MHz on 1900 MHz band: (i) If the Union Government intends to assign the operators with the spectrum amount as per Annex B, we are afraid that no operator can operate their network with sufficient quality for customers. To avoid network congestion, the site density must be very high with the distance between sites about 200-300 m. This will result in signal interference and unstable quality service to the subscribers. (ii) If operators try to deploy the network based on that spectrum amount, they will face a huge increase in CAPEX (2-3 times) higher and it will results in higher service tariffs, which affects directly the benefits to the customers who will have to pay more for using the telecom services and higher asset depreciation, which lowers the profits gained by the operator and hence lowers the corporate income taxes collected to the government budget. (d) The risk of creating an un-fair competition in the telecom market. If these two new Nationwide Telecommunications Licences are assigned with this spectrum amount as per Annex B while the second Myanmar is expected to be assigned spectrum in the 800/900 and 2100 MHz band, this will create an unbalance of the spectrum amount assigned to 3 operators and MPT which will result in unfair competition in the market. question 1. Please also refer to the answer to question 272.

51

Pre-qualification Questions and Answers


276 Annexes Annex B Proposed frequency assignment The bandwidth assigned to the licensee appears rather narrow to provide appropriate mobile services on a nationwide approach. Do you consider to release/add/auction additional spectrum on the 800 MHz, 900 MHz, 2600 MHz band in the third phase? Do you confirm that the spectrum awarded to the two new Nationwide Telecommunications Licences is technology agnostic? Can you please confirm that all Mobile Telecommunication Operator (MTO) will have the same spectrum (i.e. that Myanmar Post and Telecom (MPT) does not keep more than the others) Can the Union Government guarantee that the Mobile Telecommunication Operator (MTO) will be able to access all parts of the country? The amount of spectrum allocation proposed is at the bottom-end of international benchmarks (especially frequencies below 1 GHz). Making more spectrum available in line with international benchmarks will enable more coverage in high speed data services and voice: (a) What are the plans and timelines for release of more spectrum? (b) In particular, when will more spectrum in the 900 MHz band be released? (c) What will the process be to ensure operators spectrum is contiguous when additional spectrum is allocated? Could we get more spectrum to bring more services and what could be the timing for the release of future spectrum? It was previously communicated that each operator would get 30 MHz, however the current allocation is 15 MHz. Can you please confirm that we will get additional spectrum as and when needed? What will be the process for releasing additional spectrum? Please confirm the band plan for the 800 MHz band referred to in the document on page 32? Is there any reason why spectrum allocation is restricted to 5 MHz of 900 and 10 MHz of 2100? Please confirm that the spectrum to be allocated in the 900 MHz band sits within the international rd definitions of Band 8 (described, for example, in 3 Generation Partnership Project (3GPP) TS 36.101 Please refer to the answers to questions 264 and 273.

277

Annexes

Annex B

278

Annexes

Annex B

Proposed frequency assignment Proposed frequency assignment Proposed frequency assignment Proposed frequency assignment

Please refer to the answer to question 270.

Please refer to the answer to question 267.

279

Annexes

Annex B

The Committee confirms that the licensees will be able to access all parts of the country. (a) (b) Please refer to the answer to question 264. (c) The MCIT will ensure, as far as possible, to assign contiguous spectrum to Operators.

280

Annexes

Annex B

281

Annexes

Annex B

282

Annexes

Annex B

Proposed frequency assignment Proposed frequency assignment

Please refer to the answers to questions 264 and 274.

Please refer to the answers to questions 264 and 273.

283

Annexes

Annex B

284

Annexes

Annex B

285

Annexes

Annex B

Proposed frequency assignment Proposed frequency assignment Proposed frequency assignment

Additional spectrum assignment information will be included in the ITT document. Please refer to the answer to question 273.

Yes, this is correct.

52

Pre-qualification Questions and Answers


subclause 5.5) Please also confirm that the spectrum to be allocated in the 2100 MHz band sits within the international rd definition of Band 1 (described, for example, in 3 Generation Partnership Project (3GPP) TS 36.101 subclause 5.5) Please confirm that the spectrum licences will allow rd the operator to select which 3 Generation Partnership Project (3GPP) technology is used. If not, which ones are allowed? Does this apply to Myanmar Post and Telecom (MPT) and Yatarnapon Teleport (YTP) as well? Please detail which services operate in the frequencies adjacent to the bands being proposed and the technical conditions which will prevent harmful interference from these? Will all licensees have access to the same amount of spectrum in each band? (if not please show the differences between the operators) If and when will microwave spectrum be made available? What will the terms and conditions of suing the microwave spectrum be? Which microwave frequency bands, which channel bandwidths and how channels per operator of each frequency will be made available? Please indicate where bands are duplexed (i.e. FDD). Which technology is used in this spectrum today? Are frequencies allocated to satellite communications? If so which bands (Ku, C, Ka), who are the operators (geostationary vs. incline) and how can new operators get access and what is the current approximate cost for telecom backhaul purposes charged? Would it be possible for MPT to free up spectrum for the two new Nationwide Telecommunications licences earlier than the end of 2013 (say July 2013)? (a) How much spectrum will the second Myanmar operator be assigned? (b) Is it possible to provide additional details and the identify of the second Myanmar operator? (c) What is considered as a reasonable fee? (d) Will the new licensees be granted identical licences to those of the second Myanmar operator and MPT, including in respect of coverage commitment? (e) Should the incumbent and second Myanmar operators not be expected to pay the same as the two

286

Annexes

Annex B

Proposed frequency assignment

Yes, this is correct.

287

Annexes

Annex B

Proposed frequency assignment

288

Annexes

Annex B

Proposed frequency assignment Proposed frequency assignment Proposed frequency assignment Proposed frequency assignment Proposed frequency assignment

Please refer to the answer to question 270. The Committee confirms that the Licence will be technology agnostic and that Operators are free to deploy any international mobile technology standard for use in the allocated spectrum. Existing Operators in the Republic of the Union of Myanmar are outside the scope of the present Licence Award Process. More information regarding the current spectrum assignment will be made available in the ITT document.

