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Dvorak Hager & Partners has advised Raiffeisen bank in connection with acquisition financing and refinancing of the operating financing. Although the firm did not identify the target of the Raiffeisenbank acquisition, it described it as a Czech company owning a real estate portfolio in the Northern Moravia.

DHP services included drafting of the loan and security documentation and advising on the transaction, including supervising the satisfaction of conditions precedent. The firm’s team was lead by Managing Attorney Lukas Zahradka.

Jane Jakimovsky, a senior lawyer at the Mens Legis law firm in Macedonia, has been promoted to Junior Partner. Jakimovsky’s practice focuses on establishing businesses, corporate governance, company law, labor law, intellectual property, and trade agreements.

Jakimovsky graduated from the law faculty of the St. Cyrill and Metodius University of Skopje in 2008, and began working as a Notary Associate in the office of Simona Nikolic in December, 2010. After three months he left the office, and in March 2012 he became an Associate at Mens Legis. He also obtained a Master’s Degree in Business Law from the St. Cyrill and Metodius University in 2011.

Sorainen has successfully represented Statoil Fuel & Retail Eesti in a dispute before the European Court of Justice, which on March 5, 2015, ruled that sales tax imposed from June 1, 2010 to December 31, 2011, in Tallinn, violated EU law and the excise duty directive.

According to a statement released by Sorainen, “this means that illegally collected sales tax must be returned to companies, with interest.”

Sorainen Partner Carri Ginter, who represented Statoil in the dispute, believes the ECJ’s judgment is important, as “the judgment will affect the court practice and legislation of all 28 EU Member States.”

On November 19, 2010, Statoil filed an appeal with the Tallinn Administrative Court against the Tallinn City Enterprise Board’s collection of sales tax. The EU excise directive prohibits imposition of additional taxes on excise goods unless those taxes have a special purpose. The Tallinn City Enterprise Board argued that the sales tax was charged for a specific purpose – development of public transport. The case was brought before the Tallinn Circuit Court, which turned to the European Court of Justice for clarification. The Court of Justice ruled in favour of the Statoil, meaning that the illegally-collected sales tax can be reclaimed from Tallinn City, with interest. In addition to Statoil, many other entrepreneurs have filed claims for repayment of this sales tax as well. 

The decision of the Court of Justice affects only those goods that are subject to excise duty, and the sum in dispute may amount to EUR 1.6 million. 

The Sorainen team representing Statoil in the matter included Ginter, Senior Associate Veikko Puolakainen, and Associate Kadri Harginen. They were instructed by Statoil Head of Legal Nele Laidvee.

Image source: Harald Pettersen - Statoil ASA

DZP has advised the city of Poznan on a municipal waste incineration plant — which the firm describes as “the first project in Poland (and one of the first in Europe) to be carried out by way of a public-private partnership” involving EU funding.

The European Commission provided EUR 80 million in funding for the project. According to a DZP press release, “the Commission’s decision confirmed that it is possible to carry out hybrid PPP projects (i.e. combining private and EU funds) and a well-prepared project can count on a positive assessment not only from investors (and banks) but also from EU officials.”

The PPP contract, which was executed between Poznan and the Sita Zielona Energia company in April 2013, required that Sita Zielona would provide the entire funding for the project at the bid submission stage – regardless of the final amount of EU funds. This solution provided Poznan with assurance that the investment would be carried out and that the construction process would not be delayed due to lack of funding. DZP reports that, based on the pace of the work in Poznan so far, it appears that the incineration plant will start operating even before the date planned in the PPP contract.

DZP was the City of Poznan’s legal adviser on the project, including preparing the legal structure and model allowing a PPP to benefit from an EU subsidy. DZP Senior Associate Magdalena Zablocka led the firm’s team on the matter.

Sorainen has advised worldwide aviation counsel Plane Business on the acquisition of an aircraft flying the Lithuanian flag. This transaction formed part of the purchase of a portfolio of 18 Embraer aircraft with an overall value of almost EUR 76 million, involving multiple overseas jurisdictions and a complex transaction structure.  

