Category: Estonia

Cobalt has advised AS PRFoods, a fish farming and production company listed on the Tallinn Stock Exchange, on a private placement of secured notes with an aggregate nominal value of approximately EUR 9.1 million.

Cobalt reports that “the subscription period for the private placement of the notes of AS PRFoods was a great success and investors’ interest in the notes exceeded the volume of the private placement by approximately 109%. Due to that, AS PRFoods decided to increase the volume of the private placement to approximately EUR 9.1 million and is also considering increasing the maximum aggregate nominal value of the notes to be issued during the whole issue from EUR 10 million to EUR 11 million.”

Also, according to Cobalt, the firm “is continuing to advise AS PRFoods in relation to the contemplated public offering for the second tranche of the notes, and upon the listing of the notes on Tallinn Stock Exchange.”

Cobalt’s team included Partner Marina Kotkas and Senior Associate Mattias Tammeaid.

TGS Baltic has advised real estate company KEK Arendus OU, a member of the Rondam Group, on its acquisition of an office building in the Tallinn city center from Danske Bank A/S and on its conclusion of a lease contract with the current user of the building.

Danske Bank A/S is about to exit the Estonian market after receiving a precept from the Estonian Financial Supervision Authority on February 19, 2019.

TGS Baltic’s team was led by Partners Sander Karson and Leonid Tolstov, working with Senior Associate Triinu Jarviste and Attorney Indrek Kangur.

TGS Baltic did not reply to our inquiry on the matter.

Former Ellex Senior Associate Karl-Erich Trisberg has joined Derling Primus as Associate Partner.

Trisberg specializes in Corporate/M&A, contract law, and compliance. Before joining Derling Primus he spent a year in-house with the Estonian branch of Nordea Bank Finland Plc, a year and a half with then-Tark Grunte Sutkiene, a year with Freshfields, and then the past seven years with Ellex Raidla. He received his Bachelor’s and Master’s degrees in Law from the University of Tartu in 2010 and 2012, respectively.

According to Derling Primus, “Trisberg is an experienced attorney who has advised on complex transactions and projects while practicing at Ellex Raidla in Estonia and Freshfields Bruckhaus Deringer in Hamburg. He has been involved in such recent transactions as Daimler’s investments in Bolt, the acquisition of Silberauto by Veho, and the sale of Fazer Food by Fazer.”

“Karl-Erich is an adviser with international experience who is highly valued by his clients and peers alike. His joining with our firm will provide significant support to our M&A team and our clients will gain from it,” says Rolan Jankelevitsh, a Partner at Derling Primus.

Cobalt has advised the European Investment Bank on a EUR 50 million venture debt facility to Bolt, the Estonian developer of a ride-hailing app. The borrowers were advised by Sorainen on the financing, which is supported by the European Fund for Strategic Investments.

According to Sorainen, “Bolt operates one of the fastest-growing transportation platforms in Europe and Africa. With a presence in over 35 countries and in more than 150 cities, Bolt currently has the second-largest footprint of any ride-hailing company on the planet.” The company plans to invest the funding into improving and expanding its ride-hailing technology and personalized mobility services, like food delivery. 

The EIB’s loan was supported by the European Fund for Strategic Investments. According to Cobalt, “the loan given to Bolt is the largest loan given to an Estonian company through EFSI. The goal of the funding is to support Bolt’s product development and research in areas where the use of technology can improve the safety, reliability, and sustainability of its services.”

“Bolt is a good example of European excellence in tech and innovation,” commented EIB Vice President Alexander Stubb. “To stand still is to go backwards, and Bolt is never standing still. The bank is very happy to support the company in improving its services, as well as allowing it to branch out into new service fields. In other words, we’re fully on board!”

“Mobility is one of the areas where Europe will really benefit from a local champion who shares the values of European consumers and regulators,” said Bolt’s co-founder Martin Villig. “Therefore, we are thrilled to have the European Investment Bank join the ranks of Bolt’s backers as this enables us to move faster towards serving many more people in Europe.”

Cobalt’s team included Partners Kristel Raidla-Talur and Marina Kotkas and Senior Associate Greete-Kristiine Kuru.

Sorainen’s team included Partner Toomas Prangli, Senior Associates Monika Tomberg and Kai Vainola, and Associate Mirell Prosa.

Triniti has advised ANMKinnisvara, K.E.D.S, and Faroc on the sale of Birger to Finland’s Fincumet Group, which was advised by Sorainen.

Birger OU is an Estonia-based hook lift manufacturer that employs around 200 people. According to Triniti, current CEO Aleksei Manniste will continue in that role and will own 40% of Birger through a holding company.

“I am very pleased to say that we are a part of the Fincumet Group now,” Manniste commented. “I am sure that this next step in our cooperative relationship will support and accelerate Birger’s growth and strengthen the market position of the entire group both now and in the future.”

Triniti’s team included Partner Tonis Tamme and Senior Associates Ain Kalme and Mikk Pold.

Sorainen’s team was led by Partner Paul Kunnap.

Partner Aivar Pilv and Attorney Marko Pilv from the Leadell Pilv firm successfully defended businessman Alexander Kofkin in the Harju County Court.

According to Leadell Pilv, Kofkin was accused of repeatedly bribing former Tallinn Mayor Edgar Savisaar. According to the firm, the court’s January 14th decision “closed the case against A. Kofkin because of the expiration of a reasonable amount of time.”

