Category: Poland

Dentons has assisted GPW Benchmark in preparing documentation for the new Warsaw Interbank Offer Bid Rate and Warsaw Interbank Offered Rate reference rates, which will become effective on February 1, 2018.

The documentation includes the WIBID and WIBOR Reference Rate Rules and the Fixing Participant Code of Conduct, which governs relations between GPW Benchmark and the banks participating in the reference rates fixing.

According to Dentons, “the implementation of the documentation constitutes another step in the process of harmonizing the WIBID and WIBOR reference rates based on the requirements of Regulation (EU) 2016/1011 of the European Parliament and the Council of June 8, 2016 on Indices, which are used as benchmarks in financial instruments and financial contracts, or to measure the performance of investment funds.”

Warsaw office Dentons’ Partner Marcin Bartczak advised GPW Benchmark. Previously, he advised GPW Benchmark on its taking over the role of WIBOR and WIBID reference rates fixing organizer and calculation agent from ACI Polska, the Polish Financial Markets Association.

“Since these rates are regarded as the most important and are the most commonly referred to in the Polish financial system, it is critical that the harmonization process is carried out in a smooth manner,” Bartczak commented.

Maciej Jozwiak has become the new Head of the Dispute Resolution at Wierzbowski Eversheds Sutherland. 

Jozwiak, who has has been affiliated with the law firm for over eight years, specializes in representing clients in judicial proceedings. According to Wierzbowski Eversheds Sutherland, “he has more than ten years of experience in advising businesses, supporting clients with risk management for potential disputes, dispute management for ongoing matters, and representing clients in litigation, arbitration and mediation, in both commercial and criminal proceedings. He works for leading companies operating in the FMCG, energy and banking sectors, and has advised in court disputes on shelving fees and currency options, as well as represented clients in arbitration at the ICC International Court of Arbitration as well the Court of Arbitration at the Polish Chamber of Commerce.”

Jozwiak is also an arbitrator at the Court of Arbitration at Polish Confederation Lewiatan, a member of the Chartered Institute of Arbitrators in London, and a board member of the ADR Committee at ICC Poland, where he leads the work of the Corporate Counsel Advisory Board.

Jozwiak replaces Stanislaw Zemojtel, who terminated his relationship with the firm at the end of 2017.

SSW Pragmatic Solutions has advised Dirlango Trading & Investments Limited, a shareholder of Virgin Mobile Polska, on new January 15, 2018 shareholders’ agreements with Virgin Mobile Polska and Play Communications S.A, represented by Weil.

According to SSW, “by signing one of the agreements, Dirlango Trading & Investments Ltd. formed the basis for a future exit from PLAY – the largest mobile network operator in Poland with its own telecommunications infrastructure.” In addition, the firm reports, “among the other agreements, PLAY has been granted a Call Option to acquire all the VMP shares by 2020 at an agreed valuation methodology based on VMP’s one time annual revenue adjusted by certain elements.  The agreements also define terms of future cooperation between PLAY and VMP with increased committed revenues by approximately PLN 25 million, up to total of approximately PLN 84 million to PLAY for the 2018-2021.”

SSW’s team was led by Partner Pawel Chyb and Co-Managing Partner Wojciech Szczepaniak, assisted by Senior Associate Katarzyna Solarz.

The Weil team included Partners Filip Uzieblo and Marcin Iwaniszyn, Senior Associate Jakub Zagrajek, and Associates Jerzy Bombczynski and Anna Porycka.

SSW Pragmatic Solutions has advised a company from the Holiday Park & Resort capital group, one of the largest owners of recreation complexes in Poland, to obtain PLN 60 million in financing from the Credit Value Investment group for construction of new holiday and recreation facilities.

The SSW Pragmatic Solutions team covered negotiations of the issue documentation and hedging documentation. The firm’s team consisted of Partner Maciej Duch and Sebastian Ponikowski.

LSW has advised Golub GetHouse on the purchase of property for the construction of a 140-meter “Liberty Tower.” The skyscraper will include flats for rent and a hotel area.

