Category: Ukraine

Aequo has advised Agroprosperis Bank, the Ukrainian asset of the private equity fund managed by NCH Capital (USA) focused on providing professional financing solutions to Ukrainian agricultural producers, on an additional shares issue in the course of an increase of the registered capital up to UAH 210 million.

According to Aequo, “having successfully completed the capitalization procedure, Agroprosperis Bank fulfilled the legislative requirement as to mandatory increase of banks’ registered capitals up to 200 million by 11 July 2017.”

The additional funds raised by the bank from its shareholder will be used to support the bank’s liquidity and lending to agricultural producers.

Aequo acted as a sole legal adviser to Agroprosperis Bank and its shareholder on the matter. The scope of the firm’s assignment included drafting and negotiating all project-related documentation, preparing filings, and supporting all registration/approval procedures with the National Bank of Ukraine and the National Securities and Stock Market Commission, as well as advising on legal matters of the shares issue procedure throughout the project.

The firm’s team was led was supervised by Partner Yulia Kyrpa and led by Of Counsel Maryna Fedorenko, working in cooperation with the in-house lawyers of Agroprosperis Bank.

Eterna Law has announced the establishment of a public procurement practice, which it describes as “the first practice of its kind in the Ukrainian legal market.”

According to Eterna Law, “our firm will advise bidders at every stage — we will help clients with the preparation of their bids and navigate them throughout the tender process. In addition, Eterna Law will provide continuous legal support to public procurement divisions and give individual assistance with following a specific procedure.”

Senior Associate Artem Kuzmenko will head the practice. 

Avellum has advised longstanding client Kernel Holding S.A. on its USD 43.3 million cash acquisition of 100% of shares in an unnamed farming business that, according to the firm, manages over 170,000 tons of grain storage capacity and over 27,500 hectares of leasehold farmland. 

According to Avellum, “Kernel is the largest Ukraine-based diversified agribusiness company in the Black Sea region with a share listing on the Warsaw Stock Exchange. It is also a leading exporter of, among other products, sunflower oil and grains.”

Previously, Avellum advised Kernel on the acquisition of 100% of shares in a large-scale farming business managing over 190,000 hectares of leasehold farmland and approximately 200,000 tons of grain storage capacity (as reported by CEE Legal Matters on June 15, 2017), and on its debut USD 500 million Eurobond issue — the first successful corporate eurobond offering from Ukraine since 2013 (as reported by CEE Legal Matters on February 3, 2017).

The Avellum team on this most recent acquisition was supervised by Managing Partner Mykola Stetsenko and led by Counsel Yuriy Nechayev, with support from Associates Andriy Romanchuk, Andriy Gumenchuk, and Dmytro Symbiryov.

The identity of the sellers was not disclosed.

AGA Partners has successfully defended Ukrlandfarming’s interests in The Federation of Oils, Seeds and Fats Associations Ltd (FOSFA) arbitration.

The dispute involved, AGA Partners reports, an unspecified Dutch companies claim to USD 8.5 million in damages resulting from Ukrlandfarming’s delivery of agricultural products of “allegedly improper quality.”

According to AGA Partners, “to the joy of our clients, a large Ukrainian agricultural holding, the arbitrators refused the claim in full. The last nail was the recognition of all counter claims of our client and compensation for legal and expert expenses.”

Irina Moroz, Partner at AGA Partners, described the main ingredients of her team’s success: “Everything is quite simple. Study seven volumes of the complainant’s claims. Pore over the EU directives for a long time. Look for gaps and weaknesses in claims. Apply the English law doctrines of satisfactory quality, fitness for purposes, quality final, etc. Add a dozen of expert opinions. Cook it for three years, let it brew, add arguments to taste. And voilà, the FOSFA tribunal meets our claim in the first instance.”

In a comment to CEE Legal Matters, Moroz elaborated: “This case has fundamental importance to the interpretation of EU Regulations on quality standards applied to agricultural commodities exporting from non-EU member countries. A huge difference exists between EU quality standards and domestic legislation of non-EU countries that indeed require unification and consolidation. However, at the date we remain where we are. The application of EU quality standards gave rise to long-lasting and complicated dispute between the parties.

After analyzing dozens of Regulations, hundreds of pages of evidence, and making consultations with commodities experts we put together strong arguments and convinced the Tribunal that clear words should be used to apply EU quality standards and expand the limits of seller’s responsibility.

This case is good lesson for traders who pay no attention to quality clauses agreed in sale contracts that very often refer to EU quality standards. Beware of responsibility and consequences you undertake under such clauses!

It is also important signal to buyers who indeed always want receive high quality products, that could be achieved only with correct wording of quality clauses.”

Avellum has advised the shareholders of the Karavan Hypermarket chain on their sale of the company to the Auchan Group. Sayenko Kharenko reportedly advised the buyers on the transaction, which remains subject to approval by the Antimonopoly Committee of Ukraine.

The Auchan Group operates 11 hypermarkets in the Ukrainian cities of Kyiv, Lviv, Odesa, Zaporizhzhia, and Kryvyi Rih, as well as engaging in e-сommerce in Kyiv and the region. In Ukraine, the Auchan Group employs over 3,600 people.

The Karavan Hypermarket chain operates nine stores with total area of over 58,000 square meters located in Kyiv, Kharkiv, Dnipro, Chernivtsi, and Zhytomyr. It employs approximately 3,300 employees.

