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Egorov Puginsky Afanasiev & Partners (EPAM) has been elected by CTC Media, a leading independent Russian media company, to advise on potential responses to recent amendments to the Russian “On Mass Media” law, which will impose further restrictions on foreign ownership of media businesses in Russia.

According to EPAM, the amendments reduce the permitted level of aggregate foreign ownership of Russian mass media from 50% direct ownership to 20% direct or indirect ownership or control. The legislation applies to both existing and future foreign ownership, and will come into force on January 1, 2016. The amended law will affect CTC Media itself, as a Delaware corporation that directly or indirectly owns 100% of the shares of a series of Russian legal entities that operate primarily to broadcast media entertainment businesses in Russia and the CIS, and the non-Russian stockholders of a US holding company. Russian beneficial owners holding through off-shore holding structures will have until January 1, 2017 to comply with the law.

Yuliana Slashcheva, CEO of CTC Media, explained that: “As we had reported earlier, new legislative requirements may have an impact on the ownership structure or operations of our American parent company, whose shares are traded on NASDAQ, and its shareholders outside Russia. To fully analyze all our existing opportunities, we have engaged leading legal and financial advisers. These are companies with an extensive expertise in their spheres, which will help us to take the most effective action in the existing circumstances in order to protect the interests of our shareholders. The advisory committee of our Board of Directors is considering the appointment of financial advisers. We may engage other external advisers as necessary to protect the interests of our shareholders.”

CMS has announced that Warsaw-based lawyers Piotr Ciolkowski, Iga Lis, and Marek Oleksyn were promoted to Of Counsel on November 1, 2014.

Lis is one of three co-heads of the Energy Investments Projects team in CMS’s Warsaw office, while Ciolkowski heads the office’s Energy Regulatory team.

Lis advises on infrastructural projects in the energy sector, as well as in the steel and petro-chemical sectors, including advice in relation to structuring projects, project development, and the project operation. According to CMS, “she has extensive experience in providing on-going legal assistance to energy sector companies, and in particular in relation to current regulatory problems. She specialises in drafting and negotiating complex long-term contracts and also advises on projects consisting in constructing wind farms. She has worked at CMS since 2007.”

Ciolkowski specializes in providing regulatory advice to the energy sector, including in the field of concessions, tariffs, grid interconnections, operation structuring, and court disputes, both on the gas and energy markets. He also provides legal assistance regarding trading in energy, gas, oil, and certificates of origin. He joined CMS in 2004.

Oleksyn specializes in intellectual property law, including in matters concerning the protection of trademarks, patents, utility designs, and copyrights, as well as in combating unfair competition. He also represents clients in court proceedings related to the protection of intellectual property rights, disputes before the Patent Office, and in arbitration proceedings. He also advises on intellectual property transactions. He joined CMS in 2014.

This is the second round of promotions to Of Counsel at CMS this year, as in May three lawyers from the M&A Department — Joanna Blaszczyk, Blazej Zagorski, and Jakub Marcinkowski — were granted the title.

DLA Piper has advised Dragon Capital on the establishment of the Ukrainian Gas Exchange in July of 2014. The first trading session of UGX took place on October 31, 2014.

According to the new UGX website, it “is the first and so far the only platform for trading natural gas in terms of guaranteed exchange transactions …. UGX provides a market place on its platform to gas producers, suppliers, professional trading representatives, [and] large gas consumers. The Limited Liability Company ‘CENTRAL GAS COUNTERPARTY’ (CGC), which was established by the UGX’s founders, acts as the only counterparty in all exchange trades for all bidders and has a special stock status of a central counterparty. CGC provides a guaranteed execution of exchange transactions for the benefit of the bidders by guaranteeing settlement and gas supply.”

DLA Piper’s team working on the set-up project of UGX was led by Partner and Head of Finance & Projects in Ukraine Oleksandr Kurdydyk, assisted by Senior Associate Dmytro Pshenychnyuk and Associate Oleksandra Protsenko. Legal Director Ilya Sverdlov advised on tax aspects of the project. According to Kurykuk, “the conclusion and successful completion of the exchange transaction is obviously a significant achievement for the whole gas sector of Ukraine. The existence of the Ukrainian Gas Exchange means the creation of a spot wholesale gas trading market to be operated in accordance with the best European practices.” He added that: “The implementation of exchange trading should significantly benefit the national gas market making it more transparent, competitive and diversified. This should also help Ukraine in implementing the EU Third Energy Package into Ukrainian legislation.”