The developer plans to build around 230 rooms and 450 high-standard apartments with a cinema, swimming pool, conference room, squash court, and a green area.

According to LSW, “the new Golub GetHouse investment will be erected in a historically unique place in which there are fragments of the walls and gates of the Warsaw Ghetto along with the Duschik house. Historic objects will be restored and integrated into the new project.”

A competition is undergoing for the selection of the architectural studio that will be responsible for the concept of the skyscraper.

LSW’s team was led by Of Counsel Marcin Nosinski and Legal Advisor Artur Zawadowski and included Attorney Michal Klimowicz, Lawyer Szymon Kaczmarek, and Trainee Przemyslaw Walon.

On January 9, 2018, Dubinski Fabrycki Jelenski appointed Tomasz Masiarz as one of its three Managing Partners, changing its name in the process to Dubinski Masiarz Jelenski.

Masiarz, who has over 17 years experience advising clients on Polish capital markets, replaces outgoing Partner Wojciech Fabrycki, becoming one of the firm’s three managing partners. 

According to a firm statement, “Assumption by Tomasz Masiarz’s of duties of the managing partner is an element of the strategy of strengthening our transaction practice in the area of securities and public companies. The change will ensure support for our strong Mergers & Acquisition Practice, managed by Jaroslaw Dubinski, Kazimierz Jelenski, and Pawel Kapica, which has carried out the largest number of the most spectacular of the firm’s M&A projects.”

WKB Wiercinski, Kwiecinski, Baehr has promoted lawyers Anna Flaga-Martynek, Anna Wojciechowska, and Anna Wyrzykowska to partner, in the Infrastructure & PPP, Company Law & Corporate Governance, and Real Estate & Property Development practices, respectively.

According to a WKB statement, “the newly promoted lawyers represent leading and established teams at WKB, as well as some of the firm’s most dynamically growing practice areas. Together, their promotions confirm WKB’s strong position in the Polish market, in particular with regard to the infrastructure and real estate sectors, as well as company law, and M&A.”

Anna Flaga-Martynek, who has been with the firm since 2005, advises enterprises engaged in infrastructure projects, in particular from the industrial, energy, road, aviation, construction, waste-management, water, and sewage sectors. According to WKB, “she advises clients on all stages of investment and in disputes (in each case including in respect of projects co-financed by the state).” She is a graduate of the Faculty of Law and Administration at the University of Warsaw.

Anna Wojciechowska, who joined WKB in 2013, supports clients on a variety of matters related to company law, as well as mergers and acquisitions. She provides advice on, among other things, share purchases and corporate restructurings, with a special focus on aspects related to transfers of intellectual property. She applies her knowledge of German law and the German market to the benefit of German-speaking clients, and supports clients from the media and publishing industries. 

Anna Wyrzykowska, who joined WKB in 2012, specializes in real estate transactions, spatial planning and land development, and construction. “she has many years of experience in advising on property purchases and sales, the location of proposed investments, contracting with architects and construction companies, as well as commercialization of office, warehouse, and shopping center space. She also advises clients on matters related to company law and mergers and acquisitions.”

“Partner nominations are the best proof of WKB’s ongoing growth and give us immense satisfaction,” said Jerzy Baehr, Managing Partner at WKB. “This year, we are particularly happy that the lawyers who were promoted are women who are not only experts in their respective fields, but they are also leading the way for the development of their teams. We would like to congratulate the new partners and counsel on their promotions. We are thankful for their impressive work to date, and wish them all the best going forward.”

Alongside the newly promoted Partners, WKB also announced that Employment lawyer Wioleta Polak has been promoted to the position of counsel.

Gide has advised long-time client MEDI-system on the acquisitions of the Angel Care elderly care facility from the Angel Poland Group and the Ostoya Care Facility from the Allenort Capital Fund. SPCG advised the Angel Poland Group and Everberg advised the Allenort Capital Fund on the deals.

