Category: Poland

Kochanski Zieba & Partners (KZP), working alongside Pinsent Masons, has advised Aberdeen Asset Management’s Infrastructure Funds (AIF) on its acquisition of a 49.99% stake in Intertoll Europe’s PPP portfolio for ZAR 633.2 million (EUR 43 million). 

The portfolio comprises of shares in the A1 PPP in Poland (15%) and the Mecsek (10%) and Duna (12.67%) sections of the M6 in Hungary. The investment in Poland revolves around Intertoll’s 15% stake in the Gdansk Transport Company (AmberOne) which was established in 1996 to construct, maintain, and manage a 152km stretch of the A1 motorway between the cities of Gdansk and Torun.

The assets will be held in a joint venture vehicle, which will be named Intertoll Capital Partners. JSE-listed Group Five, Intertoll Europe’s parent company, will continue to hold 50.01% of the portfolio. The arrangement will allow both parties to invest in road projects.

Intertoll Europe is owned by Johannesburg Stock Exchange-listed Group Five.

Aberdeen Asset Management was formed in 1983, and operates in 25 countries, managing £312.1 billion of assets, and has been listed on the London Stock Exchange since 1991.

The KZP team was led by Partner Pawel Cholewinski, Pawel Gunia, and Adam Piwakowski, and included Senior Associate Sylwia Uzieblo-Kowalska and Associate Kacper Czubacki.

The Pinsent Masons team was led by Partner and Head of Projects in the firm’s Paris office, Stephane Gasne, and Senior Associate Sonal Shah. They were supported by Gina Fogarty, Cyrielle Barbier, Alexandra Christensen, Michael Duffy, Kirsty McLean, Graeme Stapleton, and Robert Eriksson. Gasne commented: “We are very pleased to have advised Aberdeen on this portfolio and arrangement that will allow both parties to invest in road projects. This deal is a great example of secondary market partnering as a platform for future infrastructure investments.”

The Hogan Lovells team advising Intertoll Europe was led by London Infrastructure and Energy Partner Philip Brown, working with Associate Claire Corbett. Commenting on the transaction, Philip Brown said: “Currently one of the largest private road operators in Southern Africa and Europe, we are delighted to have advised Intertoll in connection with this strategic joint venture which will act as a springboard for Intertoll and Aberdeen to co-invest in future road projects globally, including entry into new markets such as the U.S. It also reaffirms our good relationship with Aberdeen as we acted for them on some aspects of the transaction as well. We were able to draw on Hogan Lovells’ capability in a number of jurisdictions across Europe to establish and seed this major development for Intertoll and Aberdeen.”

Assisting Hogan Lovells on Polish law aspects was a KKLW team led by Partner Michal Kurzynski and including Associate Jacek Choromanski and Junior Associate Lukasz Sajewski.

Editor’s Note: After this article was published Hogan Lovells announced that its Hungarian office worked on the team as well, assisting the JV parties on Hungarian law issues. The Budapest-based team included Partner Sandor Bekesi and Associates Bence Vidomusz and Orsolya Molnar.

Greenberg Traurig, has advised Rentokil Initial plc on its joint venture agreement with Haniel & Cie. Holding Company, resulting in a unified provider of workwear and hygiene services in Europe with combined revenues of approximately EUR 1.1 billion. The Dusseldorf-based Glade Michel Wirtz law firm provided counsel to Haniel.

The joint venture, which will be formed through the transfer of the Rentokil Initial businesses into CWS-boco — a company owned by Haniel — brings together Rentokil Initial’s workwear and hygiene businesses in 10 countries principally in the Benelux and Central & Eastern Europe regions, together with Haniel’s businesses in 17 countries. In consideration for the transfer, Rentokil Initial will receive around EUR 520 million in cash and an (approximately) 18% stake in the joint venture, subject to working capital and other adjustments.

The transaction is conditional on European merger clearance and is due to complete in the first half of next year.

According to Greenberg Traurig, “Rentokil Initial is one of the largest business services companies in the world, operating in over 60 countries. The company offers route-based services including pest control, hygiene, and workwear through teams of local experts.”

