Category: Poland

BSWW Legal & Tax has advised Artifex Mundi S.A. on its November 2016 debut on the Warsaw stock exchange. 

The value of the public offering of the publisher and producer of adventure games reached PLN 99,405,000. It involved the sale of shares by the shareholders (PLN 88,155,000) and an offering of newly issued shares (PLN 11,250,000).

According to BSWW, “Artifex Mundi is one of the leaders in the HOPA sector (Hidden Object Puzzle Adventure), producing and publishing [its] own games as well as those created by other developers. The most popular game series include: Enigmatis, Grim Legends, Time Mysteries: Inheritance, Nightmares from the Deep. The company offers own products as well as products of external developers intended for mobile devices, consoles and computers. Since 2016, the company has also increased its efforts in the free-to-pay segment where fees are paid as the game progresses, and not at the time of its purchase.

Seen as computer game producers seek capital in order to grow, and investors are eager to entrust them their funds, Artifex Mundi is another in a series of gaming sector businesses, such as CI Games, CD Projekt and 11 bit, who appeared on the Warsaw stock exchange.”

“We can see a huge interest of computer game companies in being listed,” said Piotr Wojnar, Managing Partner at BSWW Legal & Tax, who led the team handling the listing of Artifex Mundi S.A. “They do not always choose the main market of the WSE, [as] some smaller businesses also consider seeking a stock exchange listing on NewConnect.” 

BSWW carried out due diligence of the company and took part in preparing the prospectus. It also represented Artifex Mundi in proceedings regarding the approval of the prospectus before the Polish Financial Supervision Authority and advised on matters related to dematerialization of shares by Krajowy Depozyt Papierw Wartosciowych S.A. as well as on proceedings related to the admission and marketing of the shares of Artifex Mundi S.A. on a regulated market organized by Giełda Papierow Wartosciowych w Warszawie S.A.

In addition to Piotr Wojnar the firm’s team consisted of Janusz Szelinski and Malgorzata Stefaniak.

Laszczuk & Partners has advised the Holy Trinity Lutheran Parish in Warsaw on obtaining a final decision accepting building permit design and permission to construct a religious infrastructure building in Warsaw’s Wlochy district.

Following a review of the local zoning plan of Stare Wlochy district, which regulates the land development conditions for the plot allocated to the planned investment, the Mayor of Warsaw has concluded that it is acceptable that the investment be realized. According to Laszczuk & Partners, “the administrative body initially had serious doubts regarding the planned investment because of unchangeable building alignment enclosed in the zoning plan, but it adopted the interpretation provided by Laszczuk & Partners’ lawyers.”

Laszczuk & Partners Senior Associate Agnieszka Kocon led the firm’s team on the matter.

Jara Drapala & Partners is reporting that it has successfully reached a settlement on behalf of Alpine Bau Deutschland AG in a lawsuit brought by the company as part of a consortium of contractors in 2014 against the Polish State Treasury for damages related to the consortium’s construction of the National Stadium in Warsaw. In its initial claim, Alpine Bau demanded PLN 139 million in damages and remuneration. Linklaters advised the Polish State Treasury in negotiations, with CMS advising Zurich Insurance.

Alpine Bau Deutschland, Alpine Construction Poland, PBG, and Hydrobudowa Polska formed a consortium, contracting to build Poland’s National Stadium. According to JD&P, the consortium was damaged by an improper discharge of responsibilities by the State Treasury (Ministry of Sports and Tourism) and its SPV: the National Sports Centre Sp. z o.o. (NCSR). The firm reports that the State Treasury provided defective project documentation, as well as introducing numerous changes and additions over the course of the project which caused an increase in costs and the need to perform additional work. As a result, although the stadium was to be completed in June 2011, construction was delayed, and was ultimately completed in November of that year. The official opening took place in January 2012.

As reported by CEE Legal Matters on November 21, 2016, a second consortium, consisting of Elektrobudowa SA, Qumak S.A., and AGAT S.A. was supported by Maruta Wachta on the matter. According to DJ&P, “this group of three entities was a subcontractor to the first consortium.”