289

Annexes

Annex B

Please refer to the answer to question 267.

290

Annexes

Annex B

More details will be provided in the ITT.

291

Annexes

Annex B

Please refer to the answer to question 290.

292

Annexes

Annex B

Please refer to the answer to question 290.

293

Annexes

Annex B

294

Annexes

Annex B

Proposed frequency assignment Proposed frequency assignment

Please refer to the answer to question 266.

(a) Please refer to the answer to question 273. (b) Please refer to the answer to question 272. (c) Please refer to the answer to question 273. (d) More details on the coverage requirements will be provided in the ITT and draft Licence. (e) Please refer to the answer to question 273.

53

Pre-qualification Questions and Answers


new licensees in terms of licence and spectrum charges? (a) Based on industry standards an allocation of 2x5 MHz in the 900 MHz band for each of the two new licensees is not sufficient to operate a network. Can the new licensees receive a greater allocation of spectrum in the 900 MHz extended band and/or in the 850 MHz band? (b) Can it be confirmed that the Nationwide Telecommunications Licences and the spectrum allocations are technology netural, thereby allowing licensees the flexibility to provide the best quality and latest services/technology in Myanmar over the period of the licence? (c) What transmission (i.e. microwave) frequencies will be made available to the new licensees and when will these be made available? (a) Can an equal allocation of 1800 MHz and 2100 MHz spectrum be allocated to all four licenses operators? (b) What is meant by exceptional circumstances? (c) Is it proposed to develop a set of objective criteria to define exceptional circumstances, for example if the licensee has a rapid increase in the number of subscribers and requires 1800 MHz spectrum for capacity? (d) What are the plans for the assignment of spectrum in the 450 MHz, 700 MHz and 800 MHz bands? Does the Myanmar authority foresee assigning additional frequency in the 900 MHz and 2100 MHz spectrum bands to licensees in the future? Are there plans for the issue of spectrum in the 1800 MHz band? (a) In order to completely understand the competitive environment we would like to request exact information concerning the bandwidths and amount of spectrum that MPT will retain following the allocation of the spectrum specified in the PQ document to the two new operators. (b) In addition we would like to know details of the spectrum to be allocated to the second Myanmar operator. According to your explanation in the PQ document, no additional spectrum in the 2100 MHz/1800 MHz will be released in the 3 years following the initial

295

Annexes

Annex B

Proposed frequency assignment

(a) Please refer to the answer to question 273. (b) Please refer to the answer to question 270. (c) Please refer to the answer to question 290.

296

Annexes

Annex B

Proposed frequency assignment

(a) Please refer to the answer to question 273. (b) Please refer to the answer to question 274. (c) Please refer to the answer to question 274. (d) More details on spectrum assignment will be made available in the ITT document.

297

Annexes

Annex B

298

Annexes

Annex B

299

Annexes

Annex B

Proposed frequency assignment Proposed frequency assignment Proposed frequency assignment

Please refer to the answer to question 264.

Please refer to the answer to question 264.

(a) Please refer to the answer to question 265. (b) Please refer to the answer to question 273.

300

Annexes

Annex B

Proposed frequency assignment

Please refer to the answer to question 264.

54

Pre-qualification Questions and Answers


allocation. Is it possible to re-consider this condition and allocate more bandwidth in the 900/2100 MHz band at its earliest opportunity? This would enable more rapid network rollout and facilitate the achievement of the national telecommunications policy targets. Serious applicants wishing to supply the Republic of the Union of Myanmar with competitive and attractive telecommunications over the entire initial licence period of 15 years will base their PQ application on a longer business plan. For this planning activity we would be grateful for some information as to how further spectrum will be allocated after the first three years of the licence duration: which selection criteria will be applied to the allocation of this new spectrum and which selection process is envisaged? Please provide the spectrum positions of the two incumbent local mobile operators (i.e., MPT and the other unspecified Myanmar Mobile Operator) in terms of available bandwidth and the associated carrier frequency range for uplink and downlink. Will the assigned bandwidth (2x5 MHz @ 900 MHz and 2x10 MHz at 2100 MHz) be good for 2G and 3G services only? Will there be additional frequency allocations for LTE? Will the Union Government specifically prescribe the Technology that can be used on the spectrum that will be assigned? Will MPT and the local Myanmar Operator have the same spectrum Bandwidth allocations as the 2 new licensees (i.e. 2x5 MHz at 900 MHz and 2x10 MHz at 2100 MHz)? When MPT frees up spectrum for the new licensees by the end of 2013, will the licensee have the exclusive legal right to use the assigned spectrum nationwide? Will the Union government prevent the assignment of the 1800 MHz band to any of the 4 operators (including MPT) within the next 3 years after the effectivity of the licences? What will the process be for requesting for additional frequencies within the 900 MHz, 1800 MHz and 2100 MHz bands? May we request for a copy of the national radio frequency assignment chart which shows how the frequencies are currently assigned right now?

301

Annexes

Annex B

Proposed frequency assignment

Further details on current spectrum assignment will be included in the ITT document. Please also refer to the answer to question 264.

302

Annexes

Annex B

Proposed frequency assignment

Please refer to the answer to question 267.

303

Annexes

Annex B

Proposed frequency assignment Proposed frequency assignment Proposed frequency assignment Proposed frequency assignment Proposed frequency assignment Proposed frequency assignment Proposed frequency assignment

Please refer to the answer to question 270.

304

Annexes

Annex B

Please refer to the answer to question 270.

305

Annexes

Annex B

Please refer to the answer to question 267.

306

Annexes

Annex B

The Committee confirms that the licensees will have the exclusive legal right to use the assigned spectrum nationwide, in line with the conditions specified in the draft Licence. Please refer to the answer to question 264.

307

Annexes

Annex B

308

Annexes

Annex B

Please refer to the answer to question 269.

309

Annexes

Annex B

More details will be provided in the ITT document.

