Category: Estonia

  • Sorainen Advises Northern Horizon Capital on Secondary Public Offering on Nasdaq Tallinn and Nasdaq Stockholm

    Sorainen has advised Northern Horizon Capital on a secondary public offering that raised EUR 7.2 million and listing of new units of the Baltic Horizon Fund on Nasdaq Tallinn and Nasdaq Stockholm stock exchanges.

    Baltic Horizon Fund is a real estate fund with a focus on commercial properties in the capitals of the Baltic States. It is managed by the licensed alternative investment fund manager Northern Horizon Capital. According to Sorainen, “the transaction involved offering units to retail and professional investors in Estonia and Lithuania as well as to professional investors in certain other European countries under the AIFM Directive regime. This was the first time that units of the Baltic Horizon Fund were offered publicly to retail investors in Lithuania.”

    Sorainen’s team included Partner Paul Kunnap, Senior Associate Katlin Krisak, and Associate Oliver Amarik.

  • Sorainen Advises Metsagrupp on Establishment of Joint Venture with Sunly Land in Estonia

    Sorainen has advised Metsagrupp on its entrance into a joint venture with Sunly Land.

    The JV is called “Metsatuul.” According to Sorainen, “the goal of the new joint enterprise is to develop wind energy parks in Estonia.” The firm reports that, ”although still in the early stages, Metsatuul is already planning the construction of some 80 wind turbines.”

    Metsagrupp is an owner and manager of landholdings covered in forest in Estonia and Sunly Land is a renewable energy company and an investor in renewable energy and electrification start-ups.

    “Climate change is currently a very hot topic,” commented Sunly CEO and Co-Founder Priit Lepasepp. “To make green transition happen, we need ‒ among other things ‒ land and wind energy know-how plus technology. Sunly works with landowners so they can use our skills and knowledge, but also to upgrade the land itself.”

    Sorainen’s team consisted of Partner Piret Jesse, Senior Associates Piret Lappert, Kaspar Endrikson, and Robin Teever, and Associate Andra Grunberg.

  • Sorainen and Eversheds Sutherland Advise Splunk on Acquistion of Estonian Startup Plumbr

    Sorainen has advised Splunk Inc., a US-based global provider of the Data-to-Everything Platform, on the acquisition of Estonian tech startup Plumbr. Eversheds Sutherland advised Plumbr’s selling shareholders on the deal.

    According to Sorainen, “Splunk also announced that it has signed a definitive agreement to acquire Rigor, a digital experience monitoring company offering advanced synthetic monitoring and optimization tools. Rigor’s solutions help customers optimize end-user experiences in digital channels.”

    “The global acceleration to multi-cloud and hybrid cloud architectures has created an observability revolution,” said Tim Tully, chief technology officer at Splunk. “Development, operations, and IT teams everywhere require real-time, full-fidelity, and machine learning-driven solutions that can help them quickly and confidently modernize and build cloud-native applications. Together, Plumbr and Rigor accelerate Splunk’s vision to deliver a comprehensive Observability Suite with best-in-class digital experience monitoring and application performance monitoring for all applications.”

    “Plumbr offers advanced instrumentation, profiling, and Real User Monitoring capabilities, which are critical to monitoring Java, PHP, Python, and .Net applications,” Sorainen reports. “The addition of Plumbr’s technology to Splunk’s Observability Suite gives customers unprecedented monitoring and troubleshooting of existing applications, as well as RUM, database monitoring and code profiling capabilities.”

    Sorainen’s team included Partner Toomas Prangli, Counsel Pirkko-Liis Harkmaa, Senior Associates Piret Lappert, Kaido Kunnapas, Robin Teever, and Piibe Lehtsaar, Associates Mirell Prosa, Nele Suurmets, Liisa Kuuskmaa, and Kirsi Johanna Koistinen, and Legal Assistants Nils-Gregory Aer and Kadri Puu.

    Eversheds Sutherland’s team in Tallinn included Managing Partner Maivi Ots, Partner Risto Ruutel, Senior Associate Dmitri Zdobnoh, and Associate Taavi Koiv and Atlanta-based Partner Michael Voynich.

  • Deal 5: Sunly City’s Marek Sakk on Developing New Renewable Energy Model in Estonia

    On September 14, 2020, CEE Legal Matters reported that Sorainen had advised Sunly City on the implementation of a new business model for electricity consumers and on the development and drafting of customer contracts for solar energy solutions. CEEIHM spoke with Marek Sakk, Project Manager at Sunly City, to learn more.

    CEEIHM: What is Sunly City? 