The Ostoya Care acquisition closed in December 2017, and the Angel Care acquisition closed on January 2, 2018.

Gide describes the Angel Care facility, located in Wroclaw, Poland, as “a comprehensive elderly care facility, caring for seniors with various needs, both independent seniors and individuals requiring round-the-clock assistance, including those suffering from dementia,” and reports that it “will be the ninth such facility run by MEDI-system in Poland.” The firm’s team on that deal was headed by Managing Partner Dariusz Tokarczuk and Counsel Blazej Czwarnok and included, Associates Joanna Karkoszka and Anna Ratajczyk-Salamacha.

The Ostoya Care facility is located in Stare Babice, near Warsaw.

Gide’s due diligence of the target companies and drafting of the transactional documentation was performed by a team headed by Czwarnok and Associate Tomasz Roszczyc.

The SPCG team advising Angel Poland Group on the sale of Angel Care facility was led by Partner Piotr Kaminski, working in cooperation with Partners Lukasz Ziecina and Marcin Koper.

The Everberg team advising the Allenort Capital Fund on its sale of the Ostoya Care facility was led by Managing Partner Grzegorz Wanio, supported by Attorney Dominik Staniszewski.

Gide has advised MEDI-system since advising on the company’s acquisition in 2015 by the Orpea Group (as reported by CEE Legal Matters on January 21, 2016).

Magnusson is reporting that it advised A-R-A Retail Centers on the previously-reported sale of 28 shopping centers to Chariot Top Group BV, which closed on January 4, 2018.

As reported by CEE Legal Matters on December 27, 2017, Linklaters advised Chariot Top Group – a company incorporated in the Netherlands, co-managed by Griffin Real Estate – on the acquisition of a portfolio of 28 retail properties from A-R-A, which is owned by a consortium of Ares Management L.P., AXA Investment Managers – Real Assets, and Apollo Rida. The value of the deal is around EUR 1 billion. Linklaters also then subsequently sold 12 of the properties from this portfolio to Echo Polska Properties (which was represented by Dentons), which, when the deal is completed, will become the largest retail property owner in the region.

Under the agreement with A-R-A Retail Centers, Chariot Top Group acquires a portfolio of 28 real estate assets consisting of nine M1 shopping centers, twelve hypermarkets, four power parks, and three stand-alone DIY stores. The portfolio has a total GLA of about 704,000 square meters. The acquisition was partially financed with approximately 635 million bank debt.

“The volume of this transaction once again shows the high attractiveness of Poland and its economy,” commented Rafal Nowicki of Apollo Rida. “The outstanding fundamentals, the stability and the size make Poland the leading economy in the CEE region, while its real estate market still offers high yields and growth potential.”

Magnusson Warsaw advised an Apollo-Rida and Ares Management consortium on the acquisition of the entire 28-strong property portfolio in 2003-2004, and continued to advise on matters related to the portfolio’s management – including financing, refinancing, leasing and extension – through this sale. The firm’s team was led by Senior Partner Andrzej Tokaj and included, among others, Partner Katarzyna Sawa-Rybaczek, Senior Associate Dawid Demianiuk, and Associate Zuzanna Wencel-Czuryszkiewicz.

Editor’s Note: As reported here, Linklaters also advised Chariot Top Group BV on financing for the deal received from HSBC, with Dentons advising the bank.

SMM Legal is reporting that it been advising Poland’s National Centre for Research and Development on a tender for a public contract to develop and deliver innovative emission-free public transport vehicles.

SMM Legal reports that “the procedure is carried out as a part of the Emission-Free Public Transport Programme and consists of an R&D stage, which involves the development of innovative vehicles for the purpose of public transportation, followed by the purchase of the vehicles by local authorities acting as Programme partners. The contract is worth more than PLN 2 billion, making it the biggest public contract to be carried out within the innovation partnership procedure in Poland.”

The Official Journal of the European Union published the announcement of the tender on January 3, 2018, and requests to participate must be lodged by February 28, 2018.