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Kochanski Zieba & Partners has worked alongside Pinsent Masons in advising the Work Service S.A. provider of personnel services, which is already listed on the Warsaw Stock Exchange, on its February 18 listing on the London Stock Exchange.

According to KZP, this is the first listing of its kind since a change of regulation in Poland enabling indigenous companies to hold dual listings outside the country. As part of this, Capita Registrars is providing a depository interest structure for Polish companies to enable trading of securities through CREST.

The Pinsent Masons team was led by Corporate Partner Robert Moir, who said, “we are delighted to have assisted Work Service S.A. and Kochanski Zieba & Partners on this groundbreaking matter.  This was an innovative ‘pathfinder’ deal and I am sure there will be many progressive businesses in Poland and the wider CEE watching events with interest.” Moir was assisted by Christina Cook.

Szymon Galkowski, the Partner that led the project for Kochanski Zieba & Partners, said, “the dual listing of a Polish company through depositary interests on the London Stock Exchange is the first of its kind, and we have seen a greater amount of interest from Polish companies seeking to follow in Work Service’s footsteps, as this gives Polish companies access to a large pool of new capital and investors, and increases their visibility on international markets.”

Editor’s Note: After this article was published, Wierzbowski Eversheds announced that it had Capita IRG Trustees Ltd, which organized the process of listing in London for Work Service and serves as depositary in the structure.

“Our law firm provided comprehensive support to Capita IRG Trustees Ltd in connection with the transaction,” said Wierzbowski Eversheds Partner Krzysztof Haladyj. “It was a highly complicated project, requiring solutions to numerous issues at the intersection of Polish and English regulations connected with the dual listing of Work Service on the London Stock Exchange.” 

According to Ha?adyj, work on creation of the complex structure under which a Polish company could list in London using depositary interest instruments lasted over a year. A model was developed which could be used by other Polish companies seeking access to a broader group of investors and increased liquidity in London. “We are happy that we had the opportunity to work on such a complex and pioneering project,” said Haladyj. 

The London office of Eversheds was also involved in the work on the dual listing of Work Service. 

The right of an anchor tenant to prevent the lessor letting commercial premises to third parties has been scrutinized by the European Court of Justice. Such commercial lease agreements may have as their effect the restriction of competition.

The presence of anchor tenants is crucial for commercial property. Their key importance is often mirrored in lease agreements whereby the lessor’s right to decide individually, without the prior consent of the anchor tenant, to make other lettings of commercial premises to potential competitors of the anchor tenant, is restricted. The question whether such clauses are to be considered as restricting competition has up to now not been conclusively clarified.

In a recent decision, the European Court of Justice (SIA “Maxima Latvija/Konkurences padome, C-345/14) ruled that such agreements may not be considered, by their very nature, to be harmful to the proper functioning of competition. However, such commercial lease agreements may be considered as having the effect of preventing, restricting or distorting competition..

Since sec 1 Austrian Cartel Act (Kartellgesetz) is essentially similar to Art 101 (1) TFEU, the decision at hand is also relevant under Austrian law.

The case

Maxima Latvija (Maxima) is a food retail chain operating in Latvia and an anchor tenant. Maxima concluded a series of commercial lease agreements with shopping centres which contained a clause granting Maxima as the anchor tenant the right to refuse lease agreements in which the lessor would let commercial premises not already let to Maxima to third parties. The Latvian Competition Council decided that the clause at issue constituted vertical agreements the object of which is the prevention, restriction or distortion of competition. Maxima appealed the decision and the Latvian Supreme Court eventually referred the case to the European Court of Justice.. 

The decision of the ECJ

Although the ECJ ruled that such clauses have not as their object the restriction of competition, they may nevertheless be considered as having the effect of preventing, restricting or distorting competition. The effects of the agreement must be assessed in the economic and legal context in which they occur and where they might combine with others to have a cumulatively adverse effect on competition. In the case at hand, the assessment of the impact of the agreements must take account of the following:

(a) access to the relevant market: ability for a new competitor to establish itself in the catchment area taking into account economic, administrative or regulatory barriers; 

(b) assessment of the conditions under which competitive forces operate on the relevant market; in tis context, it is necessary to know the number and size of operators present on the market, the degree of concentration in that market and customer fidelity to existing brands and consumer habits;   

(c) If, after thorough analysis, one comes to the conclusion that access to the market is made difficult by all similar agreements found on the market in question, the extent to which they contribute to any closing-off of that market can be analysed, as only agreements which make an appreciable contribution to that closing-off are prohibited. The position of the contracting parties on the market in question and the duration of the agreements must be taken into consideration.

