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Allen & Overy has advised Sberbank CIB as arranger in relation to the USD 2.5 billion financing of Renova Group’s mandatory tender offer to all shareholders of Sulzer AG.  Pursuant to the offer, on December 4, 2015, Renova Group acquired shares in Sulzer representing 29.5%. of the ordinary issued share capital of the company.  

As a result of the offer, when combined with Renova Group’s existing holding of Sulzer shares, Renova Group acquired majority control of the company, holding 62.86%.

The Allen & Overy team was led by Moscow-based Banking Partner Stephen Matthews, who said: “We are delighted to have assisted our client Sberbank CIB with this challenging and strategically important transaction for Renova Group. Public bid financings have been a major focus across the international loan markets in recent years. Notwithstanding the broader market challenges in Russia these days, this sophisticated and high-value financing illustrates Sberbank CIB’s confident position at the forefront of this international trend.”

Matthews was assisted by Moscow-based Associate Hugh Mathison. 

According to an Allen & Overy press release, “the team was instructed by the client and joined what was a reasonably complex process just two weeks prior to the launch date for the offer fixed by Renova’s Board of Directors.”

Image Source: Marina Zezelina / Shutterstock.com

Fort has successfully represented Ainars Dimants, the former head of the National Mass Media Board (NEPLP), in his claim that his dismissal from the board was improper and his demand for reinstatement.

Pursuant to Latvian law, NEPLP supervises both public electronic mass media (and is the holder of the government’s share in the state-owned Latvian Television and Latvian Radio networks) and commercial and non-commercial mass media.

Fort explained that, on July 8, 2015 the Parliament of Latvia (Saeima) dismissing Ainars Dimants from his position as member of NEPLP. On December 23, 2015, after reviewing Dimants’ application, the Administrative District Court revoked Saeima’s decision as unlawful. The Court held that Saeima did not provide sufficient reasoning for its dismissal of Dimants from his position, and thus represented a violation of the prohibition of arbitrariness in its actions. 

The court also emphasized the special status of NEPLP and guarantees of independence to avoid subjecting NEPLP to political pressure. Indeed, the decision of Saeima to dismiss Dimants raised what Fort describes as “heated discussions among the general public” as to whether he was dismissed for political reasons, which “jeopardized activities of this independent authority in the public media sector.”

The court granted Dimants’ request to have its judgment enforced immediately after its adoption, thus reinstating him to the Board.

Fort Latvia Partner Sandis Bertaitis represented Dimants in the hearing before the court, though Bertaitis emphasizes that “the written position of Mr Dimants was prepared by a team of lawyers from our office.”

Budapest-based Eva Nikolic has become the Head of Legal Adria Cluster at British American Tobacco.

After ten and a half year at Valeant Pharmaceuticals, where she rose to Legal Director Europe, Nikolic moved to British American Tobacco in June 2012, initially as Head of Legal Hungary and Croatia, Central Europe. In 2014 she became Head of Legal Central Europe Cluster, and in October 2015 accepted her current position.

In an exclusive conversation with CEE Legal Matters, Nikolic explained that, “the move is related to the acquisition of TDR and other companies by BAT from Adris Group (acquisition [which was first reported on by CEE Legal Matters on June 2, 2015] completed on September 30), whereby BAT acquired all of the tobacco business, plus the retail, printing and leaf processing businesses in Croatia, BiH, Slovenia, Serbia, Montenegro, Macedonia, Kosovo and export markets. Due to the size and complexity of the acquired business, the Central Europe Cluster has been divided and a new Adria Cluster has been formed, with a fully fledged Top Team (Management Team) in order to have a full focus on the newly acquired business and on its integration into BAT’s system and Group overall. Since I was working on this acquisition as a member of the core team, I’ve gladly accepted this role as a huge challenge.”

Sorainen’s Lithuanian office has advised a syndicate consisting of Skandinaviska Enskilda Banken, SEB Bankas, and Danske Bank (working through a Lithuanian branch), on a long term loan agreement with Teo LT — which was advised by Valiunas Ellex.

The syndicated financing in the amount of EUR 150 million was used to finance Teo LT’s acquisition of Omnitel shares from TeliaSonera (reported on by CEE Legal Matters on October 9, 2015) — which, Valiunas Ellex (which advised TeliaSonera on that acquisition) reports, closed on January 4, 2016.

Both Teo and Omnitel are owned by TeliaSonera, and Teo’s acquisition of Omnitel shares from its parent, TeliaSonera, represented a consolidation of the Lithuanian telecom market.

The Sorainen team advising the syndicate of banks was led by Partner Tomas Kontautas and included Senior Associate Agne Sovaite and Associate Jurgita Nikita.

The Valiunas Ellex team advising Teo LT on the financing was led by Partner Dovile Burgiene, and included Associate Partner Robertas Ciocys and Senior Associate Lina Radaviciene.

Mannheimer Swartling has announced that Moscow-based lawyer Fredrik Ringquist was one of 7 the firm promoted to Partner on January 1, 2016.

