Ukraine launches 2025 privatisation of Odesa Portside Plant JSC: key issues for bidders

The State Property Fund of Ukraine has opened the pre-sale process for the long-awaited disposal of 99.5667% of the share capital of JSC Odesa Portside Plant (OPP), a transaction scheduled to be awarded by electronic auction on 25 November 2025. Situated at Pivdenne on the Black Sea coast, OPP is one of the country’s largest chemical complexes, which has produced ammonia, urea and industrial gases and operating deep-water terminals capable of loading Panamax-size vessels. Core production was suspended following Russia’s invasion, but OPP has continued to generate limited income by supplying oxygen and nitrogen and acting as a port logistics hub. Against the backdrop of Ukraine’s post-war reconstruction agenda, the sale promises to be the headline asset in the 2025 large-scale privatisation calendar.

The forthcoming auction will be carried out on the Prozorro.Sale platform in accordance with the Law of Ukraine On privatisation of state and municipal property, and the Cabinet of Ministers’ Resolution No. 271 of 3 March 2020. 

A starting price of UAH 4.488 billion (approximately EUR 92.7 million) has been fixed, with a minimum bid increment of UAH 44.885 million (roughly EUR 927,000). Applicants must lodge a guarantee deposit equal to 5% of the start price (UAH 224.426 million or EUR 4.6 million), which may be paid in cash or by a bank guarantee that complies with National Bank of Ukraine regulations. A separate registration fee of UAH 80,000 (EUR 1,650) is also payable.

Eligibility is deliberately broad. Ukrainian nationals, foreign individuals and domestic or overseas corporate bodies may participate. Ukraine’s sanctions regime excludes persons and entities designated under Ukrainian sanctions lists, and also Russian and Belarusian citizens, residents or undertakings. Those restrictions apply equally to subsequent transfers of the privatised shares or any underlying assets. In addition, bidders whose acquisition of control may trigger Ukrainian merger thresholds must obtain prior clearance from the Anti-Monopoly Committee of Ukraine. An eight-week timeline should be budgeted for that process.

To participate, bidders must submit their applications no later than 20:00 Kyiv time on 24 November 2025. The application dossier must provide evidence of payment of the deposit and registration fee, disclose ultimate beneficial owners, and include the standard corporate and identity documents prescribed by the information notice and the Prozorro.Sale rules. Where borrowed funds are to be used, bidders must provide lenders’ commitment letters and proof of available financing. Executing the platform’s confidentiality agreement will unlock access to the virtual data room, while physical site inspections can be arranged on weekdays between 8:00 and 15:00 at the plant’s address (3 Zavodska Street, Pivdenne, Odesa oblast).

Post-completion obligations are material and should be modelled carefully at the bidding stage. The purchaser must:

• maintain fertiliser and nitrogen compound production as OPP’s core business for at least five years;
• reimburse the State Property Fund for the cost of its sell-side adviser, Pericles Global Advisory LLC, in the amount of UAH 16.5 million (EUR 340,000) within 45 calendar days of closing;
• clear outstanding wage and budgetary arrears (currently c. UAH 184 million and UAH 182 million respectively) within 12 months, and settle other overdue payables (recorded at UAH 16.62 billion) within five years, except for liabilities owed to sanctioned creditors;
• invest no less than UAH 500 million (EUR 10.3 million) in modernisation and energy-efficiency projects over a five-year horizon;
• refrain from transferring shares or assets to sanctioned, Russian or Belarusian-linked persons;
  observe a six-month no-redundancy moratorium, honour existing collective agreements and maintain statutory employee benefits;
• comply with environmental, civil-defence and tax legislation, ensuring that no tax arrears arise; and
• accept on-going monitoring by the State Property Fund, which will report annually to the Cabinet of Ministers on compliance with the share purchase agreement.

From a practical perspective, bidders should prepare carefully, mark the application deadline and auction date, secure funds for the deposit and fees; and decide whether to bid directly or through a newly incorporated special-purpose vehicle. Early execution of the confidentiality agreement will maximise the time available for due diligence. For participating consortiums, term sheets and shareholders agreements should be negotiated in advance because the platform permits only one formal bidder per application. For leveraged transactions, lender commitment letters and security term sheets should be settled before bids are filed to avoid last-minute compliance gaps.
Although the buyer inherits significant obligations, the commercial upside is strong including unrivalled access to Black Sea export routes, proximity to agricultural feedstock markets, and the opportunity to rehabilitate a strategic asset of national importance. The political resolve to close the deal is strong, and the Prozorro.Sale platform affords a level playing field for international investors.

For more information on the OPP privatisation or to arrange a briefing for your deal team, contact your CMS client partner or the CMS Ukrainian experts who wrote this article: Vitaliy Radchenko, Natalia Kushniruk, Mykhaylo Soroka.