The Court emphasized that such assessment is not exclusively restricted to actual effects of the agreements in question, but also to their potential effects on competition.

Hence, following this decision, one must also thoroughly examine whether the clauses contribute to any closing-off in each individual case.

By Birgit Kraml, Counsel, Wolf Theiss

Sulija Partners has advised AviaAM Leasing on the acquisition of four Airbus A319 aircraft. Of the four, three were leased to the Far East Russian airline Aurora, whilst the fourth is “on its way” to an unidentified customer. The transaction value of the matter reportedly exceeds USD 40 million. Aurora relied on its in-house team on the matter but used a formal legal opinion prepared by Allen & Overy in Moscow.

AviaAM is a Warsaw Stock Exchange listed global aviation holding company engaged in commercial aircraft acquisition, leasing, and sales.

Partner Gintautas Sulija led the Sulija Partners team advising AviaAM.

The A&O team included Moscow-based Counsel Ilya Dvorkin and Associate Maria Dedova.

BSWW Legal & Tax has represented Rank Progress on the sale of the Aviator shopping center under construction in Mielec, Poland, to France’s E.Leclerc supermarket and hypermarket chain — which was advised by Andrzej Lulka Kancelaria Radcy Prawnego.

The transaction involved the sale of the real property, outlays, copyrights and the transfer of contracts related to the deployment of the investment, which ultimately will cover more than 25,000 square meters of leasable area and 1100 parking places for customers. The net value of the transaction is more than PLN 67 million.

The BSWW team advising Rank Progress — a leader in the implementation of projects related to large-format facilities — was led by Managing Partner Michal Wielhorski, with the support of Attorney at Law Mateusz Prokopiuk. 

Andrzej Lulka Kancelaria Radcy Prawnego did not respond to our inquiries.

The Venckute & Karnickas law firm — branded without the spaces, as Venckute&Karnickas — has opened its doors in Vilnius, led by former Senior Associates from Sorainen’s and Cobalt’s Vilnius offices.

Both Partners of the new firm are well recognized in niche legal areas. Jurgita Venckute is well-known employment lawyer in Lithuania, and headed Sorainen’s regional employment practice. IP/IT specialist Liudas Karnickas worked for 8 years in the Vilnius office of Lawin, and moved to Raidla, Lejins & Norcous in 2013, staying with it when the Vilnius office reformed as Cobalt, where he headed the firm’s Lithuanian IP & IT practice. According to a statement released by the two-person firm, “the combination of their expertise in IT, IP, employment law and data protection should well benefit local and international clients of Lithuanian legal market. In addition, the law firm has distinctive strengths in pharmaceutical and healthcare sectors.”

“We are well aware of the growing need among clients for specialized legal services, carefully selected information, tailored and strategic advice,” said Karnickas in that firm statement. “Law firm Venckute&Karnickas was inspired by these trends.”

Wolf Theiss offices in eight countries — Austria, Bulgaria, Croatia, Poland, Romania, Serbia, Slovakia, and Ukraine — are advising on a spin-off of the traditional lamp business from OSRAM, a leading light manufacturer. The spun-off company will operate under a new division called LEDVANCE (a combination of the terms “LED” and “advance”).

The product portfolio of LEDVANCE covers traditional lighting, modern LED lamps, and standardized over-the-counter luminaires, as well as connected and intelligent lighting solutions for smart homes and smart buildings. “Together with this internationally experienced and highly motivated management team, I’m looking forward to leading LEDVANCE jointly with our more than 10,000 proficient and committed employees into a future of sustained success,” said Jes Munk Hansen, who will lead the the company. “I see good growth opportunities especially in the area of standardized OTC luminaires.”

The schedule for the formal carve-out of LEDVANCE reportedly includes an April 1, 2016 target date for the completion of the organizational separation of the lamps business, while the legal separation is planned for July 1, 2016.