Ringquist, who has also worked in Mannheimer Swartling’s New York and Stockholm offices, is a member of Mannheimer Swartling’s Dispute Resolution practice group, where he primarily works with international arbitration related to Russia and other parts of the former Soviet Union. His practice also includes advising on international trade issues such as sanctions. He joined the firm in 2005 and is a member of the Swedish Bar Association.  He has a 2005 LL.M. degree from the University of Lund.

“We are delighted to announce the election of seven new partners from within our ranks,” said Jan Dernestam, Managing Partner at Mannheimer Swartling. “These individuals represent a wide spectrum of expertise and a broad range of the firm’s practice areas. They work in our offices located in Sweden and abroad, and have demonstrated an impressive engagement in both our clients’ business as well as the firm’s. It is a privilege to welcome them to their new roles at Mannheimer Swartling. On behalf of everyone at Mannheimer Swartling, I would like to congratulate our new partners. We look forward to their continued success.”

Four of the other six lawyers promoted to Partner are based in Stockholm, with another one in Malmo, and one in New York City.

Austrian Dispute Resolution Partner Bettina Knoetzl left Wolf Theiss this December “in order to strike a new career path” (as CEE Legal Matters reported on December 16, 2015). That new path turns out to be a new dispute resolution law firm she officially launches today, called Knoetzl.

At Knoetzl, Knoetzl is joined by 5 partners — 4 of which come with her from Wolf Theiss: Florian Haugeneder, former Partner and Head of Wolf Theiss’s International Arbitration practice; Katrin Hanschitz, former Counsel with Wolf Theiss who specializes on corporate litigation and life sciences; Axel Thoss, former Counsel with Wolf Theiss who specializes in international civil law disputes, white collar crime, and compliance; and Emmanuel Kaufman, former Senior Associate with Wolf Theiss, whose arbitration experience has a particular focus on South America (Originally from Argentina he has been covering cases in that region as well). The 6th Partner at Knoetzl is Patrizia Netal, former Partner with Platte Rechtsanwalte and previous Head of Arbitration at Siemer – Siegl – Fureder & Partner.

Bettina Knoetzl told CEE Legal Matters that the team “started building a real dedicated dispute resolution practice a long time ago [with Wolf Theiss]. With a select group of individuals specializing in litigation, arbitration, and international arbitration, [and] also in business crime, compliance, and crisis management, we aim to become the go-to firm in these fields.” And the market is ready for such a specialized firm according to Haugeneder: “The arbitration market and specialization in Austria has been growing over the past years considerably, and I believe it will continue to grow, so we saw a real opportunity for a specialized firm. We think this is something that does not exist in the model we are proposing and expect a lot of success as we believe we’ll be well received not only in Austria, but in the region as a whole.” The view was shared by Kaufman who pointed out that the team has experience not only in Austria, but across Eastern Europe, and “is looking forward to going a step forward in quality with the new structure allowing just for that.”

Talking about the leadership structure and future plans for growth, Knoetzl said the team (which currently consists of 18 fee earners) is looking to grow in the near future — likely in the same specialization fields, with the firm aiming to become the litigation and arbitration power house in the market — but hiring in complimentary practices is a possibility as well. The question of who the Managing Partner of the new firm will be is yet to be announced, with a potential 7th Partner or Managing Director joining in the near future in that capacity. The team did not want to disclose further information on this at this point. 

Knoetzl represents another notable split-off from a traditional Austrian firm, and is another member of a growing tribe of boutiques in Austria. This phenomenon was considered in the August 2015 issue of the CEE Legal Matters magazine.

I – Introduction

In Turkey, principles and details as to the authorization and operations of payment institutions and electronic money institutions are covered by the Regulation on Payment Services and Electronic Money Issuance and Payment Institutions (“Regulation”) introduced by the Banking Regulation and Supervision Agency (“BRSA”).

On December 26th 2015, the Regulation Amending the Regulation on Payment Services and Electronic Money Issuance and Payment Organizations and Electronic Money Organizations (“Amendment Regulation”) has been published on the Official Gazette. The Amendment Regulation has amended a total of 12 articles in the Regulation, most of which pertain to one-off payment transactions and frame contracts. 

II – Amendments

• The definition of “invoice payment” in Article 3 of the Regulation has been amended. With the amendment made in Article 3, taxes, fees, social security support contributions and penalties due to these payments are removed from the definition of “invoice payment”.  
• A sub clause has been inserted to Article 5 of the Regulation titled “payment services”, specifying that sub clause 6 of Article 5¹ will not be applied in cases where institutions outsourcing from banks for provision of invoice payment services are clearly authorized through an agreement between the bank and the invoicing authority, for collecting payments on behalf of such invoicing authority.
• Article 8 (2) of the Regulation, listing the documents required for license application to be made by companies having banks or financial institutions established abroad as shareholders directly or indirectly holding more than 10 % of the shares and as managing shareholders, has been amended. 

In this respect, the companies fulfilling the foregoing qualifications will no longer be obliged to submit (i) activity schedule and business plan prepared in accordance with Article 8 (1) (b), (ii) power of attorney copies for shareholder representatives, if any and (iii) information listed in Article 18, related to the board members and the general manager. 

