Category: Poland

White & Case has advised Enea on the issuance of PLN 2 billion bonds with the rate of interest tied to ESG criteria.

The issuance is part of its PLN 5 billion bond issuance program, with Bank Pekao and PKO Bank Polski as the dealers.

Enea is a Polish energy producer whose services include the production, transmission, and sale of electricity. 

According to White & Case, “the bonds were offered to qualified investors through a non-prospectus public offering and will be introduced to trading on the Warsaw Stock Exchange’s alternative trading system. The bonds were registered with Poland’s National Depository for Securities.”

The Warsaw White & Case team included Partner Grzegorz Abram, Local Partner Pawel Zagorski, and Associates Roksana Kaluzna-Balazy, Michal Horelik, and Maciej Kujawa.

The development of the hydrogen economy has been recognised as one of the priorities for the implementation of the European Green Deal, the main goal of which is to achieve climate neutrality in Europe by 2050. Poland is Europe’s third-largest producer of hydrogen; however, its production is done exclusively with fossil fuels for companies’ own needs. The regulations currently in force in Poland do not provide adequate conditions for the effective implementation of the strategy for the development of the green (renewable) hydrogen market.

A draft amendment to the Energy Law was published on 27 May 2024 (the “Draft Amendment”), introducing regulations for the hydrogen sector. The main purpose of the Draft Amendment is to effectively implement the objectives of the EU Hydrogen Strategy and the Polish Hydrogen Strategy by 2030 with an outlook to 2040. Consequently, the Draft Amendment will set out a proper regulatory framework for the functioning of the renewable hydrogen market in Poland.

The Draft Amendment is planned for adoption in the second quarter of 2024. Below we present the most important changes that the Draft Amendment provides for.

Introduction of legal definitions related to the hydrogen market

The legislator opted out of introducing a general definition of hydrogen in the Draft Amendment. Instead, it introduces definitions for low-emission hydrogen, non-biological renewable hydrogen and renewable hydrogen. It is also planned that the quality parameters for hydrogen will be defined in a separate regulation implementing the Draft Amendment.

Currently, when defining the term “fuels”, the Polish Energy Law distinguishes between solid fuels, liquid fuels and gaseous fuels. The Draft Amendment introduces hydrogen as the fourth category of “fuel”.

In addition, the Draft Amendment includes definitions for hydrogen system operators, including a combined gas-hydrogen system operator, which will enable the use of gas assets for the development of hydrogen transmission infrastructure. The Draft Amendment also provides for the introduction of legal definitions relating to the interconnected hydrogen system, hydrogen transmission network, hydrogen distribution network, hydrogen system user, hydrogen transmission, hydrogen distribution and others.

The Amendment Draft introduces rules for the certification and designation of hydrogen system operators, the definition of their responsibilities and the rules for ownership unbundling.

Inclusion of cross-sectoral opportunities for hydrogen use

Crucially, the Draft Amendment introduces definitions of a hydrogen storage facility and a small hydrogen storage facility. The legislator sought to enable the storage of hydrogen in large quantities as well as for local use. A definition of energy storing is also included to allow for the development of storage facilities combining electricity storage and gaseous fuel storage.
It is also envisaged that regulations will be adopted for geographically limited hydrogen networks, which are intended to be the equivalent of direct lines. They will enable hydrogen to be transported within a given area by supplying hydrogen from generation facilities directly to the places of use.

Limited licence obligation for hydrogen activities

As the development of the hydrogen market is at the initial stage, the authors of the Draft Amendment propose to keep the production, transmission and distribution of hydrogen outside the scope of the obligation to have a licence. In the case of hydrogen transmission and distribution, a key part of the legal requirements and standards related to licences was included in the procedure for appointing an entity as the operator of the hydrogen system (transmission or distribution).

The Draft Amendment imposes an obligation to obtain a licence for hydrogen storage, except for local storage in small hydrogen storage facilities, and for hydrogen trading, except if the annual turnover does not exceed the equivalent of EUR 1m.

