Category: Poland

Wardynski & Partners, working with Goodwin Procter, has advised TA Associates and Warburg Pincus on their acquisition of a majority stake in the Epassi Group from Bregal Milestone. Vinge and Krogerus advised TA Associates on Swedish and Finnish matters, respectively.

Founded in Helsinki in 2007, Epassi is a provider of digital employee benefits with a significant presence in the Nordics, Italy, and the UK.

Bregal Milestone is a UK-based growth capital firm focused on providing capital and strategic assistance to technology companies.

Warburg Pincus is a private equity firm headquartered in New York and a growth investor with more than USD 83 billion in assets under management.

TA Associates is a US-based private equity firm founded in 1968. It focuses on buyouts and minority recapitalizations of profitable growth companies.

The Wardynski & Partners team was led by Partner Adam Pawlisz and included Partners Magdalena Switajska, Monika Gorska, and Krzysztof Wojdylo, Lawyers Anna Olejniczak-Michalska, Monika Lutomirska, Iga Malobccka-Szwast, Marcin Rzysko, Kacper Czubacki, and Ewa Winiarz, and Trainees Grzegorz Wojnar and Natalia Galazka.

Gift cards have become more and more popular. They are bought as presents and some shops have a return policy where items bought physically can be exchanged only for a gift card of the equivalent amount. Are gift cards therefore to be regarded as money in Poland? If so, are the issuers required to obtain authorisation as a payment or electronic money institution?

Money or not?

Under the Polish Act on Payment Services, gift cards generally should be classified as electronic money. Thus, the issuance of such cards is an issuance of e-money. Gift cards have an electronically stored monetary value. They typically contain an identifier that can be attached to them, such as a barcode, magnetic stripe or encoded chip, with an ascribed monetary value. However, if the monetary value is stored on an instrument that can only be used to a limited extent, the “limited networks exclusion” can apply and gift card issuers do not need to be licensed as an e-money issuer.

Limited network exclusion

To qualify for this exclusion, the payment instruments should meet, among others, one of the following conditions: (i) it should allow the holder to acquire goods or services only in the premises of the issuer or within a limited network of entities having a direct commercial contract with an issuer (limited network of entities); (ii) it may be used only to acquire a very limited range of goods or services (limited range of products).

Limited network of entities

A limited network of entities is assumed when the number of companies accepting certain gift cards remains limited. The Polish Financial Supervision Authority (“PFSA”) issued a statement on Limited Networks dated 1 June 2022 (the “PFSA’s Statement”), introducing the European Bank Authority’s guidelines on the Limited Network Exclusion under PSD2, EBA/GL/2022/02 (“EBA Guidelines”), which provides for additional indicators that need to be considered, such as the specific geographic area for the provision of goods and services, the maximum amount to be credited to the payment instruments, the maximum number of payment instruments to be issued, and the volume and value of payment transactions to be carried out with the payment instruments annually.

Limited range of products

To qualify for the exception of limited range of products, there should be a functional connection between the goods/services that can be acquired and the payment instrument. The intended use of the payment instrument is the decisive criterion according to the EBA Guidelines. The total number of the goods/services that can be purchased with the payment instrument is less important than a specifically defined and limited scope of groups of closely related goods/services. This could apply if the gift cards can only be used to purchase a definite range of goods, such as cosmetics, beverages or shoes.

Scope of exclusion

The issuance of gift cards does not have to be notified to the PFSA. However, the notification obligation arises if the total value of payment transactions using the gift cards exceeds EUR 1m for any given period shorter than 12 months. A notification needs to be filed separately for each limited network.

Conclusion

Legislation that provides for a limited network exclusion should be viewed positively. It is a facility for both customers and companies, since if the requirements are met, gift cards can be redeemed in a specified chain of shops in any European country. Nevertheless, the application of this exclusion should be considered case by case based on commercial, operational and marketing factors.

By Paula Weronika Kapica, Attorney at Law, and Aleksandra Golawska, Associate, Schoenherr

Allen & Overy has advised MS Galleon on its EUR 440 million investment loan facility from Bank Gospodarstwa Krajowego and the related Barlinek company on a EUR 100 million general loan facility provided by BGK, Bank Pekao, and PKO Bank Polski. Norton Rose Fulbright reportedly advised the banks.

MS Galleon is a privately owned holding company with its headquarters in Vienna, Austria.

The Barlinek Group is a manufacturer of layered wood floors exported to more than 70 countries on six continents. Barlinek has three production plants in Poland, Ukraine, and Romania.

The Allen & Overy team included Partner Tomasz Kawczynski, Senior Associate Artur Rutkowski, Associates Weronika Mielnicka, Maria Korba, and Olga Mrowiec, and Trainee Jakub Roszyk.

