Category: Lithuania

Sorainen has advised Audimas and its major shareholders on the sale of 60% of the company’s shares to investment management company LitCapital Asset Management.

According to the shareholders’ agreement, LitCapital will manage 92% of the company’s shares jointly with Rimvydas Povilaitis, Arvydas Povilaitis, and Ona Balzekiene.

Audimas, according to Sorainen, ”is the largest manufacturer of active leisure and sports clothing in Lithuania, and it has been operating for over 80 years. For decades Audimas has been the main supply partner of team-wear for Lithuanian and other countries’ Olympic teams.” The company operates 14 retail stores in Lithuania and Latvia. In 2017 its revenue reached EUR 25.8 million with EBT of EUR 1.9 million. This year the company expects revenue of EUR 27.5 million.

LitCapital, which has been operating since 2004, manages private equity funds and alternative investment structures that invest in companies in Lithuania. 

Sorainen advised Audimas on all transaction-related issues. The firm’s team included Partner Mantas Petkevicius and Senior Associate Deimante Pagiriene.

Sorainen did not reply to our inquiries on the matter.

TGS Baltic has helped TBF Finance obtain a payment institution license from the Bank of Lithuania.

According to TGS Baltic, the license will allow TBF Finance to issue and acquire payment instruments.

TBF Finance’s service allows, among other things, e-commerce merchants to accept any kinds of online payments via credit cards and popular electronic payment systems.

The TGS Baltic team was led by Associate Donatas Sliora.

TGS Baltic has advised UAB Medicinos Bankas in approving a subordinated bond program of up to EUR 10 million and placing the first ever bond emission exceeding EUR 2.2 million under the program. UAB FMI Orion securities acted as the bank’s intermediary for placement of the issue.

In the beginning of August, the placed bonds will also be admitted to trading on AB Nasdaq Vilnius.

Medicinos Bankas provides services to both natural and legal persons. The bank focuses on small and medium-sized businesses and renders various services to legal persons: business loans, leasing services, credit or leasing guarantees, factoring services, trade financing, deposit services and insurance, various daily banking services, insurance and vignettes. According to TGS Baltic, ”the bank has a well-developed customer service network in key geographical areas of Lithuania.”

TGS Baltic drafted the base prospectus of the program, final terms, and conditions of the offer and other documents relating to the project, represented the bank’s successful application for the Bank of Lithuania’s approval of the prospectus and in AB Nasdaq CSD, SE upon bond registration, as well as in AB Nasdaq Vilnius upon admission of the bonds to trading on the regulated market.

The firm’s team included Partner Vidmantas Drizga, Senior Associates Mantas Gofmanas and Sonata Krasauskiene, and Associate Donatas Sliora.

Ellex has successfully represented Avibaltika before the Court of Justice of the European Union, after Ukio Bankas demanded that Aviabaltika should pay, again, an amount already paid to it as financial collateral under the Law on Financial Collateral Arrangements.

According to Ellex, “Ukio Bankas … argued that it may not realize (set off) the financial collateral already provided to it, as such financial collateral is part of the total insolvency assets of Ukio Bankas intended for satisfying the claims of all the creditors.”

According to Ellex, the request to the CJEU for clarification on the impact of the bank’s insolvency on the provided financial collateral was made by the Supreme Court of Lithuania in a claim brought by one of these insolvent banks – Ukio Bankas – against the aviation company Aviabaltika UAB. The CJEU, however, ruled that insolvent banks cannot abuse their insolvency status and require their clients to make a second payment of amounts already paid by the clients as financial collateral which is still at the bank’s disposal

Thus, according to Ellex, “the Republic of Lithuania, and accordingly its courts, must ensure that financial collateral could be realized regardless of whether the bank is insolvent or not. This can be done by excluding financial collateral from the insolvent bank’s assets or by other means. What is crucial in this context is that the financial collateral which is at the bank’s disposition should be available to be effectively realized even after insolvency proceedings have been commenced.”

“The ruling brings a relief to all clients with financial collaterals in Lithuanian insolvent banks,” Ellex explained. “These banks are not allowed to retain the financial collaterals they already have in their disposition, and to require their clients to make a second payment of the same amount. Notably, this decision may have crucial importance not only for those clients that an insolvent bank has requested to pay the same amount for the second time, but also generally for all clients of the insolvent banks who have provided financial collateral. The CJEU has clarified that a financial collateral arrangement can take effect in accordance with its terms notwithstanding the commencement of insolvency proceedings in respect of the bank. Thus, clients who have provided financial collateral have the right to require insolvent banks to comply with all contractual obligations, including the release of financial collateral.”

Primus has advised Lithuanian company UAB Hekon on its EUR 8.7 million acquisition of a newly constructed Ibis hotel in Vilnius from Lithuanian construction company Merko.

Hekon is a subsidiary of Orbis S.A., which is part of hotel operator Accor Hotels, which Primus describes as “the world’s leading hotel operator.” According to the firm, Accor “offers more than 20 brands of hotels that meet every type of need from luxury to economy, such as Sofitel, Pullman, Novotel, Mercure, ibis and others.” The group has more than 4000 hotels in 95 countries around the world.

