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Sorainen has been chosen by a consortium consisting of Ramboll and CORIT Advisory to perform a study in the Baltic States on behalf of the European Commission on Aggressive Tax Planning.

This task is part of an EU-wide study by the European Commission aimed at analyzing the existing tax laws and identifying the potential aggressive tax-planning opportunities in the EU, with the aim of combatting tax evasion, tax fraud, and aggressive tax planning. 

According to a Sorainen press release, “the Ministries of Finance in each of the Baltic States had an opportunity to review and comment on Sorainen’s work, and identified no material comments to be added.”

The Pan-Baltic Sorainen team was led by Latvian Partner Janis Taukacs and included Latvian Senior Associates Aija Lasmane, Estonian Senior Associate Tanel Molok, and Lithuanian Senior Associate Saule Dagilyte.

CMS has provided legal advice on the IPO of Inpost SA — a member of the Integer.pl group, and the largest independent postal operator in Poland — to managers IPOPEMA Securities S.A., Wood & Company Financial Services, and Alior Bank S.A. Brokerage House. The Latala i Wspolnicy law firm advised Inpost and the Interget.pl Group.

The offer of existing shares was worth over PLN 121 million (approximately EUR 25.5 million). The Integer.pl SA Group will use proceeds from the sale of the shares to further develop its network of parcel machines.

InPost’s IPO involved the sale of 4.85 million shares previously held by Integer.pl, of which 17.4% went to individual investors and 20% to the European Bank for Reconstruction and Development. The share price was set at PLN 25. 

The IPO, which took place today, represents one of the largest public offerings carried out at the Warsaw Stock Exchange in 2015.

InPost’s IPO is the first public offering prepared by the recently-expanded CMS team consisting of Partner Michal Pawlowski, Of Counsel Rafal Wozniak, and Lawyer Magdalena Trzepizur, all of whom joined the firm last month (reported on by CEE Legal Matters on September 2, 2015).

“Recently we have seen growing interest in IPOs from other companies,” said Pawlowski. “The success of InPost’s IPO is an important factor when they make decisions about the direction of their development. InPost’s success may be a strong argument for the development via the stock exchange.” His colleague, Rafal Wozniak, agreed, saying, “This transaction proves that good companies may debut on the Warsaw Stock Exchange successfully, even in difficult times for the capital markets.”

The Latala i Wspolnicy team consisted of Managing Partner Wieslaw Latala and Partner Pawel Duda.

Kirill Trukhanov, the Vegas Lex Head of Litigation, has been made a partner by the firm.

Trukhanov specializes in commercial disputes in courts across the Russian Federation and in international arbitration cases, and Vegas Lex describes him as “an expert in combating corporate fraud.” He obtained his law degree from Chelyabinsk State University, and the obtained a Master’s from the Russian School of Private Law in 2008. He subsequently also obtained an LL.M. from Queen Mary University of London, and he joined Vegas Lex in October 2009.

“I am grateful to the Board of Partners for their confidence,” commented Trukhanov. “For me, this is not just a huge responsibility, but also a unique opportunity to contribute to the company’s further development.”

“For more than six years Mr. Trukhanov has been a valuable asset in our team, and it has been a pleasure working with him,” said Vegas Lex Managing Partner Alexander Sitnikov. “We have successfully implemented projects that contributed to the development of Russian law enforcement – such as banking sector disputes, including the Supreme Commercial Court’s case decisions on bank guarantees, a major restructuring of the private pension fund that involved disputes on trust management of pension reserves, the recovery of corporate control over the assets of an oil company, and many others. He has earned the confidence of Russian and foreign clients by demonstrating professionalism and originality of thought in solving complex problems, and will continue to defend our clients’ legal interests in his new status.”

Drakopoulos has advised Bluehouse Capital, a private equity real estate investment management firm focused on Emerging Europe, on the sale of the Victoria Center Office Development, an A+ class building in Bucharest, Romania, to the German real estate fund GLL Partners. Dentons advised GLL on the deal, which was completed at the end of September 2015, and involved a sale price of approximately EUR 27 million.