    Marek: Sunly City was created a year ago knowing that the prices of the solar systems are lowering while grid costs are rising and we wanted to test if this makes it possible to use more diverse business models in Estonia. So we spent the first year exploring the market and were convinced that energy production is also interesting for customers directly. By “customers” we mean companies whose main business is not energy production, but also apartment buildings and individuals. We noticed there are two common reasons why renewable energy projects are not carried out in these segments: a lack of willingness or resources to invest and not enough know-how to make the right technological choices. Sunly City offers a solution to both problems with our solar power purchase agreements and roof rental business models. These models have succeeded in other countries — but they are new in Estonia.

    CEEIHM: According to the CEE Legal Matters article, you implemented “a new business model for electricity consumers.” What does this new model look like and how do you expect it will shape the market?

    Marek: Usually one can become a solar energy producer by self-financing the solar panels and installing them on one’s roof or land. In this case, the building or landowners take on the full liability of the cost in mounting and maintaining the solar PV systems, resulting in high upfront costs.

    We are offering solutions where Sunly City makes all the investments instead of the client. This can be done in two different ways: by a solar power purchase agreement (PPA) or roof rental. Both of them have no initial cost to the customer and, in both cases, it is the customer’s roof or land where the solar panels are installed.

    In the PPA model, the cost for the customer is the agreed price per kWh produced by the PV system. As the produced energy goes directly to the consumer’s consumption there are savings in grid costs which is the biggest motivation for the customers to enter into PPA contracts.

    In the roof rental option, a customer has monthly fixed payments and gets access to the solar systems. The installation, operation, and maintenance side of things are still part of Sunly City’s job but the energy trading, in this case, is the customer’s role. Of course, it is worth mentioning that solar systems pay off the best when most of its production is consumed at the production site.

    Both models have quite long-term contracts but at the end of the PPA contract the customer becomes the owner of the solar panels and, in the case of roof rentals, the client has the option to buy out the PV system. 

    Even though the models may seem like financing models they are still business models since they create value for the customers in several ways through a mix of access to financing, operations, and maintenance services. Sunly City does not only remove customers’ upfront costs but also selects and installs the technology, secures permits, and takes care of operation and maintenance of the PV systems and, in PPA’s case. also energy trading.

    We hope the usage of these new business models will make renewable energy accessible for a larger audience and anyone who wants to become an energy producer can do so, regardless of their savings or expertise/experience in the energy field.

    CEEIHM: From a legal standpoint, what was the most challenging aspect of rolling out this new model?

    Marek: For us, it is important that our clients can focus on their main activities and can rely on energy matters being addressed by us. So we tried to see the cooperation from both ends by finding the pricing and termination principles that would be fair to both sides. As the roof/land belongs to the customers and solar panels belong to us we had to dig deep in terms of where one’s rights and obligations begin and where they end.

    CEEIHM: What was Sorainen’s mandate exactly? What specific aspects was the firm tasked with assisting on?

    Marek: Sorainen was tasked with preparing the customer contract and with drawing our attention to all the influencing factors. We had several broad and detailed discussions and Sorainen was supporting us by thinking both strategically and also microscopically from a legal perspective.

    CEEIHM: Why did you turn to Sorainen in particular for this implementation?

    Marek: It is always about the people! Our people have a long-term business cooperation with Sorainen’s experts so they already know how we think and where we want to go. 

    Originally reported by CEE In-House Matters.

  • Cobalt Successful for Protex Balti in Software Licensing Dispute With Amigtex

    Cobalt has successfully represented Protex Balti in a dispute with Amigtex before the Harju County Court and Tallinn District Court.

    Financial details of the dispute were not disclosed.

    Protex Balti is a Norwegian producer of advanced textile solutions, with production sites in Tallinn & Parnu, and Amigtex is a privately held producer of technological solutions focused on industrial automation in areas of apparel, footwear, and upholstery. 

    The dispute ensued after Protex Balti withdrew from a licensing agreement with Amigtex for the use of the latter’s Optitex software program.

    Cobalt reports that, “both court instances concluded that Protex Balti had the right to withdraw from the software program sale and license agreement it entered into with Amigtex.” According to the firm, “[Protex Balti was entitled] to recover from Amigtex the amount that had already been paid under the agreement, as the purchased software program did not comply with the conditions promised by the seller.”

    Cobalt’s team was led by Senior Associate Viive Kaur.

  • Cobalt Successful for Protex Balti Against Amigtex

    Cobalt has successfully represented textile solutions supplier Protex Balti AS in a dispute with Amigtex, the vendor of Optitex software, before the Harju County Court and the Tallinn District Court.

    According to Cobalt, “both court instances concluded that Protex Balti AS had the right to withdraw from the software program sale and license agreement entered into with Amigtex, and to recover… the amounts that had already been paid under the agreement, as the purchased software program did not comply with the conditions promised by the seller.”

    Cobalt’s team was led by Senior Associate Viive Kaur.

  • Ellex Raidla Advises LHV Group on Public Offering of Subordinated Bonds in Estonia

    Ellex Raidla has advised the LHV Group on the public offering of its EUR 25 million subordinated bonds.

