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Freshfields Bruckhaus Deringer has advised on Yasar’s USD 250 million bond issue. The Yasar group is one of Turkey’s leading producers of food and beverage products and coatings products. 

The bond is a senior, unsecured, Rule 144A / Reg S issue, guaranteed by certain group operating companies, with an annual coupon of 8.875% and maturing in 2020. The bond has been rated B2 by Moody’s and B by Fitch and is listed on the Luxembourg Euro MTF Market.  

The Yasar group is one of the top players in the Turkish food and beverage market, and is one of the largest coatings producers in Turkey, both by volume and sales. The proceeds of the issue will be used to refinance existing debt.  

Stuart Grider, US-based Partner at Freshfields, said: “Freshfields are (sic) very pleased to have represented Barclays and Citi on the very successful bond issue by Yasar. It was a pleasure to have worked alongside all the various teams on the deal. The reach and experience of our Turkish practice and our emerging markets debt capital markets practice continues to go from strength to strength.”  

Senior Associate Nick Hayday added that: “Despite unsettled market conditions, this was a very impressive issue for Yasar and positions the firm well for continued expansion.” Grider and Hayday, along with Partner Peter Allen, led the Freshfields team advising the joint bookrunners and joint lead managers, Barclays and Citi, on the transaction.

Editorial Note: Esin Attorney Partnership, a member firm of Baker & McKenzie International has announced on November 26 that it also advised Yasar Holding through a cross-border team led by London-based partner Chris Hogan and Istanbul-based partner Muhsin Keskin.

The Real Estate legal team at Gide Loyrette Nouel has advised P3, a specialist owner, developer and manager of European logistics properties, on an investment involving the creation of a production and storage facility for the Sofa.com online furniture company in P3 Park Poznan. The building opened on September 1 of this year.

Gide represented P3 in the lease negotiations for production and storage space in P3 Park Poznan with the British furniture dealer Sofa.com, operating in Poland through its subsidiary Zaparoh, as well as in negotiations with the general contractor, Goldbeck.

The transaction involved the construction and leasing of a newly-built development with a total area of 11.2 thousand square meters, including 4.3 thousand square meters of production space, 6.2 thousand square meters of warehousing, and 665 square meters of office space. Gide describes the lease agreement as a “BTS (build-to-suit)”; i.e., an investment planned and built for a specific tenant. The tenant, Zaparoh, is owned by Sofa.com, which supplies products throughout Western Europe and the United States.

“We are very pleased with the results of this investment. In just four months, a modern factory is already up and running, and can ultimately create some 160 jobs,” commented Marcin Muszel, the Gide Partner in charge of the project. The Gide team also included Blazej Czwarnok and Sebastian Wisniewski.

Maciej Zukiel of Kancelaria Adwokacka Zukiel in Poznan acted for Zaparoh.

Glimstedt has advised Ektornet — a company in the Swedbank group — on its merger of several of its subsidiaries. Swedbank is the largest bank in the Baltics.

According to Swedbank, “Ektornet was officially formed in 2009 as an independent subsidiary of Swedbank tasked with managing and developing the Group’s repossessed assets, mainly comprised of real estate, “to recover as much value as possible and reduce costs, thereby protecting the bank’s receivables and minimising impairment losses.” The business area also serves an advisory function for other parts of Swedbank on matters involving, for example, reconstructions …. As part of the bank, Ektornet operates under different conditions than an ordinary real estate company. Its properties must be sold at latest as soon as it is possible without a loss. If a property is not sold within three years of acquisition, special authorization must be obtained from the Swedish Financial Supervisory Authority to maintain the holding. Ektornet has a close collaboration with the bank’s FR&R teams and has an advisory role in the bank on issues involving reconstructions, among other things.”

According to Glimstedt, Ektornet has one of the largest real estate portfolios in Latvia, [worth] approximately EUR 100 million. The firm stated that the main challenge was “the client’s request to adjust the reorganization objectives with applicable tax and accounting regulations …. It also included complex transactions, capital reduction and subsequent increase.”

The firm’s team was led by Partner Ivars Pommers.

Image source: Vytautas Kielaitis / Shutterstock.com

BDK Advokati has advised the owners of Foodland, the Serbian food processing company, on the November 11 sale of the company to Croatia’s Atlantic Grupa, which the firm describes as a “regional leader in the food and beverages sector. “ Foodland is best known for its popular Bakina tajna brand of preserves.