According to Drakopoulos, “The transaction required cross border and multidisciplinary experience in a wide spectrum of areas, as well as careful structuring in order to ensure compliance with Romanian and Cypriot provisions with special attention to corporate, real estate, and taxation matters.”

Bluehouse Capital has been active in recent months, during which time it has sold three shopping centers in the Czech Republic to NOVA Real Estate (reported on by CEE Legal Matters on October 7, 2015), sold the Infopark E office building in Budapest to Diofa Asset Management (reported on by CEE Legal Matters on August 21, 2015), acquired — as part of a joint venture with REINO Partners — the Alchemia I office building in Gdansk (reported on by CEE Legal Matters on August 13, 2015), and — also with REINO Partners — acquired the Malta House office complex in Poznan (reported on by CEE Legal Matters on August 6, 2015).

Image Source: gll-partners.com

Dentons has advised Skanska Property Poland on its sale of office buildings in Krakow and Katowice to a fund managed by the Swedish fund manager Niam. Linklaters advised Niam on the deal. Skanska describes the deal — involving Niam’s acquisition of the Kapelanka 42 A and Axis office buildings in Krakow and buildings A and B of the Silesia Business Park complex in Katowice — as “the largest sales transaction conducted this year in the CEE office market” and the company’s largest CEE transaction ever.

Skanska Property Poland put the four buildings — with a total area of 63,000 square meters — up for sale in March, 2015. 

According to Johan Bergman, CEO of Niam, “Niam is happy to acquire a portfolio of A-class buildings with a strong tenant mix from the leading developer in the region.” 

“The portfolio sale of the Axis and Kapelanka 42 buildings and the two buildings in the Silesia Business Park is the most spectacular transaction in the history of our company in Central Eastern Europe,” said Katarzyna Zawodna, President of Skanska Property Poland. “For the first time we took the decision to sell a portfolio of projects, and it has proved to be a very good move. With mutual trust, partnership and professional approach of Niam and our advisors, we were able to efficiently complete the transaction. The sale clearly shows that investors are interested in high-quality buildings in regional markets, which are a great investment product. We believe in these markets and we will continue to invest there.”

Kapelanka 42 was Skanska Property Poland’s first investment in Krakow. Building A, with a total gross leasable area of 18,000 square meters, was put into operation in the third quarter of 2014 and is almost fully let. The building has attained LEED Gold certification.

Axis was Skanska’s second office project in Krakow. It is expected to be completed in the fourth quarter of 2016. The building offers 21,000 square meters of total gross leasable area and is nearly 50% let. ABB has signed a contract to lease 10,000 square meters of the building.

The Silesia Business Park was Skanska Property Poland’s first project in Katowice. The — as yet unfinished — office complex will consist of four buildings with a gross leasable area of 12,000 square meters each. Building A had its official opening in February 2015 and is already 80% let. In September, the building obtained LEED Gold certification. Building B will be put into operation in the second half of October 2015, and is already 50% leased.

Skanska Property Poland was supported in the sales process by the CBRE and Colliers International consulting firms. The Dentons team providing legal advice was led by Partner Pawel Debowski, the Chairman of the firm’s European Real Estate Group, supported by Counsel Bartlomiej Kordeczka and Associate Anna Kopytowska. 

The Linklaters team advising Niam was led by Warsaw-based Counsel Rafal Zboch.

Asters Advises on Ukrainian Merger Control Aspects of Actavis Acquisition of Allergan.

Asters has provided legal advice on Ukrainian merger control matters related to Actavis’s March 2015 acquisition of control over Allergan, Inc., including the obtaining of clearance from the Antimonopoly Committee of Ukraine.

Following the USD 70.5 billion acquisition, Actavis announced that the company has adopted Allergan as its new global name. The combination of Allergan and Actavis —  at the time of the acquisition, the company predicted combined revenues of more than USD 23 billion in 2015 alone— created one of the world’s top 10 pharmaceutical companies by revenue.

Asters’ team included Partner Igor Svechkar and Associate Sergiy Glushchenko.