Greenberg Traurig describes Franz Haniel & Cie. GmbH as “a German family equity company which has been headquartered in Duisburg-Ruhrort since it was founded in 1756,” and says that “Haniel’s portfolio currently includes four business divisions which are independently responsible for their own operating business and which hold a leading market position in their respective sectors: BekaertDeslee, CWS-boco and ELG (wholly owned), [and] TAKKT (majority owned).”

The Greenberg Traurig team was led by Paul Maher and Fiona Adams with support from Warsaw-based Local Partner Daniel Kaczorowski and Associate Anna Chrabota, as well as Henrietta Walker; Sarah Moyles, Robert Carlon, Amy Moore, Declan Grady, Lauren Mitchell, Cate Sharp, Aonghus Heatley, Emma Menzies, Graham Iversen, Gillian Sproul, Simon Harms and Luke Dixon in London; Rob van Eldik in Amsterdam; and Josef Hofschroer; Stefan Lutje, Georg von Wallis, Natalie Hsiao, Laura Zentner, Niklas Conrad, and Carsten Kociok in Berlin.

Editor’s Note: After this article was published Schoenherr announced that it had advised Haniel in Austria, the Czech Republic, Poland, and Slovakia. According to Schoenherr, “after acquiring the continental European business from Rentokil Initial in the areas of hygiene, workwear, and cleanroom services, Haniel will hold approximately 82% of the shares, while Rentokil Initial will hold approximately 18%, for which it will receive about EUR 520 million in cash, subject to working capital and other adjustments.” The firm’s team was led by Partner Florian Kusznier, assisted by Partners Vladimir Cizek, Pawel Halwa, and Sona Hekelova, Attorneys Natalia Rosova, Wojciech Czyzewski, and Peter Devinsky, and Associates Julia Wasserburger and Rudolf Bicek. 

Subsequently, CHSH Cerha Hempel Spiegelfeld Hlawati announced that it had advised Rentokil Initial plc on the formation of the joint venture with Franz Haniel & Cie. GmbH , and that the cross-border deal had successfully closed on June 30, 2017. The firm’s team was led by Partner Johannes Aehrenthal and included Attorney Jakob Hartig and Associates Stefanie Heimel and Florian Wuunscher in Austria. CHSH’s Czech team consisted of Partner Petr Kalis and Associate Jiri Prouza, and the firm’s Slovakian team consisted of Partner Jozef Bannert and Associate Veronika Siskova.

Dentons has confirmed that it advised European Property Investors Special Opportunities 3 (EPISO 3), an opportunity fund advised by European real estate investment manager Tristan Capital Partners, on its sale of the Zakopianka Shopping Center in Krakow, Poland, to Johannesburg-listed Echo Polska Properties, for approximately EUR 54 million. Linklaters reportedly advised Echo Polska on the deal, which is scheduled to close in the second quarter of 2017.

The transaction involves the 27,463 square meter shopping center located on a retail park in southern Krakow. The transaction excludes the Carrefour hypermarket and Castorama store which border the shopping center and are separately owned.

EPISO 3 has owned the shopping center since 2013, when it was part of a five-property portfolio acquired from Australia’s Charter Hall Retail REIT as it exited the European market.

Karol Bartos, Executive Director at Tristan Capital Partners, said: “This property is in an affluent part of Krakow and is trading well. We have strengthened its performance over the past few years and improved the tenant mix. The offer from Echo Polska Properties now provides us with an opportunity to crystallize value for the fund’s investors.”

The Dentons team was led by Partner Pawel Debowski, the Chairman of the European Real Estate Group, supported by Senior Associate Jacek Jezierski. 

Editor’s Note: After this article was published Linklaters announced that its team was led by Counsel Weronika Guerquin-Koryzma, supported by Associate Maciej Budzynski, Associate. The due dilligence team consisted of Managing Associate Klaudia Krolak and Associates Ewa Szmigielska, Magdalena Szewczyk, Monika Lerka, and Piotr Zawadzki, as well as Paulina Ciupa and Agata Drabik.