The Avellum team was led by Counsel Yuriy Nechayev, supported by Associates Yuriy Zaremba, Dmytro Tkachuk, and Ilhar Hakhramanov, all working under the general supervision of Managing Partner Mykola Stetsenko.

Editor’s Note: On September 19, 2017, CEE Legal Matters was informed by Avellum that “on 20 July 2017 the Antimonopoly Committee of Ukraine granted a merger control clearance for the acquisition of Karavan hypermarket chain by Auchan Group. The acquisition was completed on 5 September 2017.”

Subsequently, Sayenko Kharenko confirmed that it had advised the Auchan Group on the deal, with a team led by Counsel Oleksandr Nikolaichyk and including Associates Andriy Zhupanyn, Oksana Andronyk, Mykhailo Grynyshyn, Daryna Dashkevych, Anastasiia Pavlovska, Aida Karagezian, Tetiana Tanchyn, Glib Bukharin, and Zarina Khalimon. The team worked under the general supervision of Partner Vladimir Sayenko.

Aequo has announced the launch of AEQUO Friends — what the firm calls “the first of a kind outsourcing platform of Ukrainian law firm.”

According to Aequo, “the project is aimed at cooperating with experts, in particular notaries, translators, other contractors, as well as at providing internship for law students in an innovative format. The key objective of this innovative platform is to react promptly to unplanned increase in work volumes, to enhance business processes, to improve the client care experience, as well as to build an effective talent pool and to ensure effective outstaffing of lawyers for clients in the future.”

Furthermore, according to Aequo, “law students of Ukrainian universities from all over the country will be the first to benefit from the project. Aequo opens the first internship program in a new innovative format for young talents who successfully pass the pre-selection. Students will interact with mentors through a platform by receiving assignments and feedback online. Herewith, a student will be able to choose assignments by type of work and practice that will help to make the right career choice, gain experience while working on landmark projects and become a member of AEQUO Friends community. Such collaboration offers an opportunity for students to continue their studies in comfort mode and arrange their internship most efficiently.”

The application form is located on the platform’s website — friends.aequo.ua — and the deadline for applications is September 10, 2017. The launch of the internship will take place that month as well.

“Aequo Friends project is a completely new format of work in a law firm and is a part of Aequo’s innovative strategy,” commented Aequo Partner Anna Babych. “This outsourcing platform fundamentally changes the idea of the traditional approach to work with contractors and student internship and responds to current time requests.”

Avellum has advised Saggarco Ltd on the acquisition of a 99.91% stake in PJSC Marfin Bank from Cyprus Popular Bank Public Co Ltd (“CPB”). DLA Piper reportedly advised the sellers on the deal.

According to Avellum, “CPB, through its subsidiaries, provides banking and financial services to individual and corporate customers in Cyprus, Greece, and internationally. It operates under the regulation and supervision of the Central Bank of Cyprus.” The firm also reports that, “Marfin Bank provides full range of banking operations. It covers the main cities of Ukraine and renders services to over 11,000 companies and more than 200,000 individuals.”

The Avellum team was led by Managing Partner Mykola Stetsenko and Associate Yuriy Zaremba, with support from Senior Associate Yaroslav Medviedev and Associates Anton Arkhypov, Andrii Gumenchuk, Andriy Romanchuk, Olga Tersina, and Dmytro Tkachuk.

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

Dmytro Savchuk has joined the Board of Partners of Lavrynovych & Partners as an Associate Partner, and will be responsible for the areas of competition and tax law, real estate, and agribusiness.

Savchuk has worked for Lavrynovych & Partners  since 2010. According to the firm, “he has extensive experience in many areas, namely in structuring international business, domestic and international tax, antitrust law, land law, as well as real estate. He also distinguished himself in the field of investments and securities.”                          

In addition, according to Lavrynovych & Partners, “besides his significant professional achievements at [the firm], Dmytro contributed to drafting of the bill on removal of regulatory barriers to the development of public-private partnership in Ukraine and encouragement of investment within the framework of Public-Private Partnership Program by the USAID in 2014-2015.”

Savchuk is a graduate of the Vadym Hetman Kyiv National Economic University.

The Antika Law Firm has advised Ghelamco Group on the June 16, 2017 sale of the 30,000+ square meter Kopylov Logistics Park to Ukrainian retailer ATB. The logistics park is located in the village of Kopylov, in the Makarov District of the Kyiv region of Ukraine.

The Antika team was led by Partner Alexander Burtovoy, supported by Managing Partner Alexey Kot. Partner Maxim Korchagin focused on the termination of agreements with the tenants. Senior Associates Alexander Tretiakov, Alexandra Fedorenko, and Vasiliy Sheretko, and Associate Inna Koval, were also on the team.

Baker McKenzie’s Kyiv office has advised the International Finance Corporation, on its provision of an eight-year loan worth around UAH 400 million (about USD 15 million) to Auchan Retail to finance the food retail chain’s long-term investments in Ukraine.

Baker McKenzie’s team was led by Kyiv Managing Partner Serhiy Chorny, with input from Senior Associate Dmytro Orendarets and Associate Ganna Smyrnova. Commenting on the transaction, Chorny said: “We’re honored to provide legal support to IFC in this milestone transaction which ultimately will foster growth of Ukraine’s retail sector and create new jobs.”