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Allen & Overy has advised Ceska Sporitelna as sole lead manager, fiscal and paying, listing and security agent, in relation to the CZK 600 million (EUR 22 million) standalone secured and guaranteed Czech (domestic) bond issuance by MCI Venture Projects, an SPV of MCI.EuroVentures 1.0 fund guaranteed by Poland’s MCI Capital. Dubinski Fabrycki Jelenski & Partners advised MCI Capital on Polish law aspects of the bond issuance.

According to an Allen & Overy press release, “it is the first time that the capital for the purpose of new investments in MCI.EuroVentures 1.0’s companies was raised outside Poland.” In addition, the firm describes it as “the first-ever issuance of Czech law governed domestic bonds under a prospectus and subject to terms and conditions approved by the Czech National Bank which involved a cross-border security and guarantee package provided to investors in the bonds. The transaction was also the first deal ever to have used the parallel debt concept in the Czech law governed terms and conditions of the bonds, something which was instrumental for the relevant security to work in the context of other relevant laws.” 

Wojciech Marcinczyk, Vice-President of the Board at MCI Capital said: “The successful process of bond issuing in the Czech Republic is proof that MCI is a trustworthy brand. We continue our interest in that form of fundraising, along with active sales of investment certificates as well as acquiring equity from the stock exchange.”

Allen & Overy Partner Vaclav Valvoda led the firm’s team, assisted by Senior Associates Silvie Horackova and Petr Vybiral, who coordinated the transaction alongside colleagues from A&O Poland and Turkey, and junior lawyers Tomas Kafka and Martin Bytcanek.

Reflecting on the transaction, Valvoda said: “We were delighted to assist Ceska Sporitelna and MCI Capital with this innovative fundraising, as we aim for market firsts and cross border market firsts in particular.”

Boyanov & Co. has advised the European Investment Fund on the implementation of the SME Initiative for Uncapped Guarantee Instrument (SIUGI) in Bulgaria, and the respective Funding Agreement, Intercreditor Agreement and Pledge (Financial Collateral) Agreement concluded with the Government of the Republic of Bulgaria in March 2016.

According to Boyanov & Co., the SME Initiative “is a joint financial instrument combining ESIF resources, EU funds (Horizon 2020 and/or COSME) and EIB Group (EIF and EIB) funds, which aims to stimulate SME financing by providing partial risk cover for SME loan portfolios of originating financial institutions. The Uncapped Guarantee Instrument envisages provision of uncapped guarantee for the benefit of credit and leasing companies to cover the credit risk under loan and lease agreements provided to SMEs.”

The firm reports that “the implementation of SIUGI in Bulgaria will allow capital relief to financial institutions for provision of new debt financing to SMEs and thus improve SMEs access to European funding on advantageous terms, such as reduced interest rates and improved collateral requirements.  The guarantees provided by the EIF will cover up to 60% of the loss of any loan, without limit of the cover at portfolio level.”

The instrument will become operational in Bulgaria during the third quarter of 2016 and it is expected to generate SME loans in the amount of EUR 600 million over the coming years, providing new opportunities for economic growth and job creation.

Following the news last week that their counterparts in Estonia had tied up with Tark Grunte Sutkiene, Varul’s Latvian office in Riga has announced that it has now also left the Varul network and is joining the BDO Legal network.

According to a press release issued by the new BDO Legal in Latvia, “BDO International is the fifth largest group of auditing and financial services providers, encompassing over 1,400 in more than 154 countries. BDO Latvia provides financial statement auditing services, tax advisory services, enterprising consultations and accountancy outsourcing.”

“BDO offices in a number of countries around the world have developed legal practice alongside traditional audit, tax and financial advisory services,” said Partner Janis Zelmenis, who will lead the office with fellow Partner Vita Liberte. “This is done with one main purpose — to provide competent interdisciplinary expertise in all economically important areas of advice. Our decision to further develop the legal practice within the BDO network is just a logical step after 2015, when AS BDO Latvia became the sole official representative of BDO in Latvia.”

“Currently the legal practice is being developed by BDO offices in more than 20 countries, bringing together nearly 300 lawyers,” said Liberte. “By joining BDO Legal network we are expanding our and customer capabilities outside the Baltic market, providing legal assistance and confidentiality within a single network in the world.”