In addition, the Draft Amendment introduces the obligation for the hydrogen system operator to keep a register of hydrogen storage installations that are not small and that are connected to the hydrogen system.

Simplifications for entities investing in the development of the hydrogen system

The Draft Amendment introduces facilitations for the development of hydrogen purification facilities and hydrogen networks. According to the Act, hydrogen purification installations with a throughput of no more than 250 kg of hydrogen per day will only be implemented based on a notification of construction work and will not require a building permit.

Additionally, the Draft Amendment stipulates that the construction of hydrogen networks with an operating pressure of no more than 0.5 MPa will be possible without a building permit, only based on a notification of construction work.

The advantage of this solution from a formal legal perspective is that the building notification procedure is simpler compared to obtaining a building permit.

By Grzegorz Filipowicz, Partner, and Karina Krzoska, Associate, Schoenherr

Gessel has advised BNP Paribas and ING Bank Slaski on financing the modernization of Naleczow Zdroj group’s production facility at Drzewce.

According to the firm, “having expanded, modernized, and automated its production facility at Drzewce, complete with the purchase of a new water bottling line, Naleczow stands to benefit from greater operational efficiency, including in terms of energy savings.”

In addition to upgrading the production facility, “true to its heritage and business philosophy, the Naleczow Zdroj group has also renovated the historic Malachowski Palace in Naleczow,” Gessel reported.

The Gessel team included Partner Malgorzata Badowska, Counsel Klaudia Krawiec-Guz, and Associate Urszula Stachura.

The firm did not respond to our inquiry on the matter.

DLA Piper has advised the Aareal Bank on financing Star Capital Finance’s EUR 285 million acquisition of six shopping centers in Poland from the Cromwell Property Group.

The transaction included the Janki Shopping Center in Warsaw, Kometa Shopping Center in Torun, Korona Shopping Center in Wroclaw, Tulipan Shopping Center in Lodz, Ster Shopping Center in Szczecin, and Rondo Shopping Center in Bydgoszcz and was announced a week earlier, as reported by CEE Legal Matters on May 23, 2024.

According to DLA Piper, this is “the largest investment on the Polish real estate market this year, as well as the first Star Capital Finance transaction in Poland.”

The DLA Piper team was led by Partner Mariusz Hyla and included Partner Bartlomiej Palusiak, Senior Associate Anna Jarczok, Junior Associate Daniel Jakubiak, and Paralegal Krzysztof Chlebowski.

DLA Piper did not respond to our inquiry on the matter.

Editor’s Note: After this article was published, Dentons informed CEE Legal Matters that it advised Star Capital Finance. The firm’s team included Counsel Jakub Zienkiewicz and Associate Kamil Bator.

Greenberg Traurig has advised TMS Inwestycje on its acquisition of the 148-room Hotel Inn Resort Warszawa Jozefow from the Aquila Group. Drzewiecki Tomaszek advised the seller.

The Aquila Group is an investor and hotel operator and has managed the Holiday Inn Resort Warsaw Jozefow for the past 17 years.

According to Greenberg Traurig, the TMS Inwestycje group is a capital group operating in the area of the “broadly defined hotel services sector. The group comprises both companies managing real estate and running operational hotel activities in the group’s facilities.”

“The investment in Holiday Inn Resort Warsaw Jozefow is another step for the TMS Inwestycje group in implementing its strategy of building a portfolio of attractively located facilities and developing the group’s hotel operations,” GT reported.

The Greenberg Traurig team included Managing Partner Jolanta Nowakowska-Zimoch, Local Partner Justyna Szwech, Counsel Filip Janeczko, Associate Jakub Gajzler, and Junior Associates Hanna Zaboklicka and Justyna Kozik.

The Drzewiecki Tomaszek team included Managing Partner Zbigniew Drzewiecki, Partner Sabina Kubsik, Counsel Marcin Kasprzyk, and Associate Katarzyna Zajac.

A&O Shearman has advised BNP Paribas Bank Polska, mBank, Bank Pekao, PKO Bank Polski, and Citi on financing the American Heart of Poland. Dentons advised the borrower.