The 30+ members of the Wolf Theiss team working on the matter are led by Partner Peter Oberlechner in Austria. The individual country teams are led by Partners Anna Rizova (in Bulgaria), Luka Tadic (in Croatia), Jan Myska (in the Czech Republic), Ron Given (in Poland), Ileana Glodeanu (in Romania), Miroslav Stojanovic (in Serbia), Lubos Frolkovic (in Slovakia), and Taras Dumych (in Ukraine). 

Asters law firm has acted as legal counsel to the European Bank for Reconstruction and Development in connection with its capital increase of UkrSibbank by UAH 3.29 billion.

UkrSibbank was registered on June 18, 1990, and is reported to be the third largest bank in Ukraine. The bank, which has been a subsidiary of BNP Paribas since 2006, operates more than 700 branches across the country.

Asters’ team was led by Partner Iryna Pokanay and included Partners Yevgen Porada and Olexiy Pustovit, Counsel Gabriel Aslanian, and Associates Inna Bondarenko and Nadiya Dmytrenko.

Asters did not reply to our inquiries on the matter.

Hogan Lovells and Schoenherr have advised U.S.-based Ingram Micro on its acquisition of the Central and Eastern Europe division of Russia-based Value Added Distributors RRC Group — which was advised by Salomons. The closing of the transaction – which remains subject to approval by the relevant competition authorities — is expected to take place in the second quarter of 2016, and the purchase price was not disclosed.

Headquartered in Irvine, California, Ingram Micro Inc. is a distributor in information technologies and telecommunications and offers global technology and supply chain services to businesses around the world. The company has an extensive sales and distribution network in 39 countries spread over 6 continents servicing clients in 170 countries. Germany based Ingram Micro Distribution GmbH operates the largest European regional ITK- distribution center in Straubing.  

Value Added Distributor RRC Group operates in the fields of storage systems, network security, and IT infrastructure, offering a range of high tech products, services, and solutions. The company’s CEE division operates in Poland, Hungary, Serbia, Romania, the Czech Republic, Croatia, Slovenia, Macedonia and Albania. 

Hogan Lovells (Munich) acted as lead counsel, while Schoenherr was in charge of the due diligence process in Croatia, the Czech Republic, Romania, Serbia, and Slovenia. The core team at Schoenherr advising Ingram Micro was led by Partner Thomas Kulnigg, and consisted of Attorneys Clemens Rainer, Dina Vlahov, Monica Cojocaru, Srecko Vujakovic, Eva Mozina, and Vladimir Cizek.

The Salomons team consisted of Partner Anton Klyachin, assisted by Senior Associate Svetlana Sokolova.

Clifford Chance has advised Bank BGZ BNP Paribas S.A. and Bank Millennium S.A., in relation to loan facilities totalling PLN 105 million provided to Kliniki Neuroradiochirurgii to finance the construction of an oncology hospital in Radom and refinance the existing debt of the Kliniki Neuroradiochirurgii group of companies. FKA Furtek Komosa Aleksandrowicz advised the Kliniki Neuroradiochirurgii and its main investor on the loan, which will finance the construction of a modern oncology hospital for patients in southern Mazovia and day-to-day operations of the Gamma Knife clinic.

The Clifford Chance team was led by Partner Andrzej Stosio, and included Senior Associate Dominik Kepinski and Associates Anna Miernik and Mateusz Chmura.

The FKA Furtek Komosa Aleksandrowicz team advising Kliniki Neuroradiochirurgii and its main investor consisted of Partner Leszek Rydzewski and Senior Associate Bartlomiej Bronisz. Kliniki Neuroradiochirurgii also received financial advice from Pawel Roszkowski and Marzena Wojcik of TDI Corporate Finance.

Sorainen’s Latvia office has assisted Rigaburger, operator of the Hesburger restaurant chain in Latvia, on the acquisition and development of land plots located at 4 Katoju street and 7 Skanstes street in Riga.

Hesburger is a fast-food chain based in Turku, Finland, which is the largest hamburger chain in Finland. The company’s name derives from the nickname of its founder, Heikki “Hese” Salmela. 

Sorainen assisted Rigaburger with structuring the transaction and drafted related agreements and documents. The transactions involved a combined investment of over EUR 1 million to develop two new restaurants.   

The firm’s team was led by Specialist Legal Counsel Lelde Lavina and Associate Andris Vilisons.