According to the firm, “Mr. Kofkin’s lawyers repeatedly brought to the attention of the court, in the course of the proceedings before the county court, the breach of the reasonable time requirement in the criminal proceedings against the defendant since February 2011. Previously, the county court had rejected the defense counsel’s requests. During the litigation, counsel Aivar Pilv requested the court once again to consider the facts and evidence suggesting a violation of the reasonable time requirement and to formulate its final position in a situation where more than eight years had elapsed since the proceedings began. When the court disagreed with the defense counsel’s request, the attorney-at-law asked the court to acquit Mr. Kofkin of his actions for lack of an offense.”

“In the in-depth and extensive analysis presented in the defense,” Leadell Pilv reported, “the lawyer explained why the evidence and facts gathered during the extremely lengthy criminal proceedings do not support the allegations underlying the charges. As the county court terminated the criminal proceedings against A. Kofkin for violation of the reasonable time requirement, the court did not assess the defense counsel’s other statements regarding the absence of the offense in the defendant’s activities. The judgment has not entered into force and is subject to appeal following the publication of the reasoned judgment by the court.“

Sorainen has successfully represented Eesti Kontsert, a state-owned philharmonic foundation, in a dispute against claimants United Capital and Brutus Inkasso.

According to media reports, in the summer of 2017, OU United Capital agreed to construct an opera house for Eesti Kontsert’s anniversary event for EUR 166,560. In return, United Capital agreed to install a stage, halls, grandstands, tents, and other fixtures. The company then submitted three invoices.

Eesti Kontsert failed to pay EUR 25,000 of the total amount due, explaining that much of the construction was defective, including, most seriously, the roof, which it claimed was poorly installed, and generated distracting and loud fluttering noises.

Eesti Kontsert added that the sound disturbed the audience’s enjoyment of the shows. In addition, the company claimed, the opera tent had steps at various heights, causing trips and falls, and the connection between the opera house and the performers’ tent was not waterproof.

In September 2017, United Capital surrendered its claim to Brutus Inkasso OU, which went to court against Eesti Kontsert. In addition to a debt of EUR 25,000, the collection company sought a penalty of EUR 3,296. 

According to Sorainen, “we defended [Eesti Kontsert] successfully in civil court and were able to prove all the relevant deficiencies. As a result, the court left the claim unsatisfied and found the price reduction by our client appropriate. This dispute sets a precedent for upcoming festivals and as a result United Capital has been banned from participating in similar public procurement proceedings until 2020 related to Saaremaa Opera Days.”

Sorainen’s team included Partner Piret Jesse and Associate Albert Linntam.

Tark has successfully represented Solaris Bus & Coach in a dispute over the procurement of gas buses for Tallinna Linnatranspordi. 

In August 2019, TLT named Solaris as the successful tenderer for 100 compressed natural gas buses. The award of the tender was challenged by a competing firm, Scania, which had made an offer ultimately declared ineligible. 

According to Tark, “Scania’s offer was considered ineligible because, in addition to the cost of the buses, tenderers had to disclose the full cost of using the buses and the cost of non-warranty maintenance and spare parts/materials over ten years of use. Scania’s offer did not state these costs as requested. Scania did not agree with their exclusion and challenged TLT’s decisions.”

The dispute was considered both by the Public Procurement Complaints Board and in the first and second court instances. On November 26, 2019, the Supreme Court refused to accept Scania’s appeal of the circuit court ruling in favor of Solaris, bringing an end to the process.

“After proceedings at the complaints board, two court instances and an Appeals Selection Committee, it was decided that the contracting authority had done everything correctly from the beginning,” said Rahel Behrsin, Attorney at Tark. “These proceedings have only delayed the purchase of economical and environmentally friendly buses for the people of Tallinn for six months. Our client has now started to prepare the agreement with Tallinna Linnatransporti AS and hopes to bring the first 100 gas buses to Tallinn soon.” 

According to Tark, “as a result of the successful dispute, Solaris and TLT are today working on the preparation of the procurement contract. Solaris gas buses will be seen in Tallinn city traffic in autumn 2020.”

The Tark team included Partner Tauno Tark and Attorney Rahel Behrsin. 

Cobalt has successfully represented jewelry artist Keiu Kulles in a copyright infringement dispute with AS Saaremaa Piimatoostus and advertising agency La Ecwador.

According to Cobalt, the action “was for termination of the copyright infringement, for avoiding the infringement, and for compensation for damages.” According to the firm, “the Harju County Court satisfied our client’s action, the Tallinn Circuit Court dismissed the defendants’ appeal, and the Supreme Court of Estonia did not accept the defendants’ cassation.”

The Cobalt team was led by Senior Associate Viive Kaur.

Piret Blankin has taken over from Partner Hanens Vallikivis as Managing Partner of Derling Primus’s Estonian office as part of what the firm describes as its “novel management rotation system.”

Vallikivi will remain responsible for the firm’s international relations. 

“According to our partnership model, managing partner rotates every three years,” explained Vallikivi. ”Law firm managers most often practice law themselves. Periodic change will help managers to stay strong professionals and, at the same time, it will bring new ideas to the management and keeps the organization open for changes. Piret has been a member of the firm’s management group since the very beginning. Both clients and colleagues praise her.”

“Derling Primus will continue what we are trained for – to support our clients in their business and help them to solve legal issues, and to do that in a clear and efficient manner,” Blankin commented. “Estonia’s legal market supports growth and we wish to recruit new lawyers in all major practice areas.”

According to Derling Primus, Blankin, who has over 20 years of professional experience, “focuses on real estate, construction, and administrative law and has represented clients in many sophisticated and high-profile disputes.”

Blankin is a graduate of the University of Tartu, with a BA in law, and holds an MBA from the Estonian Business School. Before joining Derling Primus in 2016 she practiced law for nine years with Aivar Pilv and eight years with Tark Grunte Sutkiene.