Offset deal- a type of compensation transaction when purchasing imported products, an essential condition of which is the issuance of counterclaims to invest part of the funds from the contract amount in the economy of the importing country. In world practice, offset transactions are most common in the area of ​​importing products of the military-industrial complex, but they are also found in the civilian sector when purchasing expensive products, especially high-tech ones.

In some publications, the phrase “offset transaction” is used with two letters “f” (from the English offset). This is wrong for the Russian language. Correct spelling with one letter "f".

Existing types of offset obligations

Offset obligations are understood as the type of requirements of the purchasing party fulfilled by the supplier of products. Depending on the amount of the contract, the type of purchased products, and offset conditions in the importing country, they may be supplemented or reduced. Currently known types of offset obligations:

• direct investments (including investments in investment projects not directly related to the product supplier);
• technology transfer;
• investment in R&D;
• opening of joint production on the territory of the importing country;
• location of production on the territory of the importing country;
• construction of specialized training centers, implementation of training and retraining programs for specialists in various fields for the importing state;
• development of infrastructure, as well as social infrastructure.

A futures contract is a document that specifies obligations to sell by one party and purchase by the other party a corresponding amount of an underlying asset at a certain time in the future at a fixed futures price of the underlying asset at the time the parties enter into the contract.

How futures contracts are concluded

A futures contract can only be concluded on an exchange, and its conclusion is carried out on standard conditions for each specific exchange and are negotiated separately for each type of asset. Such a contract provides for the possibility of deferring delivery of a specified underlying asset and the possibility of final settlement in cash according to strictly defined rules. An active secondary market for futures contracts allows them to be liquid. In addition, the exchanges themselves organize groups of dealers who actively trade relevant contracts, which contributes to the expansion of this market and gives investors the opportunity to buy or sell a contract or make an offset transaction at any time.

All futures contracts on the exchange have the same standard, differing only in price. The contract price is agreed upon directly during open trading on the exchange floor. The fulfillment of the contents of the futures contract is guaranteed directly by the exchange itself, or rather its clearing house.

A futures contract always occurs on an impersonal basis. Therefore, after the contract is concluded, the parties to the transaction are not the seller and the buyer, but the seller and the clearing house on the one hand, and the buyer and the clearing house on the other hand. Thanks to this, the buyer and seller can freely liquidate their obligations under the contract through an offset transaction.

Offset deals

An offset or reverse transaction is a transaction concluded in contrast to a previously concluded contract with the same terms. Thus, it closes previously open positions. For example, if the seller (or writer) buys back a previously sold contract by him (or someone else), then he executes an offset trade and the short position he previously opened is closed.

Any party participating in a futures contract may refuse to execute it if the other party agrees, as well as in cases provided for by law, but such cases are extremely rare. Most often, an open position is closed by concluding an offset transaction. The owner or buyer of a futures contract can sell it during its entire term without agreeing to the terms of that sale with the seller of the contract.

Federal Law of 04/05/2013 No. 44-FZ “On the contract system in the field of procurement of goods, works, services to meet state and municipal needs” (“ Law on the contract system") regulates the procedure for concluding government contracts that provide for reciprocal investment obligations of the supplier-investor to create or modernize and (or) develop the production of goods on the territory of a constituent entity of the Russian Federation to meet the state needs of the constituent entity of the Russian Federation. Such a contract is called offset.

The tool became available on September 1, 2016, its main essence is to stimulate investment in new production or modernization of existing facilities.

The conclusion of an offset contract presupposes the possibility of further non-competitive conclusion of state (municipal) contracts in the region with a supplier of goods who has established the corresponding production of goods within the framework of the offset contract. In other words, for investing in the production of a region, the investor is provided with guarantees for the sale of manufactured products to a state or municipal customer.

Features of the offset contract:

1. The validity period of the offset contract is limited to 10 years.

2. The minimum investment volume must be 1 billion rubles.

3. The legal act on concluding an offset contract provides for the maximum period during which the creation or modernization and (or) development of production is carried out. The implementation of measures within the specified period allows the investor-supplier to conclude state (municipal) contracts in the region.

4. The legal act on the conclusion of an offset contract determines the executive authority of the constituent entity of the Russian Federation, establishing the procedure for determining the maximum price of a unit of goods, the production of which is being created or modernized and (or) mastered, as well as the procedure for determining the contract price.