Image Source: zakopianka.pl

Dentons has announced that the joint bid of a consortium consisting of it, Infralinx Capital Polska, Ove Arup & Partners International Limited, and the Institute for Public- Private Partnership Foundation submitted pursuant to a tender announced by the Ministry of Development for the award of a public contract for the Framework Agreement for Consultancy and Specialist Workshops Concerning Preparation for the Implementation of Public-Private Partnership Projects was chosen as one of the three best bids.

According to the firm, as as result, “for the next four years the consortium, with Dentons as the leader, will be bound by the framework agreement with the Ministry of Development.”

According to Dentons, “the multi-stage proceedings for the selection of consultants to provide advice under the framework agreement lasted over a year. The projects have been coordinated from the very beginning by [Counsel] Tomasz Korczynski, who co-heads Dentons’ PPP practice in Warsaw. During the four year term of the agreement the consortium will be advising on all issues related to the preparation and implementation of PPP projects, execution of model documents for PPP projects and organization of related specialist workshops, addressed to public sector parties.” 

Soltysinski Kawecki & Szlezak is reporting that it represented Agora S.A. on its entrance into an Investment Agreement pursuant to which it will sell 21.5% of the share capital in Green Content sp. z o.o. to Discovery Polska. Additionally, in connection with the execution of the Investment Agreement, Discovery Polska subscribed for new shares in the increased share capital of Green Content. Greenberg Traurig advised Discovery Polska on the deal.

As a result of these transactions, Discovery Polska now holds approximately 48.94% of the share capital of Green Content. The subject of the agreement was also to establish rules for cooperation between the entities, including corporate governance rules.

The SK&S team advising Agora consisted of Senior Associate Leszek Malecki, Attorney at Law Przemyslaw Zysk, and Junior Associate Michal Dawidowicz, as well as Senior Counsel Marta Kupczak-Strzelecka and Associate Grzegorz Koguciuk on antimonopoly matters. The team’s work was supervised by Senior Partner Robert Gawalkiewicz.

The Greenberg Traurig team consisted of Partner Michal Fereniec, supported by Senior Associate Piotr Smolarczyk and Associates Magdalena Gad-Nowak and Tomasz Denko.

FKA Furtek Komosa Aleksandrowicz has advised the Senvion GmbH manufacturer of onshore and offshore wind turbines on Polish aspects of its acquisition of the EUROS Group, a provider of licenses and technology solutions for wind farm rotor blades. Senvion’s lead counsel on the deal was Germany’s Oppenhoff & Partner.

Germany-based Senvion GmbH belongs to Senvion S.A., which is listed on the Frankfurt Stock Exchange. The EUROS Group consists of three technology companies specialized in rotor blade manufacturing: EUROS Entwicklungsgesellschaft fur Windkraftanlagen GmbH (Germany), EUROS Polska sp. z o.o., and EUROS Rotor Systems Polska sp. z o.o.

In August 2016 Senvion acquired Kenersys, an Indian company producing wind turbines, and FKA describes the acquisition of EUROS Group as “the next step in Senvion’s international expansion.”

Senvion was advised on Polish aspects of the transaction by an FKA team supervised by Partner Edyta Jusiel and including Legal Advisor Milena Wieczorek-Waszewska, Head of Tax Mariusz Aleksandrowicz, and Tax Advisor Marta Ignasiak.

Clifford Chance has represented Powszechny Zaklad Ubezpieczen S.A. (PZU), acting as part of a consortium with Polski Fundusz Rozwoju S.A. (PFR), the Polish Sovereign Wealth Fund, in the acquisition of 32.8% of the shares in Bank Polska Kasa Opieki S.A. (Bank Pekao) from UniCredit. Gide Loyrette Nouel advised PFR and Weil advised UniCredit on the transaction, which remains contingent on the relevant regulatory approvals being obtained.

The consortium of PZU (the largest Polish insurance group) and PFR, will acquire 32.8% of the bank’s shares for PLN 10.6 billion (approximately EUR 2.45 billion), which amounts to PLN 123 per share – which is 2% higher than Pekao’s listing on the stock exchange. The transaction will also include the purchase of all the shares in Pioneer Pekao Investment Management, Pekao Pioneer PTE, and DI Xelion. 

