Category: Poland

Gide Loyrette Nouel has advised the LDC Group company Drosed Holding S.A. on its acquisition of shares in Indykpol S.A. from Rolmex S.A. Dentons advised the seller.

According to Gide, a conditional agreement was signed for the sale on November 7, 2023. 

The French poultry producer LDC Group has been present in Polish market since 2000 according to Dentons, “when it acquired Drosed, a leading Polish poultry market player.” The firm added that “the transaction with Rolmex will enable the buyer to further consolidate and expand its business, while contributing to Indykpol’s plans of becoming a leader in the turkey industry in Europe.” 

The Gide team advising on the transaction included Partner Pawel Grzeskowiak, Counsel Dawid Van Kedzierski, Senior Associate Wojciech Czyzewski, and Associate Magdalena Zawislak. The deal is expected to be finalized in the first half of 2024 and is subject to the merger approval, with Gide’s Brussels-based Partner Rolline Skehan and Associate Rolline Skehan and Warsaw-based Associate Szymon Chwalinski advising on merger clearance.

The Dentons team was led by Partners Piotr Dulewicz and Pawel Grabowski and included Partner Cezary Przygodzki, and Associates Beata Blaz and Marcin Urbanski.

The landscape of cross-border reorganisations in Poland has undergone significant changes with the amendments to the Code of Commercial Companies, effective as of 15 September 2023. The revisions introduce a pivotal element – the requirement for a certificate of compliance with Polish law for cross-border reorganisations.

This certificate, to be issued by the competent registration court, is mandated for Polish companies engaging in cross-border reorganisations. The responsibility for application lies with the management board of the participating Polish company. Simultaneously, the registration court is obligated to forward a request to the Head of the National Fiscal Administration (KAS) for their opinion on the proposed reorganisation.

The Head of KAS will scrutinise the reorganisation to assess potential tax avoidance, abuse of tax law, and impediments to tax enforcement proceedings. The tax opinion will cover cross-border mergers, divisions, and conversions. The assessment aims to ensure compliance with relevant tax laws and regulations and examines the company’s liabilities to tax authorities or non-tax budget receivables of a public law nature.

To facilitate this evaluation, taxpayers must provide a comprehensive set of documents, including details of the entities involved, capital ties, MDR reporting, purposes and justifications for the activity, tax implications, and more. The Head of KAS has one month to issue their opinion, with a possible three-month extension in justified cases. The associated fee for the opinion is set at 50% of the minimum wage.

The opinion, or refusal to issue one, will be conveyed to the registry court, which will decide on the issuance of a certificate of compliance with domestic law. However, the Head of KAS reserves the right to refuse an opinion if there are suspicions of tax avoidance, law abuse, or outstanding tax arrears.

Taxpayers that are dissatisfied with the Head of KAS’s decision can appeal to the Provincial Administrative Court. The extensive analysis and document requirements, coupled with the potential for consultation with relevant authorities, suggest that the one-month deadline for the opinion may often be exceeded.

In light of these changes, practitioners anticipate a shift away from individual requests for binding tax law rulings to the Director of National Fiscal Information. The implications of this novel tax opinion system will be closely observed, with ongoing updates provided by our experts in our article published on 6 November 2023.

By Karolina Stawowska, Partner, Wolf Theiss, Wolf Theiss

Former Domanski Zakrzewski Palinka Partners Michal Czarnuch, Anna Partyka-Opiela, Marcin Pieklak, and Tomasz Kaczynski have joined Rymarz Zdort Maruta as Partners.

The announcement follows shortly after DZPs about its new Partner and Head of Life Sciences published today.

Czarnuch first joined DZP as a Senior Associate in 2013. He was promoted to Partner in 2016. He has also served as a Chairman of the Telemedicine Working Group Foundation between 2016 and 2020 and has been serving as a Board Member of the foundation since 2020.