In this case, the following requirements are imposed on the maximum price:

• if a product is subject to tariff regulation, then the maximum price is established taking into account legal acts on such regulation and cannot exceed the price determined in accordance with them;
• in other cases, the price is determined using the method of comparable market prices (market analysis), and if the product is sold at exchange auctions, it cannot exceed the price formed at them.

The contract price for the supply of goods is determined based on the maximum unit price of the goods and the quantity (volume) of the purchased goods.

5. There are features of concluding an offset contract. In particular, the supplier-investor provides security for the execution of the state contract in terms of investment obligations in the amount of 2 to 5% of the investment volume. A government contract may provide for the payment of an advance, which, in turn, may be conditional on the provision by the supplier-investor of security in the amount of the advance. This security is provided separately from the security described above relating to investment obligations.

The first offset contract was concluded in Moscow in the pharmaceutical field.

Decree of the Government of the Russian Federation dated December 22, 2016 N 1441 “On establishing requirements for those established by the executive authority of a constituent entity of the Russian Federation for the purposes of procurement in accordance with paragraph 48 of part 1 of Article 93 of the Federal Law “On the contract system in the field of procurement of goods, works, services to ensure state and municipal needs" to the procedure for determining the maximum price of a unit of goods, the production of which is being created or modernized and (or) developed on the territory of a constituent entity of the Russian Federation in accordance with a state contract concluded with the only supplier of goods - a legal entity in accordance with Article 111.4 of the said Federal Law, as well as to the procedure for determining the price of such a contract.”

Decree of the Government of the Russian Federation dated November 12, 2016 No. 1166 “On establishing the specifics of procurement planning and holding tenders to determine the supplier with whom a state contract is concluded, providing for counter investment obligations of the supplier-investor to create or modernize and (or) develop the production of goods on the territory of a constituent entity of the Russian Federation Federation to meet the state needs of the constituent entity of the Russian Federation."

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And so, in Moscow, the Department of Economic Policy and City Development concluded the first state offset contract for the production and supply of medicines.

BENEFITS FOR MOSCOW

Let us remind you that an offset contract is a government contract with counter investment obligations. The supplier-investor, according to such a contract, creates, modernizes and masters the production of goods on the territory of a constituent entity of the Russian Federation. To conclude an offset contract in accordance with Federal Law No. 44-FZ, he must invest at least 1 billion rubles in the region. “We have been moving towards this contract for quite a long time. In collaboration with our federal colleagues from the Ministry of Economic Development of Russia and the FAS Russia, we developed and promoted a draft amendment to No. 44-FZ and solved the problems that were primarily facing the city. It is very important for Moscow to attract investment for development of our own industry. We understood that the most important thing for investors is the return on financial investments. And Moscow, as the largest government customer in the pharmaceutical sector, can provide such a measure of support as a guarantee of sales. For Moscow, it is an advantage that in the city, therefore, a new high-tech innovative enterprise is being created, which will become a launching pad for related industries - cosmetology and the food industry,” states the head of the project office of the city investment management agency of the Moscow government Artem Barashev. And the new pharmaceutical complex will pay taxes, bringing money to the capital’s budget, and provide jobs for city residents.

FROM WORDS TO ACTION

First, the procedure for concluding an offset contract was determined. By the way, this does not require the participation of the Russian Ministry of Industry and Trade, as well as other federal structures, by law. Therefore, all interactions were built at the level of the subject of the Federation, i.e. cities. The selection of the investor took place in the format of a competitive selection. Before the tender, the duration of the contract (up to 10 years), the degree of localization, a list of what is included in the investment portfolio, and the procedure for determining the price for the implementation of the project within the duration of the contract were determined. By the way, the price formula is fixed exactly for the duration of the contract. This is very important because... does not lead to losses for either the supplier or the customer. “Under the terms of the competition, the winner, in addition to supplying drugs, must create the production of medicines, investing at least 3 billion rubles in it. At the same time, the region does not provide either real estate or financing, and the supplier-investor independently and at its own expense builds a plant, the capacity of which will allow to produce 22 types of medicines. These will be drugs from the oncology and immunomodulators group. At the same time, we will have a full production cycle for at least two drugs, including the release of biological substances. At the same time, we have the right to supply the drugs at the subject level. to determine a replacement for the drug if a more effective analogue becomes available. Of course, even at the discussion stage of this project, we consulted with representatives of pharmaceutical associations,” Artem Barashev clarified.

One of the main conditions of the contract is full compliance with GMP standards (an international system of norms, rules and guidelines for the production and control of medicines, reflecting the best practices in the industry), as well as the creation of a production facility of a high environmental level, which will allow the establishment of a sanitary protection zone around enterprises 50 meters away.

