1. What is APIDT?
2. What will APIDT do?
The Asia Pacific Internet Development Trust (APIDT) will fund Internet development initiatives in the Asia Pacific region, through the APNIC Foundation and other partnerships.
It will support technical skills development and capacity building, improve critical Internet infrastructure, encourage research and development, and increase the community’s capability to build an open, global, stable and secure Internet.
3. How will APIDT be funded?
On 25 March 2020, APIDT received a transfer of a range of historical IPv4 address space, from WIDE Project, Japan, on two conditions: that it be offered for sale on the IPv4 address market, and that the proceeds be used in support of Internet development in the Asia Pacific region.
The intended sale of the transferred address space will provide the initial capital funding for APIDT. The proceeds of the fund will support the aims of the Trust.
4. How were these decisions made?
The decision to transfer and sell the historical resources was made entirely by WIDE, the holder of the historical address space. APNIC was invited to work together with WIDE, because of APNIC’s successful track record of supporting Internet development in the region.
5. How is APIDT structured?
APIDT has a corporate Trustee*, incorporated in Australia by APNIC and WIDE Project, serving jointly as guardians of the Trust. All details including the Deed of Trust are available on the APIDT website.
*APIDTT Pty Ltd (Australian Company Number 638 389 072).
6. Who controls APIDT?
APIDT is controlled by its corporate Trustee, APIDTT Pty Ltd, which is legally bound to administer APIDT in accordance with its Deed of Trust. APIDTT Pty Ltd has onerous legal obligations and fiduciary duties to always act in good faith and honesty, and with due care, skill and diligence, in the best interests of the beneficiaries under the Trust.
7. What IP addresses were transferred to the Trust?
The address space transferred to APIDT is the remaining historical IPv4 space within 43/8, a “Class A” block which was assigned by the IANA (the Internet Assigned Numbers Authority) to the WIDE Project in 1991. The transfer was performed under the APNIC Historical Resource Transfer Policy.
8. What is Historical IPv4 space?
Historical addresses are those which were assigned by the IANA prior to the existence of APNIC and other Regional Internet address Registries (RIRs).
Under the APNIC policy framework, historical addresses are not subject to the regular APNIC management policies, but may be freely transferred under the Historical Resource Transfer policy. In this process they also become “current” (no longer historical) resources, and therefore subject to APNIC policies.
9. Why were the addresses not returned to the APNIC unallocated pool?
The address space held by WIDE Project was historical space, and was not made available for return to the APNIC unallocated address pool under any circumstances. The space was made available ONLY on the conditions described above (in Q3), and these conditions were accepted after due consideration by the APNIC Executive Council.
10. How will the proceeds be used by APIDT?
Once the sale has been completed, the proceeds received by the Trust will be placed in an investment fund to produce a continuous long term financial return. It is intended that this funding stream will support Internet development activities through the APNIC Foundation and other channels.
11. What APIDT accountability measures will be in place?
APIDT will maintain transparency in its governance, financial and operational affairs, including producing annual reports and annual financial audits.
IPv4 Address Space Disposal
12. Who designed APIDT’s IPv4 address space sale process?
International consulting firm KPMG and legal firm Maddocks were commissioned to advise the Trust in the design of the sale process . Both teams involved have extensive experience in conduct and probity of large commercial transactions, including sales of public assets.
13. What were the principles for designing this sale process?
APIDT asked KPMG and Maddocks to design a process for sale of address space which would:
- Ensure an open, transparent and efficient process, meeting high standards of probity and accountability
- Maximise the funds raised to support the objectives of the Trust
- Ensure the opportunity to participate in the sale is open to multiple organisations, through a structured, staged approach.
14. What is a ‘Sale by Tender’?
The process chosen for the sale of the address space is called a ‘Sale by Tender’, and it was chosen in line with the guiding principles above. In a ‘Sale by Tender’ process, any participant can submit an offer, or tender, to purchase the item which is for sale. The best tender or tenders are then chosen, according to known selection criteria, before the sale (or sales) then go ahead.
15. Is this an auction?
No. Like an auction, a Sale by Tender is a ‘competitive’ process, however in a Sale by Tender, each participant can only submit a single offer. The successful offer (or offers) are then selected, and there is normally no chance for offers to be increased.