Sorainen’s involvement covered the review of general terms of an agreement package for aircraft under Lithuanian law, negotiating and drafting the sale-purchase agreement of an aircraft flying the Lithuanian flag, novation of the aircraft lease, and client representation at the notary office, the Lithuanian Civil Aviation Administration, and other authorities. Sorainen also ensured that the Lithuanian part of the transaction corresponded to the buyer’s interests with regard to transfer of title free of liens and with undisrupted operation of the aircraft. 

The firm’s team on the transaction included both Senior Associate Laura Cereskaite-Kinciuviene and Associate Vaiva Masidlauskiene. 

Hedman Partners has advised Taxify on raising a EUR 1.4 million investment.

In addition to operational success in Estonia, Taxify — the taxi ordering and dispatch software developer — also provides services in Finland, Latvia, Lithuania, and the Netherlands. According to Taxify’s CEO Markus Villig, Taxify plans to continue its expansion by penetrating the Central European markets as well. 

The transaction was advised by Hedman Partners Attorneys-at-Law Partners Merlin Salvik and Dmitri Tsimpoaka and Attorney-at-law Valter Vohma.

In 2014, the same firm advised Taxify on a financing round under which angel investors from the USA, Europe, and Asia made a USD 100,000 seed round investment into the company (reported on by CEE Legal Matters on May 6, 2014).

Lawin has advised Baltic Property Trust Secura — which is currently in voluntary liquidation — on the sale of its largest property, the Europa shopping mall in Vilnius. The mall was acquired by the Baltic Opportunity Fund, managed by Northern Horizon Capital. Sorainen advised the buyer. The value of the deal was not disclosed.

The Europa shopping mall offers approximately 22.6 thousand square meters of gross floor area, and it is located in the business hub in the central part of Vilnius.

The sale of the 10th of the 11 properties once held in Secura’s portfolio in the Baltics is one of the last steps in realizing value for Secura shareholders, who are mainly Danish and Finnish institutional investors.

“We see this deal as a huge success based on thorough preparation, a structured tender process and the investor being carefully selected,” sad Algis Vaitiekunas, Fund Manager of Secura. “We know the value of the asset, it has a great potential and we’re glad we are handing it to a buyer who will ensure continuity and further value growth for its shareholders. Europa has been a landmark and financially successful asset for our investors in the Secura Fund ever since acquiring it back in 2004. It has proven to be a very stable asset during periods of extreme high growth, a dramatic financial crisis and now a period of normalized and stable growth in the Baltics.”

Tarmo Karotam, the Fund Manager of Baltic Opportunity Fund, was pleased, saying: “At Baltic Opportunity Fund we are very excited to acquire such a landmark property in CBD of Vilnius which in our opinion holds great potential in its current life cycle with the location in the developing Konstitucijos district. This acquisition is in line with our strategy to acquire properties which are centrally and strategically well located in the capital cities of the Baltic countries. As the new owner, we shall continue to professionally manage the property, attracting world known fashion labels as tenants and keeping an eye out for income enhancements wherever feasible.”

The Baltic Opportunity Fund’s shareholders are Nordic and Baltic institutional and private investors. Europa is the second investment of the Fund in Lithuania following the launch of the Domus Pro Retail Park in March 2014. SEB Bank in Lithuania was retained as financier of the deal.  

Summa Advisers and Newsec Baltics advised Secura during the sales of all its assets. 

The Sorainen team advising on the deal was led by Partner Kestutis Adamonis and included senior associates Augustas Klezys, Giedre Frolenkiene and Jane Eespold, associates Ugne Bartkute and Arturas Asakavicus.

Image source: Bokstaz / Shutterstock.com

Kochanski Zieba Rapala & Partners has advised Sekab BioFuels & Chemicals in its 49% shareholding investment in Bioagra S.A., and the subsequent sale of the investment to companies related to the Zbigniew Komorowski family for approximately SEK 233 million (approximately EUR 25.3 million). The companies related to the family of Zbigniew Komorowski — one of Poland’s richest men, who built his fortune from grain and dairy markets after Poland’s democratic transition in 1989 — were represented by Soltysinski Kawecki & Szlezak, and Bioagra’s banks were represented by Dentons.