55

Pre-qualification Questions and Answers


310 Annexes Annex B Proposed frequency assignment Proposed frequency assignment What are the Union Governments plans for other frequencies, such as the 450 MHz, 700 MHz, 800 MHz, 2300 MHz and 2500 MHz frequencies? For spectrum allocation in Annex B, Committee plans to assign 2x5 MHz at 900 MHz plus 2x10 MHz at 2100 MHz to each new operator. Here, the exact frequency lots is not specified. In addition, the planned bandwidth would not be adequate to achieve the goals to increase the overall tele-density of the country to 75 to 80 percent by 2015-2015 as well as to deliver a sound mobile internet service. We suggest Committee shall disclose which frequency lots will be allocated to the new operators prior to issuance of the licence and increase the bandwidth of spectrum available to the new operators. According to Annex B, it is expected that the second Myanmar operator will be assigned spectrum in the 800/900 MHz and the 2100 MHz band for a reasonable fee. Please provide information on whether a joint venture (including equity participation) between such second Myanmar operator and a foreign operator will be permitted. It is stated at pp 32-33 of the PreQual Rules that the two new licensees will be assigned the same amount of spectrum, namely: 2x5 MHz at 900 MHz, plus 2x10 MHz at 2100 MHz, i.e. total 2x15 MHz each. Does same refer inter se these two licensees or does it refer back to the second Myanmar operator at the bottom of p. 32? It is stated that the second operator would be assigned spectrum in the 800-900 MHz band and the 2100 MHz band. Is it planned that the second operator would receive the same amount of spectrum as the two new operators? There is no comment about how much spectrum MPT would have. We assume that MPT would be a mobile operator, and if so would be corporatized and licensed directly by a new regulatory body. (a) Is that correct? (b) If so, what spectrum would it be assigned for purposes of providing the same kind of mobile services as the two new entrants would provide (There are competition issues relevant to this question). (c) What measures will be taken to ensure a level playing field, or even one slanted in favour of new Please refer to the answers to questions 264 and 273.

311

Annexes

Annex B

Please refer to the answer to question 273.

312

Annexes

Annex B

Proposed frequency assignment

Please refer to the answers to questions 253 and 254.

313

Annexes

Annex B

Proposed frequency assignment

Same refers to the two new licensees, not to the second Myanmar Operator.

314

Annexes

Annex B

Proposed frequency assignment

Please refer to the answer to question 267.

315

Annexes

Annex B

Proposed frequency assignment

Please refer to the answer to question 273.

56

Pre-qualification Questions and Answers


entrants and resolving to be level over time? Are there any particular protocols expected in this technologically neutral approach? E.g. WCDMA for the 2100 MHz only? There are no optimal LTE frequencies to be issued (e.g. 1800 MHz, 2600 MHz), can LTE be offered? Can 3G be offered on 900 MHz? Presently, the Government is giving 5 MHz in 900 MHz and 10 MHz in 2100 MHz to the successful bidders. As the quantum of spectrum is lower than international benchmark, we suggest that the minimum spectrum in 900 MHz should be at least 10 MHz or additional 5 MHz should be given in the 1800 MHz apart from 5 MHz in 900 MHz. We note that the requirements for the Licence Selection Process Documentation (as set out in Annex C) are stated in broad terms. (a) Will the selection criteria upon which the Committee will assess an Application be made public? (b) Will the scoring and weighting methods to be used by the Committee in assessing an Application be made public? (c) Will the results of the scoring and weighting process be made public? (d) To what extent will the Licence Selection Process be transparent and how does the Committee intend to safeguard the transparency of the process? (e) Who will be responsible for evaluating the quality of the various plans referred to in Annex C? Will the Committee retain external advisors to assist in this process? (f) We note that one of the selection criteria set out in Annex C is proposed fees including a one-time Licence and spectrum fee offer. Is it anticipated that an auction will take place? (g) What weighting will the Committee give the size of the proposed Licence fee in evaluating an Application? (h) To what extent will the Committee take into account the legal and regulatory uncertainties affecting the telecommunications market when evaluating the level of the proposed Licence fees? (a) Will there be a weighting applied and publicised as part of the Licensee Selection Process for each of the selection criteria? (b) If the new licensees pay a one-time licence and

316

Annexes

Annex B

Proposed frequency assignment

Please refer to the answer to question 270.

317

Annexes

Annex B

Proposed frequency assignment

Please refer to the answer to question 273.

318

Annexes

Annex C

Licensee Selection Process documentation

(a) The selection criteria and their weighting will be included in the ITT. (b) Please refer to the answer to question 317. (c) The ranking of Applicants will be made public. (d) The rules, selection criteria and weighting of these criteria will be made public as part of the ITT. The ranking of Applicants will be published. An internal code of conduct has been established for the purposes of ensuring transparency of the process. (e) The Committee will be responsible for evaluating the Invitation to Tender submissions. It may base its decision on the assessment of the Technical Team established to help the Committee, but is solely responsible for the evaluation. (f) One of the selection criteria will be the proposed Licence fee. More details on the fee structure will be contained in the ITT and draft Licence. However, it is not anticipated that an auction will take place, but the proposed fee will be one of the evaluation criteria taken into account during the Licensee Selection Process. (g) The weighting of the proposed Licence fee will be included in the ITT. (h) The Committee is aware of the legal and regulatory uncertainties affecting the telecommunications market. Please also refer to the answer to question 1.