    According to Ellex, “as the initial issue volume was oversubscribed, LHV Group used its right to increase the issue volume to the permitted maximum of EUR 35 million. Altogether 3,069 investors participated in the issue, subscribing to subordinated bonds for a total of EUR 85.3 million. This means that the initial issue volume was oversubscribed 3.4 times. As a result of the issue, the LHV Group issued subordinated bonds with a nominal value of 1,000 euros, an interest rate of 6.0% per annum, and a maturity date of 30 September 2030. The bonds will be listed on the Nasdaq Tallinn Stock Exchange.”  

    Ellex’s team included Partner Gerli Kilusk and Senior Associates Kadi Sink, Alla Kuznetsova, and Anneli Krunks. 

  • Nove Successful for Political Party Financing Supervision Committee in Dispute with Estonia’s Center Party

    Estonia’s Nove Law Firm has successfully represented the Political Party Financing Supervision Committee in a dispute with the Center Party of Estonia.

    According to Nove, “In October 2018, the Political Parties Supervision Commission issued a precept to the Center Party regarding seven programs of the PBK program ‘Russkii Vopros’ that were broadcast in 2017, as it found that the content of the programs was election advertising. According to the committee, the advertisement broadcasts the views and politicians of the Center Party in the local government council elections. The programs were paid for by the City of Tallinn, which, in the Commission’s opinion, was a prohibited use of public funds and a prohibited donation.  The Center Party did not comply with the precept issued at that time and challenged it in court. In the appellate process in early September, the Tallinn Circuit Court decided that the Center Party must return the prohibited donation in the amount of EUR 40,387 to the City of Tallin for the advertisement made in PBK in 2017.”

    Nove’s team included Partners Veikko Puolakainen and Senior Associate Veiko Vaske.

  • The Buzz in Estonia: Interview with Gerli Kilusk of Ellex

    “The current political situation in Estonia is quite confusing,” says Gerli Kilusk, Partner at Ellex in Estonia. “We had the general elections in 2019, which were won by the center-right Reform party. However, to everyone’s surprise, a coalition was formed by the Centre party with the minority Conservative People’s party, which is well known for its far-right stances.” A year later, she says, “that coalition is not functioning very well, as even though the prime minister is from the Centre party, the politics seem to be are actually dictated by the conservatives.”

    Kilusk reports that “the political confusion is seeping into our legislation as well. For instance, a law reforming the pension system has recently been passed in Parliament, and its constitutionality is currently being reviewed by the Supreme Court of Estonia.” According to her, “it is important to understand that, until recently, we had a three-pillar system, and the first pillar was the public pension fund. By volume it was never as significant as the second or third pillars: the private pension funds. Contributions to the second pillar were also mandatory, so it is safe to say that those funds made up two-thirds of our entire pension system.” She continues, her chagrin obvious. “The new law is going to make contributions to the private funds voluntary. It is difficult to predict what will happen to the sustainability of our pension system but also general investment climate if that comes to pass.”

    Turning to the subject of Estonia’s economy, Kilusk says that, “despite the predictions that the market would shrink significantly as a result of the COVID crisis, the outcome was not so drastic.”  She points, as an example, to the recent acquisition of Forum Cinemas (as reported by CEE Legal Matters on September 7, 2020) as “one of the latest and largest transactions in Estonia and the Baltics.”

    In addition, she says, “another important deal worth mentioning is the recently signed agreement for a EUR 700 million sale of Danske Bank’s loan portfolios to LHV. Danske Bank’s branch in Estonia was entangled in a money-laundering scandal after an investigation into its affairs concluded that around EUR 200 billion in suspicious transactions had been executed between 2007 and 2015. The bank was subsequently ordered by the authorities to close its operations on the Estonian market.”

    Finally, Kilusk reports, “developments in Belarus have also been followed with much attention in our country.” She adds that “the people seem to be very supportive of the political changes in Belarus, but the government hasn’t yet come forward with a concrete stance on the matter.”

  • Sorainen Advised Sunly City on Implementation of New Business Model

    Sorainen has advised Sunly City on the implementation of a new business model for electricity consumers, and on developing and drafting customer contracts for solar energy solutions.

    Sunly City is an energy company focused on renewable energy and clean-tech innovation in the Baltics.

    According to Sorainen, “Sunly City uses an innovative business model where the cost of the initial investment for the customer is non-existent. The customer can either rent solar panels or buy solar electricity from Sunly City solar panels installed on their lot. Sunly City’s energy solutions have proven to be attractive – recently Sunly City signed its first customer agreement with Estanc to build a 100kw solar park on the roof of Estanc’s building, allowing the plant to reduce their electricity consumption and CO2 footprint without investing in solar panel technology itself.”

    Sorainen’s team in Estonia consisted of Partner Kaupo Lepasepp and Senior Associate Kaspar Endrikson.