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Kambourov & Partners (KP) has “advised and assisted” Societa Appalto Lavori Pubblici S.p.A (SALP), the main contractor for the design and construction of the Dobrich Silistra Gas Pipeline in Bulgaria, which Bulgarian Prime Minister Boyko Borissov recently announced had received the final certificate of fitness of operations.

SALP is an Italian company specialized in the implementation of turnkey projects for the construction and the maintenance of methane networks, including pipelines, plant engineering, technological networks, and infrastructure, both in Italy and abroad.

KP was engaged to provide SALP with full legal advice and assistance on real estate and construction aspects of its participation in the project for the 80 km long pipeline, which the firm reports is “of significant economic interest and would allow for the natural gas distribution in the region.”  The project is financed by the EBRD and Bulgartransgaz.

Following more than a year of discussions after the new General Block Exemption Regulation 651/2014 (“GBER”) entered into force on 1 July 2014, in October the Bulgarian Council of Ministers has adopted amendments to the Implementation Regulation to the Bulgarian Investments Promotion Act (“IRIPA”). These set out the investment incentives that will be provided within the scope of regional aid for the period to 2020.

Which Companies Can Benefit from the 2014-2020 Regional Aid Scheme?

Regional aid is available to companies establishing a new enterprise or production plant or expanding an existing one located in Bulgaria. The whole territory of Bulgaria is covered. Under the Bulgarian Investments Promotion Act (“IPA”) investment projects should be certified by the Ministry of Economy to benefit from the investment promotion measures under IPA. Depending on the amount of the investment in eligible costs the projects may be certified as ‘class A’, ‘class B’ or ‘priority’ investments. To qualify for certification, the investment in tangible and intangible assets should be combined with employment of a certain number of Bulgarian citizens. Investors should apply for certification before implementation of the investment project starts. Investors are entitled to apply for certification even before completion of the incorporation of a local entity in Bulgaria.

Investment Incentives Under the 2014-2020 Regional Aid Scheme

Companies whose projects have been certified as ‘class A’ or ‘class B’ investments in Bulgaria may benefit from one or more of the following incentives:

• individual administrative support by an officer of the Bulgarian Agency of Investments;
• shortened terms for completion of administrative procedures;
• acquiring title or other rights in rem without tender;
• financial aid for construction of elements of technical infrastructure;
• financial aid in the amount of up to 25% of the eligible costs for training and professional qualification of employees, including interns from the national universities;

The amendments in IRIPA will allow more investors to benefit from this incentive as the minimum number of employees suggested for training is lowered from 50 to 30 employees and the financial aid will be provided not only for specific trainings but also for general training and professional qualification programmes. The total amount of the financial aid for training and professional qualification may not exceed EUR 2 million.

• financial aid for compensation of expenses made for health and social security contributions for the employees occupied in the implementation of the investment project (approx. 17.8% of the gross salary of each employee).

Under the amendments in IRIPA the financial aid for health and social security contributions will be provided for a period of up to 24 months for projects implemented in the territory of municipalities in which the unemployment rate reported for the last year exceeded the average rate for Bulgaria. For investment projects in other municipalities this financial aid may be extended for a period of up to 12 months.

Some ‘priority’ investments may be eligible to obtain additional incentives depending on the level of financial investment in tangible and intangible assets.

Maximum Intensity

The maximum intensity of the financial aid that may be granted in the form of various investments under IPA and the amended IRIPA is decreased to not more than 25% of the eligible costs for investment projects implemented in the South-western region1 of Bulgaria in accordance with the 2014-2020 Regional State Aid Map for Bulgaria approved by the European Commission.

The maximum intensity of the financial aid that may be granted for investments in all other regions in Bulgaria remains, as in the previous programme period, up to the amount of 50% of the eligible costs for the investment project. The lower maximum intensity for the South-western region is due to the increased GDP per capita rates for this region that have reached about 75% of the EU-27 average rates mainly due to the GDP generated in the region of the capital Sofia.

Obtaining the incentives under the regional state aid map does not prevent an investor to benefit from any other incentives generally applicable in Bulgaria, e.g. incentives for promotion of employment of older adults and corporate income tax reliefs. Such generally applicable incentives are not calculated in the maximum intensity of the aid that a project is entitled to.

By Richard Clegg, Partner and Iva Georgieva, Associate, Wolf Theiss

The GFKK law firm has agreed to advise on the construction of the Podium Sports and Entertainment Arena in the Polish city of Gliwice. According to Anna Niewiadomska, the GFKK Marketing Manager, “our advice covers all issues related to the construction of the hall and its operation. Our client is PWiK Gliwice Sp. z o.o. — [the] project manager on behalf of the investor which is the city of Gliwice.”