Clifford Chance describes the transaction as “one of the largest transactions in the banking sector in Europe in recent years.” The firm also reports that “the acquisition of Pekao’s shares is part of PZU’s strategy until 2020, which provides for the formation of a banking group holding assets of no less than PLN 140 billion and managing assets of PLN 50 billion for third parties. PZU and PFR will cooperate to ensure effective implementation of Pekao’s development strategy while maintaining the bank’s current low-risk profile, sound level of profitability, and stable long-term policy in relation to payment of the dividend from profit. The finalization of this transaction makes PZU the largest financial group in the CEE region.”

The Clifford Chance team was led by Partner Agnieszka Janicka and coordinated by Counsels Jaroslaw Lorenc and Wojciech Polz. The core team consisted of lawyers Kamil Sarnecki, Karol Kulhawik, Marcin Czarnecki, Aleksandra Lis, and Katarzyna Aleksandrowicz. Partner Bartosz Kruzewski, Of Counsel Nick Fletcher, Counsels Marcin Bartnicki, Iwona Terlecka, and Krzysztof Hajdamowicz, and Associate Marta Michalek also advised on various aspects of the transaction.

The Weil team consisted of Partners Pawel Rymarz and Pawel Zdort and Associates Marek Maciag, Michal Bobrzynski, Jakub Zagrajek, and Aleksandra Kabac.

Editor’s Note: After this article was published, Gide confirmed that it had advised PFR on the acquisition by it and PZU of the stake in Bank Pekao. The firm reported that PFR had directly acquired 12.8% of the shares in Bank Pekao in two tranches for a total amount of PLN 4.1 billion, with PZU indirectly acquiring a 20% stake in Bank Pekao for a total amount of PLN 6.5 billion. It is envisaged that Bank Pekao may acquire UniCredit’s stakes in Pioneer TFI, Pioneer PTE, and Xelion to become the 100% owner of the subsidiaries.

The firm’s team was headed by Partners Dariusz Tokarczuk and Mateusz Chmielewski and included Dorota Jenerowicz and Olga Czyzycka.

“We get huge satisfaction from knowing that our experience and expertise are appreciated, and that we were able to participate in such important transaction for the Polish financial sector, helping to strengthen the financial stability of the Polish economy and creating new opportunities for its further development” – said Tokarczuk.

CMS has advised on the construction of the state-of-the-art Nowa Lodz Fabryczna railway station, one of the largest railway projects in the European Union and the most modern in Poland.

As part of the project, which CMS describes as “quite unique on our market,” CMS lawyers supported the general contractor of the railway station and the railway line – operated by a consortium consisting of Torpol, Astaldi, Intercor, and Przedsiebiorstwo Budowy Drog i Mostow. The value of the entire project amounted to PLN 1.75 billion (approximately EUR 393 million) gross.

According to CMS, the new station will be the most advanced underground facility of its kind in Poland and an important element of the New Centre of Lodz. The three-story railway station with four platforms and eight tracks is intended to be a central part of a multimodal transportation hub that will link the commuter and conventional railways, long-distance buses, public transport, and private car transport, all of which will make it possible to handle up to 200,000 passengers a day (representinga 20-fold increase).

“Due to the complexity of the works, the amount of financial outlays and the number of entities involved, construction projects are associated with a high level of risk,” said Lidia Dziurzynska-Leipert, Partner in CMS’s Real Estate and Construction Department, who managed the firm’s team on the deal. “Especially now, when the construction industry is facing a number of challenges related to lower dynamics of contracts concerning large infrastructure projects and a slowdown in local government projects, it is particularly important to secure ongoing projects from the legal perspective.”

The scope of work that CMS has been performing for the general contractor since 2012 included the provision of comprehensive legal services in relation to the project, including advice on relations with the contracting parties, subcontractors, and designers, and representing the general contractor in court disputes and mediation proceedings.