Atlantic Grupa is a Croatian multinational company whose business operations include the production, development, sales, and distribution of consumer goods in some 30 countries around the world. Its primary activities include the production and distribution of food products, including sports nutrition products and dietary supplements. The company also manufactures personal hygiene products and over-the-counter medicines, and operates the Farmacia chain of pharmacies. The company’s headquarters is in Zagreb, with production facilities located in Croatia, Germany, Slovenia, Bosnia & Herzegovina, Serbia, and Macedonia. 

The BDK team was led by Senior Partner Vladimir Dasic. The transaction is expected to officially close at the beginning of 2015.

Integrites has successfully defended the interests of MTI Holding in a tax dispute against the Ministry of Revenue and Duties of Ukraine.

MTI is a vertically integrated group of companies in Ukraine involved in the life cycle of IT products for both corporate and private clients. The company acts as an authorized distributor, integrator, and service partner of several dozen world-famous producers of IT-products.

The case violations of the tax code by the PROTOTIA electronics store chain, which is a member of MTI Holding, involving  cash payments by means of PPO. The company challenged the penalties imposed on it in the Kyiv District Administrative Court, but failed in the first instance.

Once retained, Integrites lawyers — including Managing Partner Ruslan Bernatsky, Counsel Denys Kytsenko and Associate Oleg Radutny — successfully demonstrated that PROTORIA, “duly performs capitalization of cash,” which, according to Integrites, “created a prejudicial fact which protects the rights of the Client at the inspections in the following periods.”

Norton Rose has advised REINO Dywidenda FIZ fund on its acquisition of one the two buildings in the Kapelanka 42 complex in Krakow from Skanska, which was advised by Dentons.

The complex consists of two buildings, and offers over 30,000 square meters of modern class A office space. The buildings were completed in Q2 and Q3 of 2014 and their official opening is scheduled for November. The building that was sold is 11,700 square meters and is almost fully leased to companies such as Tesco, Apriso, and Sygnity. 

“Kapelanka 42, Skanska’s debut on the Krakow office market, is an important step for the company’s development in Poland,” said Mariusz Krzak, Regional Director at Skanska Property Poland. “We are glad that the purchaser of the first building in this project is a Polish fund managed by REINO Partners. The professional approach of our business partner enabled us to swiftly conduct the sale. This sales transaction is again proof that office buildings in the largest centers outside Warsaw are good investment products. The interest of the country’s capital may be a crucial factor for the development of the transaction market in Polish regional cities.”

REINO Dywidenda FIZ is the first Polish dividend real estate closed-end investment fund dedicated to Polish high net worth individuals (clients of private banking & wealth management). The exit-driven investment vehicle is set up and managed by REINO Partners, an independent and privately held real estate investment management company. 

“The transaction with Skanska is the success of REINO Partners proprietary fund, outlining new standards in investing in Polish commercial real estate,” claims Radoslaw Swiatkowski, President of the Management Board at REINO Partners.  “Buildings that generate stable income are a natural alternative for deposits, and when interest rates remain low, they should be a first choice for investors retrieving cash from deposits and treasury bonds. At the same time, the best buildings, with a minimal risk level, are unavailable for single investors. Funds such as REINO Dywidenda FIZ serve here as a solution. Due to its location, basic parameters and developer’s reputation, Skanska’s office building in Krakow was a good choice for the first investment target.”

In addition to Dentons, Skanska Property Poland was advised on the transaction by CBRE international consulting agency. Mike Atwell, Head of Capital Markets, CEE, at CBRE, said that: “The sales transaction of building B of Kapelanka 42 underlines the increasing liquidity of the office real estate market in regional cities and proves the growing investor’s interest in the best projects in Krakow. Furthermore, another successful and swiftly conducted transaction proves Skanska’s position as a leading office space developer in Poland.”

The loan agreement was concluded with Nordea Bank Polska.  

Allen & Overy, CHSH, Clifford Chance, Dorda, Eisenberger & Herzog, Schoenherr, and White & Case have advised various parties on the capital increase announced by Telekom Austria of up to EUR 1 billion, designed to prepare for the planned network expansion for the fourth generation of mobile LTE and other acquisitions.

The transaction was announced on November 7, 2014, and is expected to close on November 27. 