The news comes shortly after the announcement that Varul’s Estonian office would be leaving that network to join Tark Grunte Sutkiene, as reported by CEE Legal Matters on April 14, 2016.

Bierc Siwik & Partner has reported a second successful claim made on behalf of the Polish Association of Construction Industry Employers (PZPB) against the Poznan Division of the Polish General Directorate for National Roads and Motorways (GDRM), again regarding the latter’s failure to make its description and methods of evaluation of tenders sufficiently clear.

In the first case, reported by CEE Legal Matters on February 16, 2016, Poland’s National Chamber of Appeal (KIO) ordered the GDRM to clarify its terms of reference for a tender for year-round, comprehensive maintenance in a segment of Poland’s a2 motorway (the “Modaa-Dabie” segment).  

According to BS&P Managing Partner Robert Siwik, however, in purporting to comply with KIO’s order, “the General Directorate changed the provisions of the terms of reference only cosmetically, maintaining a semblance of change,” but in fact retained an improper amount of discretion. PZPB thus filed another claim, this time pointing out the GDRM’s failure to fully comply with the earlier judgment. On April 8, 2016, agreeing with BS&P’s claim, the KIO ordered the General Directorate to improve (by re-clarifying) the terms of reference again.    

Siwik asserts that two basic lessons can be drawn from the proceedings against the GDRM: First, “for building contractors – it is worth taking action to change GDRM provisions that are illegal or have restrictive effects on concurrence,” and second, “for the contracting authority – they should respect the judgements of KIO and comply with them fully.”

Schoenherr has advised Hyatt International on the establishment of a 50/50 joint venture structure with the Austria Signa Group for the construction and operation of a five-star hotel to be named Andaz am Belvedere. Gibson, Dunn & Crutcher LLP (London) was also involved on Hyatt’s side, while Signa was advised by Arnold Rechtsanwalte.

According to Schoenherr, the property is located in the “development area” of the new Hauptbahnhof (Vienna’s central train station). The hotel will be adjacent to three residential towers also to be newly built, and the whole complex will be designed by architect Renzo Piano. The opening of the hotel with restaurants, conference facilities, a rooftop bar, and approximately 300 rooms is envisaged for the first quarter of 2019.  

This will be the second cooperation of Hyatt and Signa in Austria, as Hyatt is already managing the luxury Park Hyatt Vienna hotel located in the city’s first district.  

The Schoenherr team advising Hyatt International in this most recent matter was led by Counsel Arabella Eichinger, and included Associates Laurenz Schwitzer, Serap Aydin, and Dieter Wohlmuth. 

Arnold Rechtsanwalte did not reply to inquiries about its work on the matter.

Imagesource: NigelSpiers

CMS has acted as legal advisor to ING Bank Slaski SA with regard to financing provided Unimot SA to purchase and store diesel fuel as required by the Polish Act on mandatory reserves of fuel.  

The storage of the mandatory reserves will be provided by Poland’s largest national operator specialising in the storage and handling of fuel: Operator Logistyczny Paliw Plynnych (OLPP).

“The transaction was very complex and required negotiations with several financial institutions,” said Robert Brzozowski, President of Unimot SA. “The new agreements will minimize the costs associated with fulfilling the requirements of the law on mandatory reserves, which directly translates into tangible cost savings for the company.”

CMS’s work included negotiating financing documents on behalf of ING Bank Slaski as well as negotiating with OLPP in connection with the necessity to conclude a separate contract for the storage of mandatory reserves.

“The success of this type of transaction is determined on the one hand by an understanding of the needs of companies that operate in the fuel sector, and on the other by a thorough knowledge of the Act on mandatory reserves,” said Tomasz Zwolinski, Of Counsel and Legal Advisor in the Department of Banking and International Finance at CMS. “Only a combination of these two factors allows the proper protection of a business activity in terms of the law. Also it is important to be aware of the expectations of financing institutions, for which the proper conclusion of a warehouse agreement with a licensed operator is a very significant element of the transaction.” 

The CMS team consisted, in addition to Zwolinski, of Senior Associate Adam Stopyra, and Of Counsel Piotr Ciolkowski, among others.