16. How is the purchase price set?
The price for IPv4 addresses is established by the market, and by the highest bid in this Tender process. There is no official independent authority on the IPv4 market, but information may be obtained from recent industry reports available online. Tenderers are encouraged to complete their own pricing research and analysis before submitting a bid.
17. Who selects the best offer?
The successful offers will be finally selected by the Trustee, after assessment and shortlisting by KPMG and Maddocks according to established selection criteria and a process which ensures objectivity and independence.
18. What are the selection criteria?
The primary selection criteria for the successful tenders will be the price offered, on a per-address basis, along with any specified contractual terms or requirements. For more information, please refer to the Sale Process document.
19. Who can submit a tender?
Any organisation which is incorporated in any part of the APNIC service region, or any existing member of APNIC, or of an APNIC-affiliated NIR member, will be able to participate. Regarding APNIC membership, more information is available here.
20. How will this sale be conducted?
The sale of address space by the APIDT will be conducted in three stages. This method was chosen to ensure the opportunity to participate in the sale was open to multiple organisations.
In each stage, one block of addresses will be offered for sale, as follows:
21. How will the address space be subdivided for sale?
In each stage, the block of address space being sold will be subdivided into a number of smaller blocks, and tenders (offers) may be submitted for one or more of those blocks.
Block Size: /12
Block Size: /14
Block Size: /16
Number of blocks: 8
Number of blocks: 16
Number of blocks: 32
22. How much address space can I bid for?
In each stage, each participant will be able to submit a single offer, for any number of available blocks at the participant’s chosen price. Additionally, participants may indicate whether or not they are prepared to accept a smaller number of blocks, at that same price. It will not be possible to submit multiple, complex or conditional offers.
For more information, please refer to the Sale Process document.
23. Can I bid in multiple rounds of the sale?
Any participant who is successful in one stage of the sale will not be permitted to participate again in subsequent stages; however if unsuccessful, they may participate again in later stages.
24. What are the contractual terms?
The proposed contract of sale (Standard IPv4 Address Space Transfer Agreement) was published with the Request for Tenders document on 25 May 2020. Participants may state if they accept these terms, or if they propose variations, which must be fully detailed. Any variations will be considered in the selection process. See each stage for all relevant documents.
25. Can the contractual terms be changed?
A tenderer is not required to accept all the terms of the Standard IPv4 Address Transfer Agreement; and may submit a marked-up revision of that agreement, or its own proposed agreement. If it does so, then the tenderer’s proposal will be evaluated against other competing tenders, and against the Standard IPv4 Address Transfer Agreement, and if considered unacceptable or less desirable, may be rejected for that reason.
26. Will there be an opportunity for negotiation?
While the Trustee will reserve the right to negotiate with any short-listed tenderer (among other rights), it is not the present intention of the trustee to invite negotiations. Tenderers should proceed on an assumption that their tender will be considered final, and the Trustee will make its selection accordingly.
27. What is the selection process?
After validating and de-identifying the tenders, KPMG and Maddocks will jointly select a shortlist of tenders which are candidates to receive a transfer under APNIC transfer policies. Any shortlisted tenders that still require pre-approval will be required to submit a transfer application to APNIC or a NIR for assessment under the APNIC transfer policy.
28. What about the APNIC ‘needs assessment’?
Every address transfer requires a ‘needs assessment’ and approval under APNIC policies before it can proceed. If a successful tenderer already has a “pre-approval” for the required amount of address space, then the transfer (and sale) can proceed without further review; however if not, then a transfer request will need to be submitted and approved by APNIC following the usual process before the transfer (and sale) can proceed.
29. What is the timing of the sale?
For Stage 1, tenders opened on 25 May 2020, and must be submitted by 22 June 2020 at 17:00 (UTC+10). It is expected that the shortlisting will be completed by 20 July 2020, and transfers completed by 28 August 2020. These dates are subject to variation according to circumstances.
Stages 2 and 3 will follow with similar timelines, with an aim to complete the entire process by the end of 2020. The dates for Stages 2 and 3 will be announced shortly.
30. How are conflicts of interest or potential conflicts of interest among WIDE Board and APNIC EC Members being handled?
Every person involved in the address sale process – including KPMG, Maddocks, APIDT, APNIC, and WIDE – have been asked to declare any conflict or potential conflict of interests. Those individuals found to have a conflict have not, and will not, participate in any business related to the development of the sale process and any internal discussions around the sale.