The bpv Jadi Nemeth firm in Hungary has represented ALD Automotive Hungary in its successful application for Competition Authority approval of the company’s acquisition of K&H’s motor vehicle operative leasing portfolio.

According to bpv Jadi Nemeth, the proposed transaction was approved in record time, and “the clearance decision will be published by the Competition Authority as a leading case in order to provide clarity for future customer portfolio acquisitions on the rules prohibiting early implementation (so called gun jumping), introduced only recently into Hungarian merger control.”

ALD Automotive — owned by the Societe Generale Group — is a global player in the full operational leasing and fleet management industry. The company has been present in Hungary since 2004. The Competition Authority’s approval means that ALD Automotive may acquire K&H Autopark’s portfolio of customers for fleet management and operative vehicle leasing services.

The bpv Jadi Nemeth team consisted of Partners Marton Horanyi and Andrea Jadi Nemeth and Associate Aniko Nagy.

Image Source: aldautomotive.hu

While the Serbian Competition Commission has recently conducted its first dawn raid, it seems to be adamant in doing it with more frequency in the future.

The said investigative tool has come under an increased scrutiny of the EU and member states competition authorities. Following the ruling of the European Court of Human Rights (“ECHR”) declaring the Czech Competition Authority’s dawn raid without a court warrant illegal, the Slovakian Supreme Court also declared a dawn raid performed by the Slovakian Competition Authority to be unlawful. 

Both Serbian and Slovakian regulatory frameworks provide that dawn raids are to be authorized by the head of the national competition authority. This helps keeping dawn raids confidential and conducted at a moment’s notice, but it also bestows extensive discretionary powers to the competition authority in determining the necessity and scope of the inspection. This was the first time the Slovakian court invalidated a dawn raid (and ordered gathered evidence to be disposed of) based on lack of justification and proportionality and included a reference to the ECHR’s decision on the Czech Competition Authority’s dawn raid.

As Serbian highest courts have started to align their decisions with those of the ECHR and the courts of the EU, the Serbian Competition Commission will, from the outset, need to apply the highest standards when using enforcement tools like the dawn raids, while the undertakings under scrutiny can count on a number of means to efficiently defend themselves against unreasonable searches.

By Nikola Kasagic, Senior Associate and Rastko Pavlovic, Associate, SOG / Samardzic, Oreski & Grbovic

CHSH has advised Canada’s Ovivo Inc. on the sale of 3 “related” M&As involving 4 continents.

CHSH advised Ovivo on the sale of its Aqua Engineering business in Eastern Europe to a UAE based company (which was advised by ALMT Legal in Bangalore, India); the sale of its Aqua Engineering business in North Africa to Ginzler-Stahl und Anlagenbau GmbH, a leading Austrian equipment manufacturer (which was advised by Hasch & Partner Anwaltsgesellschaft); and the sale of Ovivo’s German subsidiary Van der Molen GmbH, an equipment manufacturer for the beverage industry (which has offices in both Germany and Brazil) to Radial Capital Partners (RCP), a Munich-based venture capital investor (which was advised by AFR Aigner Fischer Rechtsanwalte). On the third deal CHSH worked alongside German local counsel RWP Rechtsanwalte.

According to CHSH, “the series of related transactions comprised several corporate reorganisation measures including de-mergers of business operations and participations as well as a complex licensing structure of intellectual property rights, which represented valuable assets of the transactions. Linking the various reorganisation steps which were being implemented simultaneously proved a particular challenge.”

Ovivo — listed on the Toronto Stock Exchange — was previously known as GLV, Inc., and changed its name following the sale of various divisions. According to CHSH, in addition to the name change, Ovivo “is now a company entirely dedicated to providing water treatment products and solutions.” 

The CHSH team advising Ovivo was led by CHSH Partners Heinrich Foglar-Deinhardstein and Mark Krenn.

Image Source: ovivowater.com

Novelties Regarding the Technological Industrial Development Zones

With simultaneous amendments on the Law on Construction, lawmakers have taken this opportunity to harmonise the competences and procedures for obtaining construction permits and usage permits within Technological Industrial Development Zones (‘the TIDZ’).