Imagesource: Joeppoulssen

JPM Jankovic Popovic Mitic has announced that Swedish furniture producer IKEA has commenced construction of its Belgrade department store — its first in Serbia, and located in Bubanj Potok, 14 kilometers from the Belgrade city centre.

According to JPM, “customers will be able to buy [their] first pieces of IKEA furniture by mid-2017 at the facility spread across 34,000 square meters. IKEA indicates there will be a full range of around 9,500 products at prices affordable to Serbian customers. The department store will boast 1,500 parking places, a restaurant for more than 500 patrons, a bistro, a Swedish food shop, and a play center for children.”

JPM provided what it describes as “comprehensive legal representation and advisory with respect to various real estate, construction, licensing, general contractual and ongoing regulatory compliance matters.” The team consisted of Partners Uros Markovic and Nikola Vukotic, and Senior Associate Ivan Petrovic.

Alexander Litvinov, the former Head of Legal at Kira Plastinina in Moscow, has accepted an offer to assume a similar role at Kiko Milano in Russia.

Kiko Milano is an Italian producer of cosmetics, make-up, and skin care products. It was founded in 1997 by Percassi, and the company’s website claims that its identity “is rooted in ‘Made in Italy’ values and the world of the capital for fashion, art and design.”

Litvinov began his career as a lawyer with two years in-house with Solvay from 2010-2012, before he moved to Inditex (d/b/a CJSC Zara CIS), where he spent the next two years. In May 2014 he joined Clarins Group Russia, and a little more than a year later agreed to become Head of Legal at the Kira Plastinina fashion and design company. He obtained his Master’s of Law from the Peoples’ Friendship University of Russia, in Moscow, in 2012. 

When contacted by CEE Legal Matters about his move he explained: “I obtained priceless experience in crisis and insolvency management in Kira but was lured to Kiko Milano by its ambitious plans for Russian market and the chance to build from scratch legal process and structure for a Russian subsidiary of a large international company.”

RTPR Allen & Overy has advised the Enterprise Investors private equity fund on its acquisition of the Noriel group from the Constantinescu family and Balkan Accession Fund, a PE fund advised by Axxess Capital. Reff & Asociatii — the Romanian member of Deloitte Legal — advised the Constantinescus on the transaction, which remains subject to approval by the Competition Council and the fulfilment of other conditions precedent. The sale price was not disclosed.

Enterprise Investors has announced its intention to invest an additional EUR 2 million in funding to expand Noriel, which, founded in 1995, is the largest toy and game retailer in Romania. Last year, Noriel grew its sales by 26% to approximately EUR 30 million. The retailer has 47 stores in 27 cities, as well as an online platform.

The RTPR Allen & Overy team included Managing Partner Costin Taracila, Senior Associates Adrian Cazan and Roxana Ionescu, Associates Tudor Naftica, Andrei Mihul, Alexandra Costina Ivancia, and Laurentiu Tisescu, and Junior Associates Andrada Rusan, Monica Marian, and Andrei Lupu.

“Private equity funds continue to be very active on the Romanian market,” declared Costin Taracila. “In the last 12 months only we have been involved in a record number of 11 private equity deals out of a total of 14 signed M&A deals.”

The Reff & Asociatii team advising the Constantinescu family — which founded Noriel — consisted of Partner Alexandru Reff and Senior Managing Associate Diana Fejer

Earlier this year RTPR Allen & Overy assisted Enterprise Investors on its exits from Smartree Romania (reported by CEE Legal Matters on February 2, 2016) and Siveco Romania, the acquisition of Macon and Simcor, and the acquisition and subsequent sale of Artima.

Spaczynski, Szczepaniak i Wspolnicy has advised Dirlango Trading & Investments Limited in a joint-venture with the Innova Capital private equity fund that will invest in Netsprint SA and LeadR.

According to SSW, Netsprint is a leader in marketing technology, specializing in the creation of advertising, content marketing, audience targeting, personalization, and e-commerce, and is among the region’s fastest growing technology companies. LeadR is an interactive agency specializing in the implementation of direct marketing campaigns.  

SSW’s work was coordinated by Partner Pawel Chyb, assisted by Katarzyna Solarz.