319

Annexes

Annex C

Licensee Selection Process documentation

(a) Please refer to the answer to question 318. (b) Licensees are expected to be subject to additional fees, which would be set in accordance with the provisions of their Licence. Further information on the fee structure will be provided in the ITT

57

Pre-qualification Questions and Answers


spectrum fee, does this mean that there will be no annual licence and/or spectrum fees payable for the duration of the licences? We note that as part of the Invitation to Tender, Prequalified Applicants will also receive a draft Licence. (a) To what extent will the draft Licence address the following issues: right of way, access to land and placement of base stations, access to electricity and other important rights that will be required to fulfill the Licence terms and secure the operations of the Licensee? (b) Please confirm whether the Licence terms will be consistent with the language of the draft Telecommunications Law and thereby subject to the approval of parliament. Access to land for building tower, rights of way for transmission and access to electricity is critical for building and operating a nationwide telecommunications network. (a) To what extent will the Telecommunications Law, the FIL and FIR, the SOEE Law, laws relating to land and other relevant laws, regulations, notification and orders impact upon and support secure access to these critical elements? (b) In the event that access to such elements is not sufficiently secured by the FIL, the FIR, the Telecommunications Law and Telecommunications Rules and other relevant laws, regulations, notifications and orders, to what extent can access (and ultimately, the Licensees investment) be safeguarded and guaranteed in the Licence agreement? (a) To what extent will the Licensees be able to share passive and active infrastructure with MPT and the Second Operator (to the extent relevant), or does MCIT intend to encourage competition on towers as is similar in other jurisdictions, for example, India? (b) To what extent will MCIT or MPT guarantee that a Licensee will be able to lease MPTs existing sites and transmission links from optical fibre links on a site/infrastructure sharing basis? To what extent will MCIT guarantee the same in respect of infrastructure owned, leased or otherwise utilised by the Second Operator? What MW band and frequencies will be made and draft Licence.

320

Annexes

Annex C

Licensee Selection Process documentation

321

Annexes

Annex C

Licensee Selection Process documentation

(a) The draft Licence is expected to contain general provisions regarding access to land and use of rights of way. However, the detailed legal regime governing access to these resources will be contained in the Telecommunications Law, and other existing and future laws applicable in the Republic of the Union of Myanmar. (b) The draft Licence terms will be consistent with the draft Telecommunications Law. The MCIT expects that the Telecommunications Law will be enacted before the Licences are granted. If the Law is not enacted until after the grant of the Licence, any necessary modifications will be made to the Licence to align it with the new Telecommunications Law. The Licence terms are not subject to the approval of the Parliament. Please also refer to the answer to question 23. (a) Please refer to the answer to question 320. Licensees are encouraged to review the relevant legislation. (b) Please refer to the answer to question 320. PTD will make every effort to work with licensees to help resolve issues related to access to resources.

322

Annexes

Annex C

Licensee Selection Process documentation

(a) MCIT intends to facilitate passive infrastructure sharing between all licensees. Infrastructure sharing will be part of the regulatory framework currently being developed by the MCIT/PTD. (b) MCIT is currently developing regulations that will address interconnection and access amongst licensees.

323

Annexes

Annex C

Licensee

More details will be provided in the ITT.

58

Pre-qualification Questions and Answers


Selection Process documentation 324 Annexes Annex C Licensee Selection Process documentation available to Licensees? What bands will be given -7, 11, 16 or 28 GHz? When the allocation will be done? Which ministry or regulatory authority will be responsible for issuing the MW licences? (a) Can the draft Licence be made available to all applicants prior to the submission of the Prequalification Application? (b) Will the two new licensees be allowed to operate their own International Gateways for both voice and data? (c) What are the current proposals on International Gateway connectivity? (d) Is it possible for an Applicant to make a submission to the Committee in respect of what it perceives to be material matters that the drafters of the draft Licence might consider? Such submissions may greatly facilitate the licensing process. (e) How will the draft Licence relate to the work being undertaken on new regulatory framework by, for example, advisors of the World Bank and/or the ITU? (f) Will an Applicant be consulted in a meaningful way by the World Bank and the ITU advisors on each of their projects, such as (i) the development of an operational roadmap for the telecommunications sector in Myanmar; (ii) the development of a telecommunications regulatory framework including such areas as competition, licensing, interconnection, tariff regulation, spectrum, quality of services and institutional matters; and (iii) the review of the latest version of the draft Telecommunications Law and/or the drafting of general implementing rules and regulations? (g) What are the regulatory fees being proposed and will these fees be capped to a specific amount? (h) Will certain regulatory fees not apply to Licensees until a specified date, for example, five years from the commercial launch of the two new Nationwide Telecommunications Licences, in order to ensure the main goals of the policy framework for the development of the countrys telecommunications market are achieved as quickly as possible? (i) Will tariff regulation be limited, as is widely accepted as international best practice, to the regulations of retail tariffs of only dominant Licensees in a relevant market in Myanmar, with the exception that all Licensees are obligated to file their retail tariffs with the relevant authority in Myanmar?

(a) The draft Licence will be made available only to all Pre-qualified Applicants. This will be done on the announcement of the Prequalified Applicants. (b) Please refer to the answer to question 39. (c) Please refer to the part (b) of this answer. (d) Pre-qualified Applicants will be allowed to submit comments on the draft Licence. (e) The draft Licence will require the licensee to comply with various regulatory obligations. The substantive regulatory obligations will be contained in the detailed regulatory framework that is being developed. MCIT/PTD is working to ensure that the Licence and the regulatory framework are fully consistent. (f) Please refer to the answer to question 29. (g) MCIT is mindful of the need to keep any regulatory fees reasonable. More information on the regulatory fees will be included in the ITT and draft Licence. (h) More information on the regulatory fees will be included in the ITT and draft Licence. (i) The details regarding the tariff regime will be included in the regulatory framework that is currently being developed. (j) The draft Licence will contain general competition provisions, which are expected to be consistent with international best practices. (k) Guidelines regarding interconnection will be provided in the ITT. (l) It is expected that Operators that control bottleneck facilities, or facilities that cannot be replicated economically, will be required to provide access on reasonable prices, terms and conditions. (m) The MCIT does not have the right to control land use and this will need to be addressed by a legal statute. Environmental considerations are expected to be detailed in the regulation that is being developed by MCIT/PTD. (n) It is expected that the two new licensees will be allocated a sufficient block of numbers and additional blocks of numbers will be made available when needed. (o) It is expected that MPT will provide access to its network, subject to capacity availability. The detailed terms and conditions will be made available, once fully developed. (p) Please refer to the answer to question 333. (q) Please refer to the answer to question 261. (r) More information will be available in the ITT document.