Lawin has advised the DNB asset management company on its takeover of the second pillar pension fund management in Lithuania from ERGO Life Insurance.

As a result of the take-over, DNB increases the number of its customers by 37,000 to 156,000, and the total amount of managed assets to LTL 875 million (approximately EUR 253.4 million), with assets in the second pillar pension funds increasing from LTL 561 million to LTL 743 million (approximately EUR 215.2 million).  

According to a Lawin press release, DNB “manages five second pillar pension funds, five third pillar pension funds, and two investment funds: a fund of equity funds and a liquidity fund, including portfolios of institutional investors.”

Image source: 360b / Shutterstock.com

Russia’s Vegas Lex law firm has won two tenders by the Russian government: One to “work out and rationalize proposals concerning non-government funding sources for regional air service programs,” and another “to work out a development strategy for international airport hubs based on regional airports in Russia.”

With regard to the review of alternative funding sources for regional air service programs, according to the firm, the Russian Government currently has five subsidy programs for air services, covering flights to the Russian Far East, the Kaliningrad Region, the Volga Area, Siberia, and Crimea. Vegas Lex and the InfraONE infrastructure company have been tasked with developing and presenting an alternative financial model for “remote but socially important flight destinations to eventually replace the existing government financing programs.” In a statement released by the firm, Vegas Lex explained that its lawyers “will study international experience in financing local flights in the European Union, the United States, Britain and Australia, and will propose ways to introduce best international practices in Russia.” InfraONE’s will estimate the potential economic effect of the proposed financial model and present a budgeting efficiency rationale.

The project will also involve constructing a new regulatory system for regional flights in Russia and drafting relevant regulations.

With regard to the second tender, which requires the firm to prepare a strategy for international airport hubs, the firm explains that “this major research project includes the study of Russian and foreign regulation of transit air services, of economic and geographical prerequisites for building airport hubs in Russia, and the development potential of the existing regional airports.” The firm claims that it will also “explore the possibility of liberalizing the rules and regulations with regard to specific airports and countries … and consider creating a polling system for trans-Siberian flights.”

The firm states that “Russia’s current priorities in the national aviation development are shifting toward regional airports,” and that “the strategy that VEGAS LEX and Lufthansa Consulting have agreed to work out is expected to lay the foundation for longterm development of airport hubs in Russia and help attain the country’s vast transit potential.”

The firm’s final proposal will be subject to the approval of the Russian Government and, if so approved, “will underlie the development of the country’s major regional airports in 2025-2030.”  

Vegas Lex’s work on both matters is led by Karen Arakelyan, the Head of the firm’s Aviation and Airport Development Group.

Freshfields Bruckhaus Deringer has advised on Yasar’s USD 250 million bond issue. The Yasar group is one of Turkey’s leading producers of food and beverage products and coatings products. 

The bond is a senior, unsecured, Rule 144A / Reg S issue, guaranteed by certain group operating companies, with an annual coupon of 8.875% and maturing in 2020. The bond has been rated B2 by Moody’s and B by Fitch and is listed on the Luxembourg Euro MTF Market.  

The Yasar group is one of the top players in the Turkish food and beverage market, and is one of the largest coatings producers in Turkey, both by volume and sales. The proceeds of the issue will be used to refinance existing debt.  

Stuart Grider, US-based Partner at Freshfields, said: “Freshfields are (sic) very pleased to have represented Barclays and Citi on the very successful bond issue by Yasar. It was a pleasure to have worked alongside all the various teams on the deal. The reach and experience of our Turkish practice and our emerging markets debt capital markets practice continues to go from strength to strength.”  

Senior Associate Nick Hayday added that: “Despite unsettled market conditions, this was a very impressive issue for Yasar and positions the firm well for continued expansion.” Grider and Hayday, along with Partner Peter Allen, led the Freshfields team advising the joint bookrunners and joint lead managers, Barclays and Citi, on the transaction.

Editorial Note: Esin Attorney Partnership, a member firm of Baker & McKenzie International has announced on November 26 that it also advised Yasar Holding through a cross-border team led by London-based partner Chris Hogan and Istanbul-based partner Muhsin Keskin.