The new Ibis hotel, which is scheduled to open this autumn, will be the first economy class hotel and first hotel with green BREEAM certification in Lithuania.

The Primus team included Managing Partner Robert Juodka, Partner Tomas Venckus, and Associates Jaroslav Pavlovskij and Greta Bagdanaviciute.

Primus informed CEE Legal Matters that it is unable to identify other parties from the transaction.

Image source: UAB "Merko" statyba

Primus has advised Newsec, an international real estate consultancy company on the launch of an auction platform called Newsecaukcionai.lt.

Newsec is an international real estate consulting company operating in Northern Europe and the Baltic countries. The company, which has been engaged in the organizing of auctions for both private and public sector organizations since 2016, brokers real estate investment transactions, provides real estate management services, manages lease and sale of commercial assets, and represents client interests in developing new projects and expanding existing ones. The company also conducts market research and analysis and provides licensed asset and business assessment services.

According to Primus, the Newsecaukcionai.lt platform “will provide an opportunity to inform a more substantial number of potential buyers about the real estate offered, to improve the dissemination of information, and to give more details about the objects being sold, including the insights of RE professionals on the use of an object or its potential conversions.”

Primus’ work included drafting the rules of participation in the auction platform, preparing the procedures and rules on personal data processing, and consulting on various privacy policy issues. The firm’s team was led by Partner Ernesta Ziogiene.

Cobalt has represented UAB Imlitex Holdings on the sale of the Arka business center in Kaunas, Lithuania. The buyer, who according to Cobalt, does not want to be identified until the deal closes, was represented by Ellex Valiunas.

Arka is an A+ energy class business center of more than 11,500 square meters. UAB Imlitex Holdings invested in the office building, which is located on Karaliaus Mindaugo avenue and which opened for business in March of this year. The prime contractor was AB YIT Kausta.

According to Cobalt, “this is the first real estate transaction of such scope in the city.”

The business center was already fully occupied when it opened and includes the offices of Swedbank, Helis, and Happspace, among others. UAB Imlitex Holdings is among the tenants of the building. In total, Arka provides office space for more than 500 people.

The Cobalt team included Partner Simona Oliskeviciute-Ciceniene, Managing Associate Arturas Kojala, and Associate Liucija Bitinaite.

The Ellex Valiunas’s team included Associate Partner Indre Jonaityte-Grice and Senior Associate Akvile Bieliauskaite.

Image source: flickr.com

Ellex has helped Nayax, an Israel-based company which sells cashless, telemetry, management, monitoring, and business intelligence products for the vending and unattended sales industries, obtain a payment institution license.

According to Ellex, “Nayax, which offers cashless payment solutions and a management platform for unattended retail, is opening a new office in Europe, which will be called Nayax Europe UAB. It will be situated in Lithuania, the issuing country of the required operating license for the EEA zone.”

Sorainen has advised BaltCap on the sale of Kelprojektas to Swedish technical consultancy firm Tyrens. Eversheds Sutherland advised Tyrens on the acquisition.

Kelprojektas is a Lithuanian infrastructure consultancy active in the fields of design, water, geotechnics, and landscape architecture, among others. In Sweden, Kelprojektas operates through the company ICCON, which was also included in the acquisition, along with Lithuanian companies Urbanistika and Kelvista.

Kelprojektas’ operations will continue under the existing name and brand.

The Sorainen team was led by Partner Mantas Petkevicius and included Associates Vytautas Sabalys and Laura Matuizaite, as well as Legal Assistant Ieva Krivickaite.

Eversheds Sutherland did not reply to our inquiries about the deal.

TGS Baltic, working in cooperation with Dentons’ UK and Middle East offices, has advised UAB Lietuvos Energija in approving a medium term note program upsized to EUR 1.5 billion, and issuing a EUR 300 million bond issue under the same program. Banking groups BNP Paribas, J.P. Morgan, and SEB Bank acted as intermediaries for placement of the issue. BNP Paribas and SEB were represented by Ellex Valiunas, while J.P. Morgan was reportedly advised by Clifford Chance.

Lietuvos Energija Group is a state-controlled group of energy companies in the Baltic States. The main activities of the group include power and heat generation, supply, electricity trading and distribution, natural gas trading and distribution, as well as servicing and development of the electricity sector.

The placed bonds were admitted to trading on July 11, 2018 on the Luxembourg Stock Exchange and AB Nasdaq Vilnius. The bonds were placed at a 2.066% yield, and they will bear interest at the rate of 1.875% per annum.

TGS Baltic describes this as “one of the largest transactions of this kind in the Baltic States.”

In its press release, Ellex emphasized that “in Lithuania this is a special case also because for the first time a state-owned company diversifies a debt portfolio by issuing ‘green bonds.’ Besides, it would be the first bonds emission allotted in foreign markets issued by …. a private company. UAB obtained such a possibility only after the recent amendment to the Law on Companies of the Republic of Lithuania to that effect.”

The TGS Baltic team included Partner Vidmantas Drizga, Associate Partners Ieva Dosinaite and Paulius Zapolskis, Senior Associate Mantas Gofmanas, and Associate Augustinas Razumas.

Clifford Chance did not reply to an inquiry on the matter.