Editor’s Note: After this article was published, Integrites announced it had advised the syndicate of banks including BGK, PKO Bank Polski, and Bank Pekao on the EUR 440 million senior secured facility and EUR 100 million super senior revolving credit facility for the Barlinek Group. The firm’s team included Partner Igor Krasovskiy, Counsel Olena Savchuk, and Senior Associate Yuriy Korchev.

Allen & Overy has represented the Stock Spirits Group in merger control proceedings before the Polish Competition Authority for the acquisition of Polmos Bielsko-Niala.

According to Allen & Overy, “the transaction combines Stock Spirits Poland, an established producer of spirits and liqueurs, with Polmos Bielsko-Biala, a recognized manufacturer of alcohols in Poland with 200 years of heritage.”

The initial transaction was announced in the summer of 2022 (as reported by CEE Legal Matters on August 2, 2022).

The Allen & Overy team included Partner Marta Sendrowicz, Senior Associates Olga Wisniewska-Lukasiuk and Aleksander Braksator, and Associate Edyta Stopyra.

Pawel Mruk-Zawirski and Lukasz Walczyna have taken over the leadership of the Financial Regulatory practice and the Debt Capital Markets practice, respectively, in Allen & Overy’s Warsaw office.

According to the firm, Mruk-Zawirski has “extensive experience covering financial regulatory matters, including in the area of compliance, launching new products, and administrative proceedings before regulators.” He joined Allen & Overy in 2007 and has been with the firm since.

According to Allen & Overy, Walczyna has “extensive experience in international and domestic capital market transactions and advises on the full range of debt transactions.” Walczyna too joined Allen & Overy in 2007, as a Junior Associate. He became an Associate in 2009, a Senior Associate in 2012, and a Counsel in 2018.

“The appointments of Pawel and Lukasz will help us deliver outstanding service and solutions to our clients in this fast-paced and challenging market,” Allen & Overy CEE Regional Managing Partner Arkadiusz Pedzich commented.

Former Alto Partner Piotr Orczykowski has joined DZP Domanski Zakrzewski Palinka as a Partner alongside a five-person team.

According to DZP, Orczykowski will “enhance the Capital Markets & Financial Institutions practice’s expertise in providing regulatory and transaction advice to investment fund market participants, alternative investment companies, and depositaries.”

Before joining DZP, Orczykowski spent almost seven years as a Partner with Alto. Before that, he spent five years as Head of Legal with Ipopema TFI and, earlier, nearly three years with the Polish Financial Supervision Authority.

“Piotr and his people are renowned experts in serving capital market institutions,” DZP Partner and Head of the Capital Markets & Financial Institutions practice Andrzej Foltyn said. “They will bring invaluable experience and knowledge to enable us to offer clients a comprehensive range of services at the highest level. Piotr’s energy and dynamism is also a great fit for our team.”

Along with Orczykowski, DZP is also joined by Lawyers Joanna Rog-Dyrda, Tomasz Jablonski, Karol Herbut, Katarzyna Kraciuk, and Paulina Matynia.

“We are delighted that Piotr and his team have decided to join our law firm,” DZP Managing Partner Krzysztof Zakrzewski added. “I am confident that this will benefit our clients and those who already know Piotr’s team well and contribute to the consistent development of our law firm’s services.”

DWF has announced that former Mostostal Warszawa Legal Department Director Marcin Bisikiewicz will soon be joining the firm’s Dispute Resolution and Arbitration department in Poland as a Partner.

According to the firm, Bisikiewicz’s career path has led him through the legal departments of market-leading construction companies, most recently as a General Counsel. His practice focuses on advising on construction investment disputes; advising construction contractors, including on public procurement law; administrative proceedings; and advising in restructuring and bankruptcy proceedings.

Bisikiewicz joins DWF after spending three years as Mostostal Warszawa’s GC. Before that, he spent 11 years as a Legal Adviser and Board Member with different companies belonging to Strabag SE, between 2010 and 2020. Earlier, he was a Lawyer with PPL Polish Airports for almost four years, between 2006 and 2010, and spent another stint with Strabag as a Legal Counsel.

“Construction dispute resolution is a very strong area of practice at DWF Poland,” Managing Partner Michal Pawlowski commented. “We are very pleased to have attracted such a talented and market-renowned expert, who combines legal expertise with business knowledge gained from years of working for leading construction companies.”

“Marcin’s addition to our team will allow us to offer companies from the construction sector strategic legal advice underpinned by his many years of industry leadership experience,” Senior Partner heading the Dispute Resolution and Arbitration department Maciej Jamka added. “The unique combination of the experience of an external market-leading law firm with an in-house perspective will make up our unique offering to clients from the construction sector.”