Pieklak joined DZP in 2014 as an Associate and was promoted to Senior Associate in 2017 and to Partner in 2020. Before DZP, he was a Senior Expert – Drug Policy and Pharmacy Department with the Ministry of Health between 2011 and 2014.

Partyka-Opiela first joined DZP in 2012 as an Associate. In 2014 she was promoted to Senior Associate and made Partner in 2018. Before DZP, she was the Legal and Corporate Affairs Director of Jelfa SA/Sanitas Group between 2010 and 2012. Earlier, she was a Tax Advisor with Teva Pharmaceuticals Polska between 2007 and 2010.

Kaczynski had been with DZP since 2007, first joining the firm as a Senior Associate and making Partner in 2016. Before that, he was a Management Board Legal Advisor with Enecon Poland between 2005 and 2006. Earlier, he worked for the Mazovian Center of Public Health in Warsaw.

“The successive expansion of our client base and the extension of our law firm’s competencies to include further significant and market-leading practices is a key element of our market strategy, which we have consistently pursued since becoming an independent law firm,” commented Rymarz Zdort Maruta Managing Partner Pawel Zdort. 

Clifford Chance has advised Cookie Information on its merger with Piwik PRO. Tomczykowski Tomczykowska advised Piwik PRO.

Cookie Information is a consent management platform backed by Danish investment company Kirk Kapital.

Piwik PRO is a Poland-based developer of a privacy and data security-oriented web analytics platform.

The Clifford Chance team included Partner Wojciech Polz, Counsel Karol Kulhawik, Senior Associates Zuzanna Potoczna, Grzegorz Nowaczek, and Joanna Kaminska, Associate Michal Besciak, and Lawyers Adam Szyndler and Julia Piotrkowicz.

The Tomczykowski Tomczykowska team included Partners Karol Sowa and Bartlomiej Bialy, Managing Associate Aleksander Dyl, Senior Associates Michal Furgalski and Mateusz Walczak, and Associates Mateusz Kunecki and Oliwia Rudzinska.

Wardynski & Partners has advised Senacor Technologies on its acquisition of Finanteq. Tomczykowski Tomczykowska advised the sellers.

Senacor specializes in creating digital platforms for the banking, insurance, and automotive industries and the public sector in the DACH region. It supports clients in solution design, planning, software development, and management of large-scale transformation programs.

Finanteq is a software development company with a focus on mobile banking.

The Wardynski & Partners team included Partner Adam Pawlisz and Lawyers Aleksandra Drozdz, Monika Gorska, and Sandra Derdon.

Editor’s Note: After this article was published, Tomczykowski Tomczykowska announced its team included Partner Karol Sowa, Senior Associate Michal Furgalski, and Associate Mateusz Kunecki.

CK Legal has advised Answear.com on its PLN 29 million secondary public offering on the Warsaw Stock Exchange.

According to the firm, “Answear.com has successfully conducted an offering of series L shares exempt from the obligation to publish a prospectus and allocated all offered shares at the issue price set at PLN 29.” mBank was responsible for organizing and conducting the offering of shares.

Answear.com is an e-commerce store offering a selection of clothing, shoes, and accessories from over 700 global brands. It currently operates in 11 markets in CEE. According to CK Legal, the funds raised will be used to develop the company’s PRM brand, including expanding the product offer, opening and developing operations in new markets, and marketing expenses related to acquiring new customers and rebranding.

The CK Legal team included Founding Partner Wojciech Chabasiewicz, Head of Capital Markets Anita Gwozdz, Senior Associate Karolina Fieluba, and Junior Associate Elzbieta Konopelska-Bibro.

CMS has advised Bank Gospodarstwa Krajowego and Korporacja Ubezpieczen Kredytow Eksportowych on a EUR 23 million direct financing for the Treasury of the Republic of Rwanda for the purchase of a Poland-produced milk cooling system.