59

Pre-qualification Questions and Answers


(j) Will the proposed competition regulation be based on the prohibition of (i) anti-competitive agreements, including cartels; and (ii) the abuse of dominant market power? (k) Will a framework for interconnection be in place before the two new Nationwide Telecommunications Licences are granted? If so, what are the proposed interconnection rights and obligations of each Licensee? (l) What access obligations will be imposed, if any, on existing operators of public telecommunications networks, such as MPT and YTYP, including with respect to capacity on international submarine and overland cables? (m) Will the new telecommunications regulatory framework include land, planning and environmental regulations? For example, it will be important to ensure that telecommunications networks, including facilities, are constructed only on land where ownership and land use have been officially confirmed. (n) Will the two new Licensees be allocated a sufficient block of numbers from the outset (for example at least 20 million numbers each) and will additional blocks of numbers be made available as required? (o) Will the fibre optic network owned and operated by MPT be made available to the new licensees and if so, over what timeframe, at what price and what will the general process for the new licensees to obtain rights of way be? (p) Will co-location be mandated? (q) Will there be separate infrastructure licences to allow companies to construct towers? (r) Is the process for cellular site permitting being developed and if so, what will the new process be? What is the timeline for this being made available? Please elaborate on what is mean by tariff regulation?

325

Annexes

Annex C

Licensee Selection Process documentation

326

Annexes

Annex C

Licensee Selection

The Committee does not publish the criteria for selection decision in License Selection Process as

Tariff regulation refers to the process by which a regulator requires an Operator to submit a document (tariff) that specifies the price, terms and conditions on which the Operator seeks to provide a service. The regulatory authority either accepts, rejects or modifies the tariff; and the Operator is thereafter required to provide service based on the prices, terms and conditions approved by the regulator. The Committee will publish the specific selection criteria and their weighting in the ITT. At the same time, the Committee will publish

60

Pre-qualification Questions and Answers


Process documentation specified in Annex C, but require applicant must commit and propose fees including a one-time Licence and spectrum fee. In fact, Applicant will have difficulty making commitment prior to understanding the obligation and rights of Licence, which are key factors to assess the necessary investment. High licence and spectrum fees will not conduct an affordable and quality telecom services, we strong suggest Committee shall consider the priority of getting networks built quickly with affordable cost, instead of the licence and spectrum fee. Who can sign on Annex D? AR? the draft Licence, which will contain significant information regarding the licensees rights and obligations, including information regarding the fees which will be imposed. The Committee further notes that it will apply the comparative evaluation method. The licensees proposed financial proposal will be one amongst a number of criteria that will be considered.

327

Annexes

Annex D

328

Annexes

Annex D and Annex I

329

Annexes

Annex F

Cover letter for Pre-qualification submissions Cover letter for Pre-qualification submissions and declaration of regulatory compliance Telecommunicat ions operating Licence details

Annex D can be signed by the Authorised Representative.

Are the Applicants allowed to make minor changes to Annexes D and I or do they have to copy paste the content without making any change?

No changes can be made to Annexes D and I, except for filling in the missing information.

330

Annexes

Annex G

Financing activity details

Please confirm that the final column (Number of Years since Ownership Control has exceeded 50.1%. is required to be completed in the cases of the primary and secondary experience only. Please confirm that both the Date of Licence Award and the Date of Commercial Launch must be specified. Are the financing activities to be documented other than as set out in Annex G? What supporting documentation is required to be filed as part of the Application? Could you confirm that the information listed within Annex C the Licence Selection process Documentation is supposed to be provided after the pre-qualifications, meaning, for the sake of clarity, that the list of information is expected for the submission of June 3, 2013? Can AR sign on Annex I instead of officer/director?

The Committee confirms that the final column is required to be completed in the case of primary and secondary experience only. Both the Date of the Licence Award and the Date of Commercial Launch must be specified for all entries.

331

Annexes

Annex G

Financing activity details

There are no financing activities to be documented other than the ones set out in Annex G. No supporting documentation for financing activities is required unless the Applicant considers it necessary by way of explanatory material, in which case such information would need to be inserted in the supplementary volumes. The information listed within Annex C must be provided with the ITT submission, not the Pre-qualification Application submission. The information required for the ITT is subject to change.

332

Annexes

Annex I

333

Other

Declaration of regulatory compliance Infrastructure and network sharing

334

Other

Infrastructure

Please comment on the availability of common transmission infrastructure for sharing/lease by new licensees (for example, microwave or backbone) by new mobile licensees and the corresponding lessor and leasing scheme. Are there any policies on promoting the co-

The Authorised Representative can sign only if he/she meets the requirements as specified in Annex I which clearly states that the letter must be signed by an officer or director of the Applicant. MCIT intends to facilitate passive infrastructure sharing between all licensees. Infrastructure sharing will be part of the regulatory framework currently being developed by the MCIT/PTD.

Please refer to the answer to question 333.

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Pre-qualification Questions and Answers


and network sharing construction and sharing of telecom network infrastructure (including wireless base stations, cables and cable ducts of transmission network)? If not, is it possible for the government to introduce such policies after the licence release? What is the specific plan is this aspect? The expression of interest states that operators are expected to enter into infrastructure sharing. Does this refer to passive infrastructure sharing or will active infrastructure sharing also be allowed? Will tower-sharing between licensees especially in rural areas be allowed? Will independent tower companies be allowed to operate and if so what will the licensing process comprise? Please clarify the conditions for accessing the existing transport network infrastructure by the companies that would be awarded the new licence. Will tower-sharing between licensees especially in rural areas be allowed? Will independent tower companies be allowed to operate and if so what will the licensing process comprise? Please can you confirm that MPT will be encouraged to share its current tower sites? Will Myanmar regulatory authority encourage or enforce Network Sharing? Under what conditions do the Regulating Authority see network sharing being implemented? The basic approach for the Government is to promote infrastructure and facilities sharing as a mechanism to permit rapid network deployment. However, there is no regulatory regime for infrastructure sharing (for example, the basis of cost sharing) and MPT operates the existing infrastructure. Will MPT allow for the lease of available capacity (TDM or IP)?

