Category: Estonia

Sorainen Estonia has advised Estonian electricity and gas transmission system operator Elering on in its EUR 225 million Eurobond issue. The bond matures in 2023, pays an annual coupon of 0.875%, and will be listed on the London Stock Exchange.

The proceeds will be used to refinance the existing Eurobonds, which mature in July this year.

“This is the lowest fixed coupon achieved by a euro-denominated corporate issuance in the CEE region in the last 15 years,” said Taavi Veskimagi, Chairman of Elering’s Management Board. “A successful bond issue provides certainty that Elering will not need to refinance its debt over the next five years. This will allow us to focus on future major investments, such as Balticconnector and the third electricity connection between Estonia and Latvia.”

Sorainen was engaged as Estonian legal advisor to Elering. The firm’s team was led by Partner Reimo Hammerberg and Senior Associate Katlin Hein.

TGS Baltic has assisted Cryptus in obtaining virtual currency handling authorization from Estonia’s Financial Intelligence Unit to provide services exchanging a virtual currency against a flat currency as well as virtual currency wallet services.

Cryptus is a fintech firm affiliated to a banking sector IT vendor. The acquisition of these authorizations has, according to TGS Baltic, “been a crucial step in launching a new line of innovative services based on novel technological solutions, including distributed ledger technology.”

The Estonian Financial Intelligence Unit is an independent structural unit of the Estonian Police and Border Guard Board that analyses and verifies information about suspicions of money laundering.

The TGS team was led by Partner Marko Kairjak and included Associates Nikita Divissenko and Sille Rastas.

Sorainen has advised Baltic Horizon Fund, managed by Northern Horizon Capital, on its issuance of EUR 30 million in five-year unsecured bonds.

The bonds bear a fixed rate coupon of 4.25% to be paid quarterly.

The transaction took place under private placement regime and was subscribed by Baltic institutional investors, mainly comprised of pension funds, asset managers, insurance companies, and banks. The issuer will apply to list the bonds on Nasdaq Tallinn.

Proceeds from the bonds will be used for refinancing of loans and for general corporate purposes, including investment activities.

Baltic Horizon Fund Manager Tarmo Karotam explained that, “it will give the fund a long term benefit of a more diversified capital structure, which is supported by the leading regional institutional investor base. By reducing bank loan amortization payments we are increasingly able to utilize the fund’s free cash flow for the purpose of our core activity.”

The Sorainen Estonia team consisted of Partner Reimo Hammerberg and Senior Associate Katlin Hein. 

Njord, working with Finland’s Applex Attorneys, has advised AQ Group AB on its acquisition of 100% of the shares of Mecanova Oy, from Nivala, Finland, and its Mecanova OU subsidiary in Parnu, Estonia. JV Lakiasiat advised the Mecanova shareholders on the sale. 

The agreement was signed on April 3, 2018, with the purchase price of the shares equal to EUR 1.1 million.

AQ Group, listed on Nasdaq Stockholm, is a global manufacturer of components and systems for industrial customers.

Mecanova Oy and its Estonian subsidiary are suppliers of sheet metal and copper components.

The Njord team consisted of Partners Karolina Ullman and Anne Veerpalu. The Applex Attorneys team was led by Partner Jukka Tanhuanpaa.

The JV Lakiasiat team was led by Jouni Vainionpaa.  

Njord’s Estonian office has assisted Kopikas Entertainment OU with obtaining an operating permit for organizing remote gambling.

Kopikas Entertainment is part of the Coingaming Group that operates bitcoin gaming brands and has experience in remote gambling throughout the world.

The Njord team consisted of Partners Anne Veerpalu and Karolina Ullman, Associate Anne-Lii Kask, and Legal Assistant Triin Kaurson.

TGS Baltic in Estonia has advised Eesti Uhistukapital on its acquisition of a 5% stake in Coop Pank from Inbank.

According to Ulle Mathiesen, the Chairman of the Management Board of Eesti Uhistukapital, “this agreement will preserve the original aim to cooperate with other cooperatives and community initiatives in important areas of Estonian society,” and she said that “the diverse membership of the cooperative will continue to contribute to the rapid development of Coop Pank.”

TU Eesti Uhistukapital, formerly known as Eesti Uhistupank (the Estonian Cooperative Bank) was founded by the Tallinn City Government and consists of 162 private and legal members.

The TGS Baltic team included Partners Sander Karson and Marko Kairjak and Associate Elina Varendi.