As a result of the settlement reached in November, 2016, the contractors, the State Treasury, NCSR, and Zurich Insurance have withdrawn their mutual claims and ended the dispute. According to JD&P, “the lawsuit was extraordinary, because it consisted of more than 200 claims, which were examined and substantiated on behalf of our client.” The firm also reports that evidence in the case amounted to over 400 volumes of files, and it quoted the District Court in Warsaw, where the case was heard, as stating that: “There is no doubt that this case is one of the most extensive civil cases in Poland.”

Alpine Bau Deutschland AG (in insolvency) was represented by JD&P Partners Przemyslaw Drapala and Andrzej Sokolowski and Senior Associate Filip Rasala, among other members of the firm’s litigation team. 

The Linklaters team consisted of Of Counsels Marek Miller and Marcin Dziurda and Associate Justyna Kowalczyk.

Soltysinski Kawecki & Szlezak has advised Solaris Bus & Coach in the formation of a strategic partnership with Grupa Stadler relating to activity on the tramway market. 

SK&S describes Solaris Bus & Coach as “a well-known producer of buses, trolleybuses and tramways – a family company founded by Solange and Krzysztof Olszewski. Since 1996, 12,000 vehicles have been produced in the factory in Bolechowo, near Poznan, which have been sold to 29 countries. Amongst others, it produces the Tramino tramways which operate in Poznan, Olsztyn, Jenam and Brunswich.”

Stadler is a Swiss firm which is one of the largest producers of rail stock in Europe. Stadler Polska is its Polish company which for the past 10 years has produced, in its factory in Siedlce, the Flirt trains for PKP Intercity. It also operates on the tramway market.

Solaris and Stadler announced their intention to cooperate during this year’s InnoTrans rail fair in Berlin. The news was announced by Solange Olszewska, the owner of the Polish firm, and Peter Spuhler, the president of the management board and owner of Stadler Rail.

The Soltysinski Kawecki & Szlezak team was headed by Partner Krzysztof Pawlisz and include Senior Associate Andrzej Motyka and Associates Agnieszka Skowronek and Karol Skibniewski. Tax issues were handled by Partner Piotr Andrzejak and Senior Associate and Bartlomiej Bialy. Partner Krzysztof Kanton handled antimonopoly issues, along with Associate Grzegorz Koguciuk.

Greenberg Traurig has represented the Managers of the Offering in an accelerated book-building process for the sale by European Media Holding S.a r.l. of a 27% stake in Wirtualna Polska Holding S.A. Weil Gotshal & Manges advised the sellers.

Greenberg Traurig advised a consortium of banks – Pekao Investment Banking S.A., UniCredit Bank AG, London Branch, IPOPEMA Securities S.A. and mBank S.A. – in the sale, which represented 27.18% of the share capital and 19.51% of total votes in the company. The value of the transaction amounted to PLN 390 million.

The Greenberg Traurig Warsaw team consisted of Partner Federico Salinas and Local Partner Pawel Piotrowski.

The Weil team included Partner Marcin Chylinski and Associates Filip Uzieblo, Jacek Zawadzki, and Magdalena Medynska.

Polish Banking & Finance specialist Mariusz Hyla has left Hogan Lovells in Poland to join DLA Piper’s Warsaw office as Partner and Head of the Finance & Projects department.

According to DLA Piper, Hyla “specializes in real estate finance, acquisition finance, and structured finance. He also advises on debt financing, including the issuance of debt securities, and other debt-related areas. In addition, he has been involved in preparing legal acts for the Polish parliament.”

Hyla joins DLA after 17 years with Hogan Lovells in Poland. According to DLA Piper, “his arrival … was preceded by the firm’s cooperation with Bartek Palusiak, attorney-at-law, who joined the firm in September 2016 as Counsel. The team will be strengthened by additional new hires and will comprise a total of 10 members offering comprehensive legal advice in banking and finance law.”

Hyla received his law degree in 1999 from the Adam Mickiewicz University in Poznan and received an LL.M. that same year from the European-University Viadrina in Frankfurt (Oder).

Gessel is announcing that it successfully represented PZ Cormay SA in a case involving resolutions adopted at the company’s August 26, 2014 Extraordinary General Meeting.

The party bringing the claim alleged that the resolutions in question were adopted consequent to an agreement by some of the financial shareholders to act in concert and that the resolutions ran contrary to established customs of fair dealing and to the interests of the company and its shareholders.