The new solution splits the competence for issuing permits between the TIDZ Directorate and the Ministry of Economy. The latter will issue these permits for the facilities covered by public private partnership agreements, and the TIDZ Directorate will be responsible for issuing permits for the rest of the facilities in the TIDZ (except for the infrastructure facilities of public utilities).

Pursuant to the amendments, eligible domestic and foreign entities may apply for lease or ownership over certain facilities in the TIDZ. In particular, the TIDZ Directorate may sell or lease state facilities in these zones via an electronic auction. Lease agreement could be concluded for a period of up to 5 years, including a right of first refusal of the lessee for obtaining ownership of the facility after the lease has expired.

As a new incentive, in addition to TIDZ users, lessees and landlords of construction land in the TIDZ are now also exempt from fees for land regulation. Another novelty is the possibility for the lessor to unilaterally terminate the lease agreement if (i) the TIDZ user/lessee does not commence construction activities within 9 months, or (ii) failed to start manufacturing within 30 months since the date the lease agreement was executed. In these cases, the lessee is obliged to transfer the facilities, in their current status, to the lessor without any compensation.

Amendments to the Law on Value Added Tax

Pursuant to the amendments, the first-time purchase of apartments and residential buildings will continue to be subject to a preferential Value Added Tax (‘VAT’) rate of 5%, concluding 31 December 2018. Also, foreign diplomatic or consular offices have a new deadline to apply for VAT refunds for a period of five years following the expiration of the calendar year in which the respective sale was made.

Several of the recent amendments also concern the taxation of the exchange of goods from free zones and other parts of the country. In particular, the following market of goods will be subject to VAT:

• goods exported from free zones into the country, with the status of ‘domestic goods’; and
• goods which are transported or imported in the free zones from the country in the event their total marketed value (excluding VAT) does not exceed MKD 60,000.

With respect to administrative issues, the National Assembly of the Republic of Macedonia has harmonised the penalty policy with the Law on Misdemeanours and introduced some additional obligations for enforcement agents with respect to the collection of VAT during procedures for enforceable collection of debt.

Investment Opportunities

Waste Water Collection and Treatment Infrastructure in the Municipalities of Veles and Shtip

Through an IPA Programme, the Ministry of Finance intends to award a contract for drafting project studies, design documentation and tender dossiers for waste water collection and treatment infrastructure in the municipalities of Veles and Shtip. The selected candidate will have to prepare the following documents:

• feasibility studies;
• environmental impact assessments;
• cost-benefit analyses;
• design documentation on a level of detailed designs and outline designs; as well as
• volume 3, volume 4 and volume 5 of the tender dossiers for construction of waste water collection and treatment infrastructure.

The contract is estimated to be worth EUR 2.1 million. All eligible candidates can submit their applications until 10 November 2015.

Upcoming Energy Projects

The Government of the Republic of Macedonia gave consent for starting the procedure for awarding public private partnership (‘PPP’) agreements for two energy projects. The first project involves the design, financing, construction and management of two small hydro power plants (‘SHPP’) on the regional water supply system ‘Studencica’ – Kicevo. The other PPP agreement concerns the installing, financing and management of a cogeneration plant for generation of electrical and thermal energy.

The two SHPPs are planned to have a total installed capacity of 959 kW (SHPP Makedonski brod with 759 kW, and SHHP Varosh with 200 kW), while the cogeneration plant in Skopje is supposed to have the capacity to produce at least 3 MW of thermal energy and 3 MW of electricity. The official public calls for awarding the PPP agreements are expected to be published during the course of the following months.

Privatisation of State-Owned JSC Makedonska Posta

According to publicly available information, the Macedonian Government is analysing possible privatisation models of the state-owned postal service, JSC Makedonska Posta — Skopje. Currently, there is an ongoing public call for selecting consultants who will prepare a study for the privatisation model. The estimated value of this public call is approx. EUR 140,000. After completing the tender procedure, consultants will have 5 months to prepare the study, and the potential decision on privatisation is expected in the second half of 2016.

By Milos Vuckovic, Senior Partner, Leonid Ristev, Senior Associate, Karanovic & Nikolic