Thus, this offset contract solves very specific strategic tasks: attracting investment and creating modern production facilities, import substitution in the field of pharmaceuticals, medical products and equipment. As a result, medicines created at the Moscow site are supplied.

The city has the right to conduct a technical audit in order to verify the volumes and technological stages of production, including at the stage of production of the substance. In addition, city structures have the right to adjust the volume of drug purchases based on applications within 10% of the supply volume. The price in the year of delivery is determined by the formula as the lowest of three prices:

• price indexed for the year of delivery, determined at the competition;
• price of the investor-supplier registered in the Vital and Essential Drugs register;
• average price for government contracts concluded a year earlier (Moscow, Moscow region, Ministry of Health, etc.).

There are also fines and penalties for non-fulfillment and delay in fulfilling investment obligations. The investor provides a bank guarantee for the fulfillment of investment obligations in the amount of 5% of their volume.

BENEFITS FOR INVESTORS

It’s no secret that getting the opportunity to develop your business in a metropolis like Moscow, and even on the terms of an offset contract with the city government, is a dream for many entrepreneurs. After all, such an alliance promises very bright prospects. In particular, high demand for the supply of medicines, long-term guarantees of demand from the Moscow government, prompt resolution of land issues (the provision of a land plot will occur without bidding), and the volume of government procurement in Moscow will amount to 550 billion rubles. ($9.5 billion) per year. It is estimated that over 10 years, the number of drugs purchased according to the basic conditions under the current competition will be 22 INN (international nonproprietary name) of the Oncology/Immunomodulators group. At the same time, the initial maximum contract price is set at 28.8 billion rubles. (approximately 4.12 billion rubles/year). As for the stages of localization, the situation is as follows:

• until 2019 - localization of packaging and quality control for 22 INNs;
• until 2020 - localization of production of the substance at least 2 INN (11.5 kg of substance per year), and localization of production of finished dosage forms (FDF) at 20 INN.

The production creation stage is 3 years, includes the drug product, packaging, quality and 4 years for substances. Delivery time is 7 years (2019-2026). Investments - at least 3 billion rubles. Of this, at least 70% goes into the creation of real estate and equipment. After fulfilling all investment obligations and localization stages, the investor is included in the register of sole suppliers and government customers have the right to enter into contracts with Moscow customers without bidding.

The investor also receives such support measures from the city administration:

• provision of land for rent without holding a competition;
• the possibility of preliminary approval of the lease of a land plot without a competition;
• the amount of rent based on an independent assessment for a period of up to 6 years;
• from January 1, 2018, the opportunity to receive a subsidy to reimburse the costs of technological connection is up to 100 million rubles. for the project.

In this case, the supplier-investor has the right to produce, incl. other drugs for sale, both in Moscow and in the regions of Russia, as well as for export.

2 applications were submitted to the competition. The winner was JSC "BIOCAD".

The contract price reduction from the initial maximum contract price (IMCP) was approximately 50%. Of course, this significantly influenced the determination of the winner of the tender, because NMCC is one of the most important parameters of any procurement. By the way, the competition was checked by the Federal Antimonopoly Service of Russia and no violations were found.

WILL THERE BE MORE...

The example of the first pharmaceutical offset contract in Moscow aroused justifiably positive interest in the industry. And the city is ready to launch new projects, especially since it has all the conditions for this. On the territory of SEZ (special economic zones) it is possible to carry out both technological innovation and industrial production activities. The area of ​​the SEZ is 207.5 hectares - Zelenograd (Alabushevo, MIET, Mikron, Angstrem) and Technopolis (Moscow). At the same time, investors are provided with a 47% reduction in the regional tax burden, a free customs zone: VAT and duties on imported foreign goods and equipment - 0%, preferential purchase of a land plot, free connection to utility networks. Possible placement on existing production, laboratory and office space.

“Great opportunities are also provided by the international medical cluster on the territory of the Skolkovo innovation center. The area of ​​the plots here is 57.6 hectares. The total area of ​​the facilities is up to 450 thousand sq. m. The regime of international standards and rules of OECD countries is in force (sanitary-epidemiological, hygienic standards, construction standards) in relation to medical activities, development of medicines, medical technologies and medical devices, educational activities and scientific research. It is planned to introduce a system of tax and customs benefits for cluster participants,” noted Artem Barashev.

Based on materials from the forum "RBC Pharma 2017: Innovations, investments, forecasts"