Originally reported by CEE In-House Matters.

Former Path Law Hatylak Kielian i Wspolnicy Partners Tomasz Hatylak, Sergiusz Kielian, and Dominika Mizielinska have joined Baker Tilly Legal Poland in September 2023 together with their 12-member team.

According to Baker Tilly, the 15-member team of experts specializes in advising wealthy individual and corporate clients, Corporate/M&A advisory, and support in the area of investment funds and capital markets, and will join the firm’s Warsaw office. “Integrating legal and tax advice for private clients is a way to meet the high expectations of a demanding clientele and an element of competitive advantage in the professional services market,” Baker Tilly announced.

Path Law Hatylak Kielian and Partners was itself the product of a December 2021 merger between Path Augustyniak Hatylak and Partners and Kielian and Partners (as reported by CEE Legal Matters on January 25, 2022).

Hatylak is a private wealth lawyer who spent almost eight years as a Founding Partner with Path Law. Before that, he spent a year and a half heading his own practice. Earlier, he spent six years as a Senior Associate with Squire Sanders Swiecicki Krzesniak, between 2008 and 2014, and another six with Tokarczuk Jedrzejczyk i Wspolnicy in the same position. He started his career with Dewey Ballantine Grzesiak in 2001.

Kielian is a transactional and business lawyer focusing on M&A, PE, and VC transactions. He spent almost two years with Path Law, having joined them in late 2021. Before that, he spent nine years heading Kielian & Partners, between 2013 and 2021. Earlier, he spent over 12 years with Gide, where he made Senior Associate.

Mizielinska advises on corporate and corporate finance transactions including takeovers and corporate restructuring. She spent almost seven years as a Partner with Path Law, between 2017 and 2023. Earlier, she had spent another seven with K&L Gates Jamka, as an Of Counsel, following a 15-year period with Hogan & Hartson Jamka, where she made Senior Associate. She started out with Beata Gessel Radca Prawny in 1994 as a Junior Lawyer.

“We want our clients’ problems to be solved comprehensively, professionally, and in every dimension necessary from their point of view,” Baker Tilly Legal Poland Managing Partner Grzegorz Gajda commented. “The expansion of our team, and thus the service portfolio of our law firm, will make this fully possible. I am very much looking forward to this cooperation, congratulate my colleagues and wish them good luck.”

White & Case has advised arranger and dealer mBank on Archicom’s M7/2023 series bond issuance under the real estate developer’s up to PLN 350 million bond issuance program.

Archicom is a Polish residential developer established in 1986 and listed on the Warsaw Stock Exchange.

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

The White & Case team included Partner Grzegorz Abram, Local Partner Pawel Zagorski, and Associates Kinga Duszyk and Maciej Kujawa.

Clifford Chance has advised AHP Investments on the sale of a majority stake in the American Heart of Poland medical network to Gruppo San Donato in partnership with GKSD. Dentons advised the target. Rymarz Zdort Maruta advised the buyers.

American Heart of Poland is an independent provider of cardiovascular care in Poland and the region, with over 20 medical centers including multi-profile hospitals, cardiology, cardiac surgery, and vascular surgery departments, outpatient clinics, diagnostic laboratories and diagnostic imaging laboratories, and a research center.

Gruppo San Donato is an Italian private healthcare group. GKSD is a joint venture between GK Investment Holding and Gruppo San Donato.

The Clifford Chance team included Managing Partner Agnieszka Janicka, Counsels Tomasz Derda and Iwona Terlecka, Senior Associates Tomasz Szekalski, Aleksandra Wlaszczuk, Arkadiusz Walkowicz, Joanna Satkiewicz, Oliwia Hutnik, Aleksandra Ulatowska, and Mateusz Chmura, Attorney Natalia Hartung, Lawyers Krzysztof Regucki, Marcin Waszynski, Nikoletta Koziol, Krzysztof Burda, Marta Marzysz, Adam Szyndler, Mariusz Wisniewski, Maria Janiak, Julia Piotrkowicz, Agnieszka Dobrzeniecka, Francesco Straface, and Donato Macovez, and Associate Katarzyna Kuchta.

The Dentons team included Partner Pawel Grabowski, Senior Associate Bartosz Juszczak, and Associate Justyna Obniska.

The Rymarz Zdort Maruta team included Managing Partner Pawel Zdort, Partners Iwona Her and Bartosz Romanowski, Counsel Irmina Watly, Senior Associates Malgorzata Derus and Aleksandra Kabac, and Associates Szymon Rutecki, Jakub Wilk, and Justyna Niezgoda.