Schoenherr advised the America Movil group, a leading provider of telecommunications services in Latin America, in its participation in the increase. According to Schoenherr, “America Movil group intends to subscribe to the capital increase in proportion to its existing 59.7% shareholding in [Telekom Austria], and will invest EUR 604 million to acquire 132.2 million new shares at EUR 4.57 each, thereby covering the biggest part of the cash injection.” The Schoenherr team advising America Movil group in the capital increase is led by Partner Ursula Rath, and also includes Partner Christian Herbst, who previously advised America Movil on the shareholders’ agreement and the public takeover offer. They are supported by Associates Maximilian Lang and Sascha Schulz.

Fellow Telekom Austria core shareholder OIAG (the Republic of Austria’s state holding company) has stated that it also intends to exercise its subscription rights in full, investing EUR 287 million in order to maintain its 28.42% stake. Cerha Hempel Spiegelfeld Hlawati’s advice to OIAG was provided by Partners Edith Hlawati and Volker Glas and Associate Christian Aichinger. 

In April 2014, America Movil and OIAG — the two core shareholders in Telekom Austria — entered into a shareholders’ agreement that also included their joint support of a capital increase in Telekom Austria of up to EUR 1 billion. 

The subscription period for Telekom Austria’s rights offering commenced on November 10, 2014, and is expected to end on November 24, 2014. Both America Movil group and OIAG have committed themselves to a lock-up period ending six months after the first day of trading of the new shares on the Vienna Stock Exchange, which is expected to occur on November 27.  

Telekom Austria is advised by Partner Peter Winkler and Associates Gregor Petric and John Well of Eisenberger & Herzog on matters of Austrian law, and internationally by Partners Gernot Wagner, Benedict Gillessen, and Rebecca Emory, and Associates Antony Serban and Britt Remmers of White & Case. Because Wagner moved to White & Case from Allen & Overy in the course of the transaction, some assistance was provided by A&O as well, primarily by Partner Jack Heinberg and Associates Susanne Lenz, Oliver Reimers, John Hibbard, and Brian Schultz. Telekom Austria’s Head of Legal is Marie Louise Gregory. 

Partner Christoph Brogyanyi led the team at Dorda, which — along with Clifford Chance (in the persons of Partners George Hacket and Barbora Moring and Associates Axel Wittmann and Peter Wlaschek) — served as counsel to the joint bookrunners Erste Group Bank, Citigroup Global Markets, Deutsche Bank, Raiffeisen Centrobank and UniCredit Bank Austria.

The KYB Law Firm in Istanbul has been selected by the Borsa Istanbul (formerly known as the Istanbul Stock Exchange) to serve as legal advisor and “Borsa Istanbul Private Market Solution Partner.”

In a statement released by the firm, it claims that it has been selected “to act in collaboration with Borsa Istanbul on the establishment of a private market connecting entrepreneurs and investors for the purposes of finance and investment needs.”

The Borsa Istanbul is the sole exchange entity of Turkey. It combines the former Istanbul Stock Exchange (IMKB), the Istanbul Gold Exchange (IAB), and the Derivatives Exchange of Turkey under one roof. It was incorporated with a founding capital of YTL 423,234,000 (approximately USD 240 million) on April 3, 2013, and began operating on April 5, 2013. The shareholders of Borsa Istanbul are: the Government of Turkey (49%), the IMKB (41%), VOB (5%), IMKB members (4%), IMKB brokers (1%), and IAB members (0.3%). 

The KLC Law Firm has advised Loyalward, a member of Minoan Group, at a hearing before the Greek Central Council for Public Properties Development, which approved the draft Presidential Decree for the Zoning Plan of the “Itanos Gaia” project.

Itanos Gaia involves the development of a 25 thousand square meter resort in Cavo Sidero, Crete. Itanos Gaia reportedly involves the projected development of five luxury hotels with a capacity of 1,936 beds in the northeastern tip of Crete, on the Cape Sidero peninsula. The resort will also includes an 18-hole golf course, world-class spa, sports facilities, and desalination and wastewater treatment plants. 

The Minoan Group is an AIM-listed Travel and Leisure company with its headquarters in Glasgow. The company owns and operates a number of travel agencies across many aspects of the worldwide travel business. According to Christopher Egleton, Minoan Chairman: “This is one of the most important days in the history of Minoan as we near the successful completion of a long journey. After its review by the Greek Council of State, the issuance of the Presidential Decree is expected in the near future. At this point, for the first time, there will be a secure environment in which the Project can be brought to fruition in order to maximize value to shareholders.”

KLC Senior Associate Vasiliki Christou led the firm’s team on the matter.