According to CMS, “the loan was granted under a sovereign finance structure, with the Rwandan Treasury as the borrower directly and Polish exporter Faspol as the beneficiary of the funds. The contract is strategically important for Rwanda’s socio-economic development, and its implementation will help reduce milk losses due to improper storage, and increase production capacity and access to dairy products.”

Faspol describes itself as one of the most modern stainless steel tank production plants in Europe.

Bank Gospodarstwa Krajowego is the state-owned Polish national development bank. Korporacja Ubezpieczen Kredytow Eksportowych is the Polish export credit agency.

The CMS team included Partner Michal Mezykowski and Counsel Artur Bednarski.

Editor’s Note: After this article was published, CMS informed CEE Legal Matters of its full team composition. It also included Senior Associate Kamila Singer, Associate Iwona Ciszynska, and Lawyer Michal Horelik. Additionally, the firm informed CEE Legal Matters that ENSafrica advised BGK on Rwandan legal matters.

Mateusz Madry has become the new Head of DZP’s Life Sciences practice and a Partner with the firm after recently re-joining the DZP team.

According to DZP, Madry focuses on pharmaceutical law, medical devices, and innovative technologies. He gained his experience at the Ministry of Health, the Office for the Registration of Medicinal Products, Medical Devices, and Biocidal Products, and the European Medicines Agency. His previous tenure at DZP lasted until 2020 when he left the firm as a Counsel. 

“Mateusz re-joining our team is an opportunity for a new beginning,” commented Managing Partner Krzysztof Zakrzewski. “It is very gratifying when, after years of accruing experience on the market, trusted people come back to us, ready to take on new challenges.”

White & Case has advised PKO Bank Hipoteczny on its PLN 750 million issuance of mortgage-covered bonds due November 2026.

This is the third issuance of PLN-denominated covered bonds under PKO Bank Hipoteczny’s EUR 4 billion international covered bond program in 2023. Erste Group and PKO Bank Polski were the joint bookrunners. The bonds are listed on the Luxembourg Stock Exchange and will be listed on the Warsaw Stock Exchange.

White & Case also advised on the previous two covered bond issuances by PKO Bank Hipoteczny in 2023, each with a value of PLN 500 million (as reported by CEE Legal Matters on July 4, 2023).

The White & Case team included Warsaw-based Partner Marcin Studniarek, Local Partner Bartosz Smardzewski, and Associate Michal Truszczynski, with further lawyers in Dubai and London.

White & Case has advised Poland’s Bank Gospodarstwa Krajowego on its USD 1 billion issuance of five-year 6.25% bonds guaranteed by the State Treasury of the Republic of Poland, with the proceeds earmarked for the Armed Forces Support Fund. Linklaters advised the joint lead managers.

The issuance was organized by a consortium including BNP Paribas, Citigroup, Commerzbank, JP Morgan, and Santander.

According to White & Case, this is BGK’s second issuance of bonds targeted at international investors, including US investors under Rule 144A of the US Securities Act, with the proceeds earmarked for its Armed Forces Support Fund. The bonds were issued under the Medium-Term Note Program established by BGK and updated on May 8, 2023, which allows the issuance of bonds targeted at qualified institutional buyers in the US. The Notes are listed on a regulated market operated by the Luxembourg Stock Exchange.

Bank Gospodarstwa Krajowego is a Polish national development bank owned by the state and operating under a dedicated bill of law to facilitate exports, issue governmental guarantees, and support housing.

White & Case and, reportedly, Linklaters also advised on BGK’s May 2023 issuance of ten-year bonds, with a total nominal value of USD 1.75 billion, guaranteed by the State Treasury of the Republic of Poland, and with proceeds earmarked for the COVID-19 Response Fund (as reported by CEE Legal Matters on June 1, 2023).

The White & Case team included Warsaw-based Partner Marcin Studniarek, Local Partner Bartosz Smardzewski, and Associate Dawid Ksiazek and lawyers from the firm’s London office.

The Linklaters team included lawyers in Warsaw and London.