335

Other

Infrastructure and network sharing Infrastructure and network sharing Infrastructure and network sharing Infrastructure and network sharing Infrastructure and network sharing Infrastructure and network sharing

Please refer to the answer to question 333.

336

Other

Please refer to the answer to question 333.

337

Other

Please refer to the answer to question 333.

338

Other

Please refer to the answer to question 333.

339

Other

Please refer to the answer to question 333.

340

Other

Please refer to the answer to question 333.

341

Other

Infrastructure and network sharing Infrastructure and network sharing Infrastructure and network sharing Infrastructure and network

342

Other

Will MPT allow for the lease of Dark Fibre? What will the rates be? Will MPT allow for the lease of their available MW transmission capacity? How much will the rate be? Will the Union Government allow for the co-use of poles for the fibre optic cable (FOC)?

Wholesale access to network capacity will be facilitated, when appropriate. The terms and conditions have not yet been detailed and are part of the regulatory framework currently being developed by MCIT/PTD. Please refer to the answer to question 341.

343

Other

Please refer to the answer to question 333.

344

Other

Please refer to the answer to question 341.

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Pre-qualification Questions and Answers


sharing Infrastructure and network sharing Infrastructure and network sharing

345

Other

Will the two (2) new licensees be allowed to co-locate with existing MPT towers? If the two (2) new licensees will be allowed to colocate with existing MPT towers, what will be the cost arrange on the following: (a) Retrofitting, if required (b) Rental Does the Union Government have a plan for a third party tower/infrastructure provider? Is there an existing transmission network? Are there lease lines available?

Please refer to the answer to question 333.

346

Other

Please refer to the answer to question 333.

347

Other

348 349

Other Other

Infrastructure and network sharing Existing infrastructure Existing infrastructure Existing infrastructure Existing infrastructure Infrastructure development

Please refer to the answer to question 261.

350 351 352

Other Other Other

353

Other

Infrastructure development

354

Other

Infrastructure development

How many (fixed) central offices are there today and where are they located? How many mobile sites exist today and where are they located What is the formal/legal process to get all the permissions needed to erect and run a base station (a) What approvals are required? (E.g. building, microwave, permits to dig fibre, environment or civil aviation authority permits?): (i) On an existing building (rooftop) and (ii) erect a large mast and equipment compound (b) What, if any, land access rights will the successful licensee be granted? How long does it take and what is the approximate cost to get the required permits, for example: (a) In practice what is average time to get all permits needed for an application (b) Are there Service Level Agreements (SLAs) in terms of turn around? (c) Is there sufficient resources and infrastructure support to meet the massive new demand caused by the winners? (d) Will there be mechanisms put in place to get blanket approvals for licensees rather than site by site to speed up rollout? (For example on Government buildings/land or more generally). Are there any areas where travel or the movement of equipment and tools needed to build a telecommunications network prohibited e.g. military

Information on the existing transmission network will be included in the ITT. New entrants will be invited to enter into discussion with existing Operators. In the event they are unable to reach agreement, they may seek dispute resolution from the PTD. Further information will be provided in the ITT. Information on the current mobile sites will be included in the ITT. (a) Applicants are expected to conduct their own due diligence, including aspects related to local laws applicable in the Republic of the Union of Myanmar. (b) Please refer to the answer to question 320.

The Committee cannot provide specific information at this time. However, the Union Government will work to assist the new licensees to obtain approvals necessary to meet their roll-out obligations.

Please refer to the answer to question 279.

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Pre-qualification Questions and Answers


zones Will the new licensee be allowed to establish their own Backbone facilities (Microwave and Fibre Optic Cable)? What are the permits needed for the FOC cable installations? Will the Union Government allow for the installation of new poles for FOC and power lines? If microwave transmission is to be used, please comment on availability of microwave transmission spectrum allocation for each mobile licensee and the associated spectrum fee payable by the licensee. What are the frequency bands to be allocated to Microwave Radio? How is international voice & data handled today? (a) How many and which international voice carriers are used? Can all destinations be reached? (b) How many peering points are available in Myanmar at present, how much data traffic is carried and what is the capacity of these? (c) Are there any specific regulatory requirements regarding international voice and data connections? Will licensees be allowed to set up international gateways for voice and data connectivity? Will the Union Government allow the new licensee to establish its own international gateway and ISP? Will Myanmar regulatory authority encourage or enforce national roaming? Under what conditions do the Regulating Authority see National Roaming being implemented?

355

Other

Infrastructure development Infrastructure development Infrastructure development Microwave

New licensees will be allowed to establish their own facilities in compliance with the terms of their licences. This information is not available at this stage. Applicants are requested to conduct their own due diligence. No specific decision has been made. However, the Union Government will work to assist the new licensees to obtain the approvals necessary to meet their roll-out obligations. Please refer to the answer to question 290.

356 357

Other Other

358

Other

359 360

Other Other

Microwave International gateways

Please refer to the answer to question 290. Please refer to the answer to question 39.

361 362 363

Other Other Other

International gateways International gateways National roaming, MVNO and spectrum sharing

Please refer to the answer to question 39. Please refer to the answer to question 39. The answers to these questions are part of the regulatory framework currently being developed by MCIT/PTD. National roaming may be allowed, although the regulatory framework is not expected to require or encourage it. MVNOs are expected to be allowed in the market at some point. Spectrum sharing is not expected to be allowed at this time. Detailed answers will be made available when the regulatory framework is completed. Please refer to the answer to question 363.

364

Other

365

Other

366

Other

National roaming, MVNO and spectrum sharing National roaming, MVNO and spectrum sharing National roaming, MVNO and spectrum sharing

Will national roaming agreements be allowed? Will MVNO arrangements be permitted? Will spectrum sharing be permitted? Will national roaming be allowed?