According to a statement on the GFKK website, “the project owner is the city of Gliwice, the general contractor is Mirbud S.A,. and the contract engineer is the consortium of Grontmij Polska and Gronthmij Nederland B.V. The arena will be built on the site of the former 20th Anniversary Stadium in Gliwice and will be one of the biggest sports and entertainment arenas in Poland. The arena will be a venue for various events including sports, leisure, entertainment, shows, fairs and exhibitions. The hall will host fairs, conventions, music concerts and sports competitions including in athletics, tennis, volleyball, basketball, handball, indoor football and boxing. Its stands will accommodate over 13,000 spectators.”

The GFKK team consists of Partners Michal Grzybczyk and Malgorzata Gawlik and Associate Michal de Abgaro Zachariasiewicz.

White & Case has advised York Capital Management Global Advisors, LLC and Oak Hill Advisors (Europe) LLP on the share placing by Globalworth Real Estate Investments Limited that has raised proceeds of around EUR 53.8 million. Globalworth was advised by Sidley Austin.

The transaction exceeded expectations by nearly EUR 19 million, with Globalworth initially announcing that it intended to raise EUR 35 million through the issue of around 5.8 million shares at EUR 6 each. Globalworth, a real estate investment company with a focus on opportunities in Romania, will use the funds for new investments, including a Romanian portfolio, as well as ongoing developmental projects. (In July, 2015, CEE Legal Matters reported on Globalworth’s acquisition of the Green Court Building A in Bucharest from Skanska Romania).

“This fundraising is yet another milestone in the development of Globalworth,” said White & Case Partner Marcus Booth, who led the firm’s deal team. “We’ve been advising both York Capital and Oak Hill Advisors since they made their first investment in Globalworth during 2014, and were ideally placed to support their latest investment in the business.”

York Capital subscribed EUR 25 million for around 4.2 million shares through its affiliate York Global Finance Offshore BDH (Luxembourg) S.a.r.l, increasing its shareholding to around 15.4 million shares, representing around 25 percent of Globalworth’s issued share capital.

Oak Hill Advisors subscribed around EUR 7.2 million for around 1.2 million shares through certain funds and separate accounts that it manages, increasing its shareholding to around 8.4 million shares, representing around 13 percent of the Globalworth’s issued share capital.

The White & Case team in London that advised on the transaction included Partners Marcus Booth, Philip Broke, Gareth Eagles, Christian Pilkington, and Stuart Willey, supported by Associates Michael Mountain, Kevin Heverin, and Laura Kitchen.

The Sidley Austin team was led by London-based Of Counsel Struan Oliver. 

Aleinikov & Partners has signed “a long-term Cooperation Agreement” with the administration of the Hi-Tech Park Belarus — an industrial park created by means of a special 2005 law enacted to encourage and support the software industry.

According to the HTP website, “HTP Belarus provides a special business environment for IT business with incentives unprecedented for European countries.” Aleinikov & Partners explains that, “due to the legislative initiative of the Belarus government, IT companies are exempt from all corporate taxes, including VAT, profit, real estate and land taxes. Individual income tax has a fixed rate of 9% for the employees of HTP companies. That resulted in a fast boost of IT industry in the country.”

The first residents of the Hi-Tech Park were registered in 2006, and there are currently 144 companies registered as HTP residents, with half being foreign companies and joint ventures.

Wierzbowski Eversheds has hired Pawel Kuskowski as Of Counsel to Head the office’s newly established Regulatory Risk and Compliance practice.  

Kuskowski is a compliance specialist and has many years of practice conducting global projects for Polish and international financial institutions, as well as extensive experience working with supervisory authorities. He graduated from the Nicolaus Copernicus University in Torun in 2002, then became an EU Structural Funds specialist in the city government of Golub-Dobrzyn, in Poland. After 9 months there he joined the Czarny & Wadolowski law firm in Warsaw, and 7 months later joined the Matheson Ormsby Prentice law firm in Dublin, Ireland, where he advised clients on regulatory risk and compliance. After two years he moved to AIG Investment, also in Dublin, where, as Compliance Officer, he was responsible for implementation of the Markets in Financial Instruments Directive and the Market Abuse Directive and Market Abuse Regulation.    

In August 2008 he returned to Poland, first for four years as Head of Compliance and Operational Risk at UBS, and then for another two as Head of Global AML Function and Business Partnering Services at RBS. For the last year he has been an Independent Consultant and trainer on Compliance and AML.  

According to Eversheds, Kuskowski “has advised financial institutions on implementing procedures to combat money laundering, creating compliance structures, and adapting the organization’s operations to comply with regulatory requirements.” For the past four years he has served as president of the board of Compliance Association Poland, where he cooperated with the Polish Financial Supervision Authority, the General Inspector of Financial Information, the Polish Chamber of Brokerages, and the Warsaw Stock Exchange. He is also a member of the advisory committee of the International Compliance Association.    