The Real Estate legal team at Gide Loyrette Nouel has advised P3, a specialist owner, developer and manager of European logistics properties, on an investment involving the creation of a production and storage facility for the Sofa.com online furniture company in P3 Park Poznan. The building opened on September 1 of this year.

Gide represented P3 in the lease negotiations for production and storage space in P3 Park Poznan with the British furniture dealer Sofa.com, operating in Poland through its subsidiary Zaparoh, as well as in negotiations with the general contractor, Goldbeck.

The transaction involved the construction and leasing of a newly-built development with a total area of 11.2 thousand square meters, including 4.3 thousand square meters of production space, 6.2 thousand square meters of warehousing, and 665 square meters of office space. Gide describes the lease agreement as a “BTS (build-to-suit)”; i.e., an investment planned and built for a specific tenant. The tenant, Zaparoh, is owned by Sofa.com, which supplies products throughout Western Europe and the United States.

“We are very pleased with the results of this investment. In just four months, a modern factory is already up and running, and can ultimately create some 160 jobs,” commented Marcin Muszel, the Gide Partner in charge of the project. The Gide team also included Blazej Czwarnok and Sebastian Wisniewski.

Maciej Zukiel of Kancelaria Adwokacka Zukiel in Poznan acted for Zaparoh.

Glimstedt has advised Ektornet — a company in the Swedbank group — on its merger of several of its subsidiaries. Swedbank is the largest bank in the Baltics.

According to Swedbank, “Ektornet was officially formed in 2009 as an independent subsidiary of Swedbank tasked with managing and developing the Group’s repossessed assets, mainly comprised of real estate, “to recover as much value as possible and reduce costs, thereby protecting the bank’s receivables and minimising impairment losses.” The business area also serves an advisory function for other parts of Swedbank on matters involving, for example, reconstructions …. As part of the bank, Ektornet operates under different conditions than an ordinary real estate company. Its properties must be sold at latest as soon as it is possible without a loss. If a property is not sold within three years of acquisition, special authorization must be obtained from the Swedish Financial Supervisory Authority to maintain the holding. Ektornet has a close collaboration with the bank’s FR&R teams and has an advisory role in the bank on issues involving reconstructions, among other things.”

According to Glimstedt, Ektornet has one of the largest real estate portfolios in Latvia, [worth] approximately EUR 100 million. The firm stated that the main challenge was “the client’s request to adjust the reorganization objectives with applicable tax and accounting regulations …. It also included complex transactions, capital reduction and subsequent increase.”

The firm’s team was led by Partner Ivars Pommers.

Image source: Vytautas Kielaitis / Shutterstock.com

BDK Advokati has advised the owners of Foodland, the Serbian food processing company, on the November 11 sale of the company to Croatia’s Atlantic Grupa, which the firm describes as a “regional leader in the food and beverages sector. “ Foodland is best known for its popular Bakina tajna brand of preserves.

Atlantic Grupa is a Croatian multinational company whose business operations include the production, development, sales, and distribution of consumer goods in some 30 countries around the world. Its primary activities include the production and distribution of food products, including sports nutrition products and dietary supplements. The company also manufactures personal hygiene products and over-the-counter medicines, and operates the Farmacia chain of pharmacies. The company’s headquarters is in Zagreb, with production facilities located in Croatia, Germany, Slovenia, Bosnia & Herzegovina, Serbia, and Macedonia. 

The BDK team was led by Senior Partner Vladimir Dasic. The transaction is expected to officially close at the beginning of 2015.

Integrites has successfully defended the interests of MTI Holding in a tax dispute against the Ministry of Revenue and Duties of Ukraine.

MTI is a vertically integrated group of companies in Ukraine involved in the life cycle of IT products for both corporate and private clients. The company acts as an authorized distributor, integrator, and service partner of several dozen world-famous producers of IT-products.

The case violations of the tax code by the PROTOTIA electronics store chain, which is a member of MTI Holding, involving  cash payments by means of PPO. The company challenged the penalties imposed on it in the Kyiv District Administrative Court, but failed in the first instance.

Once retained, Integrites lawyers — including Managing Partner Ruslan Bernatsky, Counsel Denys Kytsenko and Associate Oleg Radutny — successfully demonstrated that PROTORIA, “duly performs capitalization of cash,” which, according to Integrites, “created a prejudicial fact which protects the rights of the Client at the inspections in the following periods.”