Please refer to the answer to question 363.

What is the national roaming regime planned?

Please refer to the answer to question 363.

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Pre-qualification Questions and Answers


367 Other Technology and spectrum Does Myanmar have any plans for launch of LTE technology? Which spectrum band will LTE services be applied to and when does the regulator expect to release the applicable spectrum band? Will there be an operating license for CDMA & EVDO? Please note that CDMA/EVDO technology is known to substantially interfere with 3GPP UMTS and if CDMA/EVDO is operational would result in having to account for more costly and complex UMTS network design. Is the awarded spectrum technology agnostic? More specifically: (a) Is awarded spectrum without any specific technology conditions? (b) Is the winning operator free to choose technology platform for awarded spectrum? (c) Are operators free to use 900 MHz for UMTS as well as for GSM/GPRS/EDGE and LTE/LTEadvanced? (d) Are operators free to use 2100 MHz for UMTS as well as for LTE/LTE-advanced? (e) It is unclear whether spectrum trading or spectrum swaps would be permitted between operators to make the most out of the limited spectrum available. Are we allowed to use fixed wireless technology for the fixed line services? What are the available frequencies that we can use for this? Is there any limitation and special requirement (such as the construction location, construction measurement, etc.) on construction of network infrastructure (including wireless network, core network, transmission network, IP network, IDC, optical cable and cable duct, telecommunication station, office building, international cable landing station, etc.)? Will the Nationwide Telecommunications Licensee be allowed to deploy its own networks including, but not limited to, the nationwide fibre optic cable network, the sub-marine cable landing stations, satellite transmission systems, and the international gateway? Are licensees allowed to apply for ISP licences? In developing the spectrum roadmap, the MCIT is considering issues related to the deployment of LTE technology. This roadmap is not finalised at this stage. Additional elements on the current spectrum assignment will be made available in the ITT document. The operating Licence will be technology neutral.

368

Other

Technology and spectrum

369

Other

Technology and spectrum

(a) Please refer to the answer to question 270. (b) Please refer to the answer to question 270. (c) (d) Please refer to the answer to question 368. (e) Spectrum trading/swaps is not expected to be allowed. Any change in spectrum assignments will require the approval of the Department.

370

Other

Technology and spectrum Scope of the Licence

371

Other

The Licence will be technology neutral. Fixed wireless technologies are allowed. The frequencies allocated through the Licence Award Process are the ones mentioned in the Pre-qualification Rules. Please refer to the answer to question 320.

372

Other

Scope of the Licence

The licensee will include the right to provide Network Facilities. More details will be provided in the ITT. Please also refer to the answer to question 39.

373

Other

Scope of the Licence Scope of the Licence Scope of the

374 375

Other Other

Will the new licensee be allowed to own IRU capacity? Will the new licensee be allowed to set up its own

The Licence will allow for the provision of the full range of Telecommunications Services, including application services, such as Internet services. More details will be provided in the ITT and draft Licence More details will be provided in the ITT and draft Licence

65

Pre-qualification Questions and Answers


Licence International roaming Number portability Number portability Interconnection Numbering plan IGF/ISP facilities? Will there be any restrictions on the services that can be provided for the international roaming customers? Will number portability be mandated by the Union Government? Will it be mandatory to implement number portability? What are the policies, rules and regulations for local interconnection? What is the numbering plan allocation? (a) Access code (b) Special service codes (c) Numbering block allocation How many fixed and mobile subscribers are there in the country today and how are they distributed across the geography? Please can you provide population data and an estimate of how it is distributed across the landmass (cumulative distribution function of percentage (%) of population against percentage (%) landmass and/or maps) Please can you provide the average income levels across the different administrative divisions? How is energy/power currently supplied to MTP mobile sites? Can you provide details of the national power grid split by geographic availability and reliability per region? Can you confirm how many households have regular access to electricity grids? Please provide details of the transport network infrastructure available in the country to deliver leased line connectivity today, including but not limited to: (a) Physical medium used (copper/fibre optics) (b) Technologies available (IP?) (c) Capillarity/reach of these technologies across the geography map form if available Can you confirm the state of road infrastructure across the geography i.e. accessibility to potential sites Please can you confirm that details of any mobile money services, which can be offered in addition to telecommunications services, do not need to be included within the pre-qualification application but can be included in the third stage of the licence award

376 377

Other Other

More details will be provided in the ITT and draft Licence Number portability is expected to be assessed as part of the regulatory framework that is currently being developed by MCIT/PTD. Please refer to the answer to question 377. Local interconnection conditions are part of the regulatory framework that is currently being developed by MCIT/PTD. More details will be provided in the ITT.

378 379 380

Other Other Other

381

Other

Current telecom market Country data

Available details were provided in the EOI.

382

Other

Additional information will be provided in the ITT document.

383 384 385

Other Other Other

Country data Energy/power Energy/power

The Committee is not able to provide this information. The Committee is not able to provide this information. More details will be provided in the ITT.

386 387

Other Other

Energy/power Transport network

More details will be provided in the ITT. More details will be provided in the ITT.

388

Other

Transport network Mobile money services

More details will be provided in the ITT.

389

Other

The details of Mobile Money services do not need to be provided in the Pre-qualification application. The ITT will invite Applicants to indicate the type of e-services that they plan to provide. However, it is expected that such services will need to comply with applicable banking laws.

66

Pre-qualification Questions and Answers


process. What authorisations, if any, will be required to permit operators to provide mobile money services? Is there any requirement that an operator must partner with a regulated or authorised financial institution in Myanmar to provide mobile money services? For Mobile Banking Service, will there be common mobile banking platforms for the four (4) operators that will integrate with the banks, or will the operator be allowed to use their own mobile banking platforms and directly integrate with the banks? Can you please confirm that capitalised terms used in the Annexes to the Rules but not defined therein (in particular in letters or declarations to be issued by the Applicant) shall have the meaning ascribed to them in the Rules? Can Wi-Fi subscribers be considered to be mobile subscribers? What is the land policy for telecommunications facilities? Are the rules for expression of interest still valid?