In addition to Dziurzynska-Leipert, the firm’s team included Legal Advisor Michal Bork and Aneta Gorecka and Advocates Ludwina Klein and Bolesław Szylkajtis.

Kochanski Zieba & Partners (KZP) has advised Generac Holdings Inc., a designer and manufacturer of power generation equipment and other engine powered products, on the acquisition of assets of Motortech Holding GmbH & Co. KG from its family shareholders. The sellers were advised by the KSB Intax firm on the transaction, which remains subject to regulatory approval (and which is expected to close in the first quarter of 2017).

Founded in 1988 and headquartered in Celle, Germany, Motortech manufactures gaseous-engine control systems and accessories. The company’s gaseous-fuel sub-systems include knock detection, mixers, throttles and various controls, which are sold to European gas-engine manufacturers and to aftermarket customers. Motortech employs over 250 people at its German headquarters, manufacturing plant in Poland, and sales offices located in the U.S. and China.

“By combining resources and technology, Generac and Motortech will lead the industry in innovative, spark-ignited engine generator offerings,” said Patrick Forsythe, Executive Vice President of Global Engineering at Generac. “This acquisition allows Generac to expand its global market for gaseous products beyond standby generators, and it aligns with our strategy of gas power-generation leadership. It will significantly expand our worldwide spark-ignited engine capabilities, complementing the international growth Generac has experienced.”

“This is a very exciting transaction for Motortech,” said Florian Virchow, CEO of the company. “The integration into Generac will create broader product-application markets globally, and is expected to bring meaningful opportunities to improve our product costs and ultimately the value we bring to our customers. We are pleased to join the Generac family and look forward to our continued success as we work together to lead the gaseous-fueled power-generation market around the world.”

KZP worked alongside the Frankfurt office of Mayer Brown International LLP on all Polish aspects of the transaction, including due diligence. The firm’s team was led by Partners Pawel Cholewinski and Adam Piwakowski and included Associate Kacper Czubacki on corporate matters, Partner Szymon Galkowski and Associate Edyta Rekawek on finance, Partner Kamil Osinski on real estate, and Partner Anna Gwiazda and Senior Associate Joanna Ostojska on employment issues.

The KSB Intax team was led by Partner Michael Kunst.

Clifford Chance has represented the TDJ Group in the Kopex Group’s debt restructuring. The signing of the restructuring documents was the last condition precedent to the TDJ Group’s acquiring the majority of the shares in Kopex S.A.  According to reports, the TDJ Group’s acquisition of control over the Kopex Group crowns the largest acquisition in the machine manufacturing sector in Poland.

According to Clifford Chance, the transaction began in April 2016 and was divided into two main stages: (i) negotiations and the signing of the main terms and conditions of the restructuring with the banks and Kopex, completed in September 2016, and (ii) negotiations and the signing of the restructuring documents with Banks and Kopex Group, completed on December 1, 2016.

Documents executed on December 1, 2016 put the key conditions for the restructuring into practice. These conditions provided for: (i) exercise of the right by the TDJ Group in the capacity of equity investor to acquire a controlling parcel of shares in Kopex S.A., (ii) the release of the Kopex Group’s funds that had been blocked, (iii) the TDJ Group’s providing rescue funds to the Kopex Group; (iv) the banks’ dividing the Kopex Group’s financial debt into three independent parts, (v) consolidating the conditions for repayment of separate parts of the financial debt, (vi) converting one part of the financial debt into bonds, (vii) conditions for the TDJ Group’s involvement in the restructuring of the Kopex Group, and (viii) the terms and conditions of the restructuring of the receivables of one of the banks by way of proceedings for the approval of a partial arrangement.

The transaction was supervised by Clifford Chance Partner Andrzej Stosio and coordinated on an ongoing basis by Counsel Milosz Golab. The transaction team was composed of Pawel Dlugoborski, Mateusz Chrusciak, Iwo Klijewicz, Kacper Bardan, Anna Miernik, and Majka Rucinska. With regard to the bond issue, the team was supported by Counsel Grzegorz Abram and Lawyer Pawel Zagorski.