• Board of Director’s authority to determine the conditions for deputy general manager’s attendance to board meetings in the absence of general manager, is removed from Article 16 (1) of the Regulation. Same as before, the board will have to be constituted of at least 3 members and the general manager is a natural member of the BoD. 
• Article 5 of the Amendment Regulation amends Article 24 (2) of the Regulation, on the calculation of shareholders equity for companies holding shares in banks or financial institutions. 
• With the amendment made in Article 29 of the Regulation, the requirement as to the form of contracts² to be executed for one-off payment transactions has been removed and a wording allowing one-off payment transactions to be conducted through a receipt or similar documents instead of contracts, has been added. Also, through the amendment, the contracts for one-off transactions will have to include the customer’s consent and a copy of the text including the consent of the user is sought for one-off payment transactions made remotely. 
• Article 30 of the Regulation governing the pre-information requirement of users by payment service providers, has also been amended. Accordingly, payment service providers are obliged to publish in their workplaces, in a visible manner, maximum period for the transaction to be completed, total service fees and if any, exchange rates to be implemented. 
• Certain cosmetic changes have been made on Article 31 governing the information to be placed on contracts, receipts or similar documents to be issued for one-off payment transactions, in a manner to be consistent with the changes made in Article 30.
• With the amendment made in Article 57, in frame contracts between payment service users which are consumers and the payment service providers, parties will be allowed to decide on not implementing the rule under sub clause (g) of Article 35 (9)³ or on implementing such rule in a different form. 
• Lastly, provision excluding one-off payment transactions from the obligation to execute a contract in case the payment transaction falls under TL 300 or limit of the payment instrument is or under TL 500 or the fund amount of the payment instrument at any time do not exceed TL 500, has been removed from Article 58.

III – Last Note

According to Article 13, the Amendment Regulation has entered into force on the publication date. Therefore all of the foregoing amendments became effective as of December 26th 2015.

(First published in Mondaq on January 5, 2016)

1. In services for invoice payment mediations, Article 5 (6) of the Regulation obliges payment and electronic money institutions to execute contracts with invoicing companies. 
2. e.g. requirement as to the font size of at least 12. 
3. i.e. inclusion of breakdown of the service fee into the frame contract. 

By Gonenc Gurkaynak, Managing Partner, Ceren Yildiz, Associate and Ecem Elver, Associate, ELIG, Attorneys-at-Law

Redcliffe Dispute Resolution Partner Sergiy Gryshko has been appointed Head of the ICC Arbitration Commission by the ICC Ukraine’s Board.

According to a Redcliffe press release, in this capacity Gryshko “will contribute to promoting arbitration and creating favourable regulatory climate for arbitration in Ukraine.” Gryshko is also listed as an arbitrator at the JSM Permanent Court of Arbitration (in the Slovak Republic).

Redcliffe is a new presence on the Ukrainian legal market, taking over from Clifford Chance when the international firm withdrew from Ukraine in December 2015 (reported on by CEE Legal Matters on December 7, 2015).

The Moral Law Firm in Turkey has advised the Kavuklar Gayrimenkul Yatirim real estate and construction company on matters related to its Point Bornova Shopping Mall and Residences project in Izmir. According to the firm, Point Bornova “carries an investment value of approximately YTL 1 billion.”

Point Bornova, which officially opened on November 27, 2015, has 56,000 square meters of general leasing area, and is the first shopping mall in Middle East and Europe with an automatic roof that opens and closes as necessary. The mall introduced retail brands including H&M, COS, Armani Jeans, Furla, Scotch & Soda , Kiehl’s, EA7 Emporio Armani, Vakko Wedding, and Sportsoul to Izmir.

Moral assisted Kavuklar GY with the negotiating and closing of the EUR 60 million loan agreement with Finansbank, the negotiating and closing of approximately 200 leasing agreements, and the negotiating and drafting of more than 50 supply contracts, among other things. The firm’s team was led by Vefa Resat Moral and Idil Pelit, supported by Efe Kinikoglu, Serkan Pamukkale, Asli Pamukkale, and Karaca Kacar.

Image Source: arup.com

Sorainan Lithuania and Clifford Chance are advising the Thai Union Group on its acquisition of 51% shares in Rugen Fisch, a market leader in shelf-stable canned seafood in Germany. The transaction is expected to close in January 2016.

The Thai Union Group is the world’s largest shelf-stable tuna processor and owner of a large global portfolio of seafood brands. According to Sorainen, “this acquisition will make the Thai firm the canned seafood market leader in Germany.”

Rugen Fisch currently generates revenue in excess of EUR 140 million. The company supplies ambient and chilled fish including herring, mackerel, and salmon throughout Germany to all leading retailers under key brands such as Rugen Fisch, Hawesta, Ostsee Fisch, and Lysell, along with a significant private label business. The company employs over 850 people in four primary facilities in Germany and Lithuania.

Sorainen conducted legal due diligence of the Rugen Fisch production subsidiary in Lithuania and assisted Thai Union in the share acquisition process by advising on Lithuanian law. The firm’s team consisted of Partner Sergej Butov and Senior Associate Jonas Kiauleikis.

Image Source: ruegenfisch.de