According to a statement from KZRP, the project involved daily legal assistance for running the investment in Bioagra, as firm Partners Rafal Rapala and Rafal Zieba were simultaneously appointed both to Bioagra’s management and supervisory boards (respectively) and as members of Sekab’s board of directors. In addition, KZRP lawyers: provided a legal and financial audit of Bioagra; provided legal advice and implementation of a tax optimization scenario for a share sale transaction; negotiated amendments to Bioagra’s existing finance documentation with Bioagra’s financing banks; and negotiated changes to a bank consortium for delivery of a loan of in excess of EUR 70 million. 

In addition, KZRP lawyers negotiated with Bioagra’s financing banks an agreement involving a repayment of subordinated loans and certain trade receivables to Sekab for the value of approximately EUR 6 million, pursued multi-threaded negotiations regarding the termination of a shareholders’ agreement combined with settlement, withdrawal, and waiver of certain claims by the respective parties to the transaction, and drafted and negotiated all transaction documents concerning the sale of SEKAB’s shares in Bioagra to the companies related to the Zbigniew Komorowski family, through a brokerage house.

KZRP reports that the matter, in total, took more than two years to carry out, from October 2012 to December 2014. The firm’s team advising Sekab was led by Partner Rafal Rapala, and included Partners Rafal Zieba, Pawel Cholewinski, Tomasz Zaleski, and Pawel Gunia, and Associates Aleksandra Polak and Malgorzata Buszko.

Partner Tomasz Kanski from Soltysinski Kawecki & Szlezak advised the Zbigniew Komorowski family.

The YUST law firm has successfully represented the interests of Porsche Russland LLC in a dispute with the Russian tax authorities.

According to a report from the firm, “Porsche Russland LLC requested that the Court of Arbitrage of the city of Moscow rule invalid the decision to refuse to bring to liability for a tax offense, claiming that said non-normative act of the tax authority was against the norms of the Tax Code of Russia and infringed the Company’s rights.”

In June the Court of the City of Moscow ruled in favor of Porsche Russland, fully upholding the Company’s claim. According to a recent statement by YUST, on February 27, 2015 there was a final proceeding in the court of cassation, the Arbitrage Court of Moscow Region.

Image source: Ken Wolter / Shutterstock.com

CEE finance and restructuring expert Denise Hamer has agreed to join DLA Piper’s Finance & Projects Group, where she will divide her time between the firm’s Vienna, London, and Prague offices.

Hamer advises on financial restructuring, portfolio and asset management, distressed debt acquisition and sale (including npls), special situations, and general lending, with a geographical focus on Central and Eastern Europe. Her clients include financial institutions, investment banks, supra-nationals, funds, and corporates, as creditors, debtors, and investors.

Hamer has a diverse and wide-ranging professional background. She moves to DLA Piper from Richards, Kibbe & Orbe in London, which she joined in January, 2014, after having worked at Schoenherr in Vienna for almost two years. She has also held senior roles at several financial institutions, including the Austrian portfolio bank of Cerberus Capital, BAWAG P.S.K, Citigroup, and Societe Generale, as well as the consultancy Arthur Andersen, and has spent three years at Weil Gotshal and Manges in New York City and another two as the Managing Associate at White & Case in Tashkent.

Hamer is excited to be joining the firm. “DLA Piper offers the depth of expertise and resources and the breadth of geographical coverage necessary to provide a knowledgeable, integrated, and global legal service platform for clients,” she said. “I am delighted to join DLA Piper.”

Oskar Winkler, Head of Finance & Projects at DLA Piper in Vienna, said: “We are delighted to welcome Denise to the team in Vienna. She is a very highly-regarded finance partner who will not only enhance our local offering in Austria but also will be of great benefit to the firm across the whole CEE area.”

Charles Morrison, Global Co-Chair of the Finance & Projects group at DLA Piper, said: “Denise is a sophisticated finance lawyer who has built an impressive European practice. Her specialism in debt advisory and restructuring work complements our current practice making her a great asset to the team globally.”