According to A&O Shearman, “amongst other things, the proceeds of the financing were used by the American Heart of Poland for the acquisition of Grupa Scanmed from Abris Capital Partners” (as reported by CEE Legal Matters on May 13, 2024).

According to Dentons, the PLN 1.57 billion facilities will be used to “finance potential acquisitions and organic growth of AHP Group. The financing also allows AHP Group to incur additional ‘second lien’ indebtedness and vendor loan subordinated debt.”

American Heart of Poland is a European medical group specializing in coordinated diagnosis, treatment, and rehabilitation of lifestyle diseases, providing care to 230,000 patients annually.

Scanmed is a medical operator in Poland, offering medical care in nearly 40 locations.

The A&O Shearman team included Partner Anna Madra, Senior Associate Maciej Wroniak, and Associate Alicja Rojan.

The Dentons team included Partners Tomasz Zwolinski and Mark Segall, Counsel Pawel Dlugoborski, Senior Associate Lukasz Blaszczak, and Associate Weronika Lakoma.

Noerr has advised SD Worx on its acquisition of small and medium-sized enterprise HR and payroll solutions provider TribePerk.

SD Worx is a European provider of HR solutions.

TribePerk is a Polish online platform designed to support SME owners in the field of HR.

According to Noerr, “through this acquisition, SD Worx is expanding its go-to-market to Polish SMEs and strengthening its position on the Polish market.”

The Noerr team included Associated Partners Renata Patoka and Karol Kicun, Senior Associates Agnieszka Besiekierska, Jerzy Kapitanczuk, Maciej Gorgol, and Bartosz Ostrowski, and Associate Ada Zahorodna.

Noerr did not respond to our inquiry on the matter.

Gide has advised Redkom Development on the forward sale of a retail park in Bielsko-Biala to Newgate Investment. CMS advised Newgate Investment. Dabrowski & Partners reportedly advised Redkom Development as well.

According to Gide, “the retail park is currently under development by Redkom. Once completed, it will deliver 17,000 square meters of gross leasable area to the retail market and will be a top-notch, leading park in the region.”

Redkom Development specializes in retail parks and industrial and logistics facilities.

Newgate Investment is an investment platform offering investors solutions in European commercial real estate markets.

The Gide team included Partner Blazej Czwarnok, Counsel Rafal Osetek, and Associates Aleksandra Kobylinska and Michal Wisniewski.

The CMS team included Partner Dominik Rafalko, Senior Associate Zuzanna Bafia, Lawyers Aleksandra Sadownik, Michal Gruza, and Marika Brokos, and Associates Maciej Liberacki, Anna Mikolajewska-Jelitto, and Mateusz Rojek.

CK Legal Chabasiewicz Kowalska has advised PragmaGO on the issuance of series EUR1 bonds with a total nominal value of EUR 3.5 million.

The bonds are listed on the Catalyst market operated by the Warsaw Stock Exchange.

PragmaGo is a non-bank financial institution in Poland specializing in providing online financing in the form of factoring and loans to the SME segment.

Earlier this year, CK Legal advised PragmaGo on its PLN 25 million C3 bonds issuance (reported by CEE Legal Matters on April 2, 2024), on its PLN 25 million issuance of series C2 bonds (reported by CEE Legal Matters on February 1, 2024) as well as on its acquisition of single invoice financing market company Monevia (reported by CEE Legal Matters on February 13, 2024).

The CK Legal team included Founding Partner Wojciech Chabasiewicz and Head of Capital Markets Anita Gwozdz.

DWF has advised CDRL on the process of obtaining compensation from a direct investment insurance contract in Belarus worth PLN 18 million.

CDRL is a Polish company comprised of the following brands: Coccodrillo, Lemon Explore, Broel, and Petit Bijou.

According to DWF, “the investment of acquiring shares in the Belarusian company DPM provided good prospects until the Belarusian authorities took steps preventing its profitable operation and causing the company to lose any value. Insurance of the investment protected CDRL from the negative consequences of this event.”

The DWF team included Managing Partner Michal Pawlowski.