Cobalt has advised Hamburger Hafen und Logistik AG on its acquisition of Estonian terminal operator Transiidikeskuse AS, which will become a subsidiary of HHLA International GmbH, from Kantauro OU, which was represented by Derling.

According to Cobalt, the deal will make Hamburger Hafen und Logistik AG (HHLA) the market leader in container handling at the Port of Muuga, which is the main port in Estonia and an important maritime location in the Baltic region.” HHLA is a Germany-based port and transport logistics company. The company operates three container terminals at the Port of Hamburg in Germany and one in Odessa, Ukraine.

According to Cobalt, Transiidikeskuse AS, established in 1996, “is Estonia’s biggest terminal operator that offers complete stevedoring services.” The main activity of the stevedoring service of Transiidikeskuse AS is concentrated on the container and general goods terminals operating in the free zone of the Port of Muuga.

In a HHLA press release, Angela Titzrath, Chairwoman of HHLA’s Executive Board, explains: “Estonia is one of the fastest-growing economies in Europe and a pioneer when it comes to digitization. We are therefore pleased to be integrating Transiidikeskuse AS – already a profitable and high-performing company – into the HHLA family. One of HHLA’s targets is to grow internationally. The successful conclusion of this contract shows that we are doing just that. The acquisition enables us to enter a promising regional market that offers growth potential as a result of its geographic position and its link to the ‘New Silk Road.’ As Hanseatic cities, Hamburg and Tallinn share a long history, to which HHLA is now adding a new chapter. At the same time, we will continue to enhance the Port of Hamburg by investing in facilities and technology. We are a Hamburg-based company, at home in Europe and operating globally.”    

Anatoli Kanajev, founder and owner of Transiidikeskuse AS, added: “I am glad to hand over responsibility for Transiidikeskuse AS to HHLA. HHLA has extensive experience and expertise as a container terminal operator. This will ensure that Transiidikeskuse AS will be successful in the future and will also see sustainable development.”

Cobalt’s team included Partner Martin Simovart, Senior Associate Heleri Tammiste, and Associate Greete-Kristiine Kuru.

The Derling team consisted of Partner Rolan Jankelevitsh and Senior Associate Triin Ploomipuu.

Cobalt has advised BPM Mezzanine Fund on its backing of the acquisition of 100% of DenEesti OU by an unidentified buyer. 

DenEesti is a secure shoreside and port services provider for the cruise industry, specializing in the Baltic Ports, Russia, the Black Sea, and the British Isles. The company was founded in 1999 by UK and Estonian tourism professionals to offer shore services to cruise ships in Tallinn.

BPM Capital is an independent investment company that provides mezzanine financing in the Baltic region and Poland. Backing DenEesti was their seventh transaction in the Baltics.

Cobalt’s team including Partner Peeter Kutman and Senior Associate Kristjan Kotkas.

Editor’s Note: After this article was published, CEE Legal Matters learned that Managing Director Ryan Jenkins acquired 100% of the shares from the founders DenEesti — UK and Estonian tourism professionals – advised by Pohla & Hallmagi Partner Toivo Viilup.

Ellex Raidla has advised BaltCap and Unimed Clinics on the purchase of the Eurodent Dental Clinic from Kristjan Gutmann, who reportedly was advised by Sorainen.

Unimed Clinics is an Estonian private medical center that focuses on dental treatment and orthodontics with offices in Tallinn, Tartu, Parnu, and other smaller locations in Estonia. It is owned by management board members and since the end of 2015 by the investment firm BaltCap.

The Ellex Raidla team consisted of Partner Ermo Kosk, Senior Associate Sandra Vark and Associate Kerstin Jurgenson.

Sorainen did not reply to an inquiry about the deal. 

Ellex Raidla has advised pension funds managed by AS LHV Varahaldus and Swedbank Investeerimisfondid AS on their EUR 25 million investment in the bonds of Alexela Tanklad OU to finance the purchase of the Euro Oil petrol station chain. Alexela Tanklad OU was advised by Cobalt.

The Ellex Raidla team included Partner Ermo Kosk, Counsel Toomas Kasesalu, Senior Associates Dmitri Rozenblat and Sandra Vark, and Associates Kerstin Jurgenson, Marilin Laud, and Lawyer Kairi Kilgi.

The Cobalt team consisted of Partner Marina Tolmatshova and Senior Associate Kristjan Kotkas.