Kuskowski is excited about his new position, saying: “I’m pleased to be joining a law firm with such a well-established market position and global reach. I am confident that our combined experience will allow us to offer clients unmatched advice on the biggest projects while setting the highest standards for compliance services in Poland. Businesses increasingly realise how much value a well-run compliance system generates for them, in the context of both minimizing business risks and the increasing demands of regulators. One of the challenges ahead will be the need for listed companies to comply with the amendments to corporate governance principles planned by the Warsaw Stock Exchange.”  

Krzysztof Wierzbowski, the Managing Partner at Wierzbowski Eversheds, commented: “Establishing a compliance practice is in line with the firm’s growth strategy and  meets clients’ growing need for services in this area. It’s important to us to bring a new standard to compliance services, which are only now developing in the Polish market.”  

CMS and Dentons advised on the development plans of a new Cox & Kings hotel due to be opened by Meininger Hotels in Budapest, with CMS assisting the landlord and Dentons supporting Meininger Hotels.

The hotel – due to open in the spring of 2018 – will be located on Csarnok Square in the Hungarian capital, next to the Great Market Hall. It will have 184 rooms and 751 beds over a gross floor area of 6,600 square meters over 7 floors. The hotel will be operated by Meininger Hotels under a 20 year lease and construction is planned to commence before the end of 2015.

Meininger is a subsidiary of Holidaybreak Ltd. — a European education & leisure specialist activity travel group. Holidaybreak Ltd. is a subsidiary of Prometheon Holdings (UK) Ltd., which is part of Cox & Kings. Cox & Kings is listed on the National Stock Exchange, the BSE, and the Luxembourg Stock Exchange.

Meininger’s investor partner in the development of its Budapest hotel is Bedori Investment Kft., described in Meininger’s press release as “the subsidiary of one of the most significant construction companies in Hungary.”

Peter Kerkar, Director of Cox & Kings, said: “With the signing of this agreement we are entering a new and important market. The number of tourists traveling to Budapest has increased dynamically within the last years. In 2014 three million people spent 7.4 million nights in Budapest.”

CMS Partner and Head of Real Estate Gabor Czike led that firm’s team advising the landlord, with the assistance of Laszlo Jokay.

The Dentons team consisted of Partner Judit Kovari and Of Counsel Adam Kaplonyi.

Image Source: coxandkings.com

Hungarian lawyer Andras Busch has accepted the offer to become the new Head of Legal at Siemens Healthcare Kft.

After graduating from the University of Szeged in 2005, Busch began his legal career with Noerr in Budapest, where he worked from September 2005 until June 2009. That summer he moved to Siemens, where he remains, becoming Head of Legal on October 1st.

Chajec, Don-Siemion & Zyto has advised Rainbow Tours on the acquisition of a single-letter domain name in Poland from Active 24. Although the firm was not able to disclose the specific domain name, seller, or value of the transaction, our online search shows that the “r.pl” domain is now owned by Rainbow Tours and was previously owned by Active 24.

Rainbow Tours is one of the largest and most active tour operators in Poland established in 1990. It is a member of the Polish Chamber of Tourism and one of the founders of the Polish Tour Operators Association. Since October 9, 2007, the company has been listed at the Warsaw Stock Exchange. 

As part of the transaction, CDZ carried out, on behalf of Rainbow Tours, price negotiations with the owner of rights to the domain name and then acquired, as a fiduciary, these rights with a view to reselling them to Rainbow Tours. The law firm’s Project Finance Department was also involved in the acquisition process.

The CDZ team working on the deal consisted of lawyers Piotr Rychta and Mariusz Busilo. Andrzej Abramczuk, Partner and Head of TMT Department at CDZ commented: “At this time of dynamic development of new technologies and internet, companies are more and more aware of the value of domain names. Consequently, their sale prices keep growing. Acquisition of a domain name is a financial investment and enhances a company’s corporate image.”

According to the law firm, there are more than 2.5 million .pl domain names at the moment and the number of new addresses is growing rapidly. Based on NASK’s Q4 2014 report, in 2014 the number of registered .pl domain names grew by 3,040 and the number of subscribers to the register increased by 33,000. The average length of .pl domain names as of the end 2014 was 10.93 characters. With the number of one-letter names in the .pl domain naturally limited their market availability is exceptionally rare. The recent publicly available information about a similar transaction dates back to 2007 when the operator of the n digital platform (now nc+) acquired the domain name n.pl. 

Image Source: rainbowtours.pl

Paksoy has advised Nissan on its acquisition of 100% of the shares of the sole distributor of Nissan automobiles in Turkey, Nissan Otomotiv Anonim Sirketi, through its wholly-owned subsidiary Nissan Middle East FZE, from another Japanese corporation, Sumitomo. Paksoy advised Nissan on the due diligence, share purchase agreement, competition filing, and completion of the transaction, which was concluded on October 1, 2015.

Paksoy’s M&A team was led by Partner Togan Turan, who was supported by Associate Hulya Posaci Bolukbasi.

Image Source: nissan-global.com