31. What other probity measures are in place for the sale?
APIDT is committed to a fair, transparent and accountable IPv4 address sale process, free from corruption and conflict of interests (or perception of these things).
KPMG will de-identify bidders in the early stages of the tender process and will ensure the tender process is conducted as agreed. Maddocks Lawyers will support by providing legal and probity advice.
Tenderers must not seek the assistance of staff, contractors, directors or EC members of KPMG, Maddocks, APIDT, APNIC or WIDE. All questions regarding the process will be channeled to APIDT via firstname.lastname@example.org. Any question and answer about the sale process that is regarded as material will be publicly published on this site in the Tenders section.
32. How is the sale and transfer completed?
To complete the sale after payment is received, the Trust will request the transfer(s) of the addresses, which would be processed and registered in the normal way by either APNIC or the relevant APNIC NIR. The registry’s public whois database will then provide details of the new holder (the successful purchaser) of each transferred address block.
33. Will the purchase prices be disclosed?
The tender process will be confidential, and the Trustee does not intend disclosing the transaction price for individual transfers. However, for transparency the Trustee may disclose the total amount raised from any stage, if this does not disclose the amount paid in individual transactions. The Trustee does intend to disclose the total funds raised after the entire sale process of all three stages is completed.
34. What happens after the sale?
After the transfers are completed, the address space is subject to normal APNIC address management policies, including the payment of APNIC annual membership fees.
Important note: APNIC membership fees are independent from and additional to the price paid for purchase of the address space. More information on APNIC fees is available here.
35. How does the Primary and Alternate Offer System work in Stage 2?
Under the APIDT Address Space Request for Tenders Process, (RFT Process) in order to generate an optimum return to support APIDT’s Objects, the tender price is a primary criterion in selecting successful Tenders, assuming that Tenderers are otherwise qualified to receive the transfer of the addresses under APNIC or APNIC NIR rules and there are no other material risks for APIDT in Tenderer’s offers.
However, APIDT also recognises that for Stages 2 and 3 of the process, Tenderers may wish to make different price offers per address based on the amount of address space they may receive.
Accordingly, APIDT implemented a Primary Offer and Alternate Offer approach for Stage 2.
Tenderers may make a single Primary Offer, for example 16 blocks for USD$32 per address. The total price for this offer would be 16 blocks x 262,144 addresses per block x USD$32 per address = USD$134,217,728. If this offer resulted in the highest financial return to APIDT and meets all of APIDT’s other requirements, APIDT could simply accept this offer.
Tenderers may, but don’t have to, submit one or more Alternate Offers which APIDT may also consider. There is no limit to the number of Alternate Offers a Tenderer may submit.
Each Primary or Alternate Offer is separate binding offer which APIDT may accept or reject. Where a Tenderer submits an Alternate Offer for a range of blocks, APIDT may select any whole number of blocks in that range (inclusive) at the price specified in that Alternate Offer.
APIDT and its evaluators will evaluate all valid Primary Offers and Alternate Offers received in accordance with the evaluation process set out in the RFT Process, which requires the creation of a short list of Tender offers ranked on Tender price which results in the highest financial return for APIDT.
For example, if a Tenderer (Tenderer A) wished to acquire up to 16 blocks for USD$32 per address it would:
1. Submit a Primary Offer for 16 blocks at USD$32 per address; and
2. Submit an Alternate Offer for between 1 and 16 blocks at USD$32 per address.
In this scenario, if APIDT received another Primary Offer from a different Tenderer (Tenderer B) for 5 blocks at USD$34 per address, it could accept Tenderer A’s Primary Offer and the Tenderer B’s Alternate Offer for 11 blocks at USD$32 per address.
Assuming both Tenderer A and Tenderer B have submitted a properly executed copy of the Standard Transfer Agreement, APIDT would issue both Tenderers with a Standard Transfer Agreement signed for APIDT and issue:
1. Tenderer A with an invoice for 11 blocks x 262,144 addresses per block x USD$32 = USD$92,274,688; and
2. Tenderer B with an invoice for 5 blocks x 262,144 addresses per block x USD$34 = USD$44,565,480.
On the completion date (30 days after the date of the Invoice, unless varied under the Standard Transfer Agreement), upon payment of the transfer price by each Tenderer, APIDT will then initiate the transfer of the relevant blocks to Tenderer A and Tenderer B.