In a judgement of November 21, 2016, the Circuit Court in Warsaw dismissed the claim, stating that the resolutions concerning changes to PZ Cormay’s governing bodies had been duly adopted. In particular, the Circuit Court agreed with the position taken by Gessel that there was no basis for finding that the shareholders were acting in concert – even on an ad hoc basis. According to Gessel, “this ruling by the Circuit Court not only concludes a corporate dispute of two years’ running, but also lays down a milestone in Polish judicial authority concerning relevant agreements in the context of capital markets law.”

The case was handled by Gessel attorney Maria Dudzinska, with input by Partners Malgorzata Badowska and Leszek Koziorowski and Of Counsel Tomasz Dragowski.

Noerr has announced today that a team of 11 lawyers from Polish firm DJBW will join its Warsaw office effective January 1, 2017. Of the five Partners in DJBW, four — Witold Danilowicz, Witold Jurcewicz, Radoslaw Biedecki, and Ludomir Biedecki — will move to Noerr. 

Joerg Menzer, Regional Managing Partner of Noerr’s CEE offices in Bratislava, Bucharest, Budapest, Prague, and Warsaw, describes the Polish market as “exciting” and says that, while the firm has been in the country for many years, there was  “a feeling that [the firm’s] office in Poland can do more, can be bigger and more active on the Polish market itself.” He added that the addition of Jakub Lerner (reported on by CEE Legal Matters on April 25, 2016) earlier in the year was driven by that rationale, but said: “We wanted to be even a bit bolder.”

Menzer added that “the arrival of this outstanding team of Polish lawyers will further enhance our capabilities in Poland, which is one of our core CEE markets. We will build on Noerr’s existing strengths and aim to broaden our service offering to our international client base, while also making a strong statement to our competitors in the market about our ambitions going forward. We see further growth opportunities in Poland and we aim to take a bigger share.”

Following the move, Noerr firm’s name in Poland will change to Noerr Biedecki.

Specializing in corporate/M&A, Radoslaw Biedecki will become the new Office Head of Noerr in Warsaw. Danilowicz, who focuses on M&A and litigation and arbitration, will be a Senior Office Partner. Capital markets and M&A lawyer Ludomir Biedecki will also join as Partner and will co-head the Corporate M&A and Private Equity Practice in Warsaw. Witold Jurcewicz will join as Of Counsel and will concentrate on building up the arbitration practice in Warsaw.

Danilowicz commented: “We are excited to become part of Noerr, and we are keen to leverage the strategic fit. Our local market knowledge and experience combined with the international platform of Noerr will be a powerful response to the challenges and opportunities posed by the Polish market.”

The fifth DJBW Partner, Michal Jasinski, who is not joining the other four in moving to Noerr, was unavailable for comment.

Clifford Chance has advised Wydawnictwa Szkolne i Pedagogiczne S.A. on syndicated refinancing of up to PLN 410 million organized by ING Bank Slaski S.A., Bank BGZ BNP Paribas S.A., Bank Handlowy w Warszawie S.A., Bank Zachodni WBK S.A., and Raiffeisen Polbank S.A. Allen & Overy advised the banks on the transaction, which involved the repayment of their bilateral credit facilities and the redemption of bonds listed in the ATS, as well as ensuring acquisition and revolving financing for the company.

Apart from the process of refinancing itself, Clifford Chance also advised Wydawnictwa Szkolne i Pedagogiczne S.A (WSiP) on interest rate hedging.

WSiP is an educational publishing house established in 1945 in Warsaw as Panstwowe Zaklady Wydawnictw Szkolnych (PZWS). Since 2010, WSiP has been a portfolio company of the Advent International fund, and since 2010, it has been operating in new channels (Internet, mobile) focusing on facilitating learning and teaching in the era of digital education. In April 2016, WSiP acquired the Profi-Lingua Foreign Languages School, one of the biggest networks of language schools in Poland.

The Clifford Chance team was supervised by Partner Andrzej Stosio, and the transaction was led by Senior Associate Mateusz Chrusciak and Associate Pawel Dlugoborski. Counsel Grzegorz Abram provided advice concerning the redemption of bonds.

The Allen & Overy team was led by Partner Piotr Lesinski, supported by Senior Associates Michal Smolny, Renata Zak-Blazejczyk, Konrad Zawistowski, and Mateusz Chodosz.