390

Other

Mobile money services

The Committee cannot provide any information on this at the moment. It is up to each Applicant to conduct its own due diligence.

391

Other

Mobile money services

No policy regarding common mobile banking platforms has been defined at this stage.

392

Other

Other

The Committee confirms that the capitalised terms used in the Annexes to the Rules but not defined therein shall have the meaning ascribed to them in the Rules.

393 394 395

Other Other Other

Other Other Other

Wi-Fi subscribers cannot be considered to be mobile subscribers. Please refer to the answer to question 320. The Expression of Interest did not have any legally binding rules. Its purpose was to announce the start of the licensing process, provide interested parties with information on the licensing process and to provide the Committee with contact details of interested entities. The Committee cannot provide any information on this at this stage. It is up to each Applicant to conduct its own due diligence.

396

Other

Other

397

Other

Other

398

Other

Other

399

Other

Other

400

Other

Other

Please can you clarify how a customer can register a SIM? Is there any specific documentation required e.g. National Identity Document card, proof of address? Please outline the current and future approach to coordinating and resolving cross-border interference issues. The Committee invites interested entities to submit an Expression of Interest (EOI) in first stage and promise to provide information for those applicants wishing to form a consortium. However, there are gaps in the process. The Rules for Pre-qualification Applications in second stage does not spell out the role for those Applicants whose registration was accepted through Express of Interest in first stage as promised. Additionally, the rules for forming a Consortium with new members are not clearly defined either. Are there any import restrictions or duties on any categories or manufacturers of telecommunications equipment? What are the requirements on certify or certification as required in this application?

Coordinating and resolving cross-border interference issues will be based on relevant international treaty obligations and international best practices in spectrum management. The Expression of Interest stage did not result in th e acceptance of any registration. It simply provided an opportunity for the Committee to obtain information on parties that may be interested in obtaining a licence. Any interested party is free to participate in the pre-qualification phase.

Importation and duties are subject to the current trade laws and agreements applicable in the Republic of the Union of Myanmar. Please refer to the answer to question 129.

67

Pre-qualification Questions and Answers


401 Other Other Does the Committee take into consideration an applicants plan to proactively address the governments policy framework (e.g. Tele-density, affordability and competitive choice) and/or other objectives such shared infrastructure into the Committees approval of the applicants Prequalification Application? For example, if an applicant has plans to deliver critical online services such as mobile payment or provide educational services to remote and rural area, does the Committee take this into consideration of the applicants Pre-qualification submission? Will information be provided by applicants in/with Prequalification Application be considered as confidential and will not be disclosed outside the Committee? Is it correct, that participation in Pre-qualification process doesnt put any obligations on applicant regarding further participation in the Licenses Award Process or any other additional obligations? Is there or will be there any limitations on expatriation of dividends from Myanmar? What are the minimum services expected from the operator (e.g. Voice, SMS, MMS, Data, Mobile Banking, etc.)? Are there any restrictions with regards to the Hardware and Software vendors? An Applicant will be pre-qualified if it meets the requirements for prequalification specified in the Rules. The Applicants specific plans to address the Myanmar market do not form any part of the Prequalification criteria or assessment. The Committee will define the selection criteria and weighting for the Licensee Selection Process in line with the Union Governments objectives.

402

Other

Other

403

Other

Other

404 405

Other Other

Other Other

The Committee confirms that all information submitted by Applicants will remain confidential, but may be shared with the committees advisors and staff, who are under a duty of confidentiality. The Committee confirms that participation in the Pre-qualification Process does not put any obligation on the Applicant regarding further participation in the Licence Award Process or any other additional obligations. Myanmar laws regarding dividends apply. More details will be provided in the ITT and draft Licence.

406

Other

Other

407

Other

Other

408

Other

Other

409

Other

Other

In relation to Customer Care, will there be a minimum number of business offices expected from the operator? As a new entrant, we would like to know explicitly the obligation of incumbent telecom operator in Myanmar to support mobile backhaul and to share BTS tower. These are essential in assessing the investment. Bidders are being asked to commit that we will participate in the License Selection prior to see the obligation of the Licence. We suggest Committee shall provide explicit obligation of Licence prior to submission of proposal of second stage. For the benefit of all EOI participants, after the prequalification companies have been announced to be invited/advanced for bidding stage, is there a time given by the selection committee for those companies who are not considered, but believe that they do qualify. Any due process to refute, debate, and clarify

No specific software and hardware restrictions pursuant to the Licence Award Process have been established except for the ownership structure for a Consortium pursuant the Pre-qualification Rules. This information is not available at this stage. Any minimum requirement, if applicable, will be stipulated in the ITT and draft Licence. The terms and conditions have not yet been finalised and will be part of the regulation framework currently being developed by MCIT/PTD.

The requirements for pre-qualification are clear and objective. Therefore, there is no need for a process to permit an Applicant to refute, debate or clarify the decisions of the Committee regarding which Applicants are pre-qualified. However, in the interest of transparency, the Committee will publish a list of all Applicants that seek to be pre-qualified, and those Applicants that are pre-qualified.

68

Pre-qualification Questions and Answers


in the open or close sessions before officially announcing to the next round. We understand these to be telecoms licences with mobile spectrum. Are there any rollout obligations specifically pertinent to fixed wireline? Request you to please clarify whether the terms of the pre-qualification rules, and submissions made pursuant to the pre-qualification rules, would form part of the terms and conditions of the telecom licence awarded to such part.

410

Other

Other

Roll-out requirements will be detailed in the ITT. These requirements are expected to be technology neutral. The Licence will contain certain licensee-specific conditions. However, these will be based on commitments that the licensee makes in its ITT submission. The Committee does not anticipate that any information submitted at this stage will be included in the Licence other than the shareholder composition.

411

Other

Other

69