Category: Deals and projects

Rymarz Zdort advised Echo Investment S.A. (“Echo Investment”) on its joint venture with AFI Europe. The companies are cooperating in connection with the development of a complex of buildings with office, commercial and PRS functions along Warsaw’s ul. Towarowa.

Separately, Rymarz Zdort also advised Echo Investment on its acquisition of property for future residential construction. Echo Investment will act as the exclusive investor for the residential part of the project and as the developer for the entire project.

Towarowa 22 is an investment area of nearly 6.5 hectares located in the heart of the Wola district, a fast-developing part of Warsaw. It was once home to printing works, and a shopping centre is currently located there.

Echo Investment is Poland’s largest developer with extensive experience in the top sectors of the real estate market (residential, retail and office). Since 1996, the company has been listed on the Warsaw Stock Exchange, and Lisala sp. z o.o., owned by Hungarian Wing IHC Zrt and Griffin Real Estate, became its main shareholder in 2019. Echo Investment has completed 200 investments in dozens of Polish cities with a total area exceeding 2 million sqm.

AFI Europe is a leading developer with operations in several major CEE cities that focuses on large commercial and residential projects.

The Rymarz Zdort team advising on the transaction was led by partner Piotr Fedorowicz, head of the real estate practice, with the support of senior associate Karolina Bąkowska, associate Tomasz Karkowski, associate Patrick Koźliczak, associate Agnieszka Jabłońska, and associate Izabela Skrzypczak as well as counsel Irmina Wątły and associate Kamil Kłopocki of the antimonopoly team.

Rymarz Zdort supported ENEA (“ENEA”) in connection with a PLN 750 million issue of Series D shares. The company signed nearly 70 subscription agreements concerning a total of 88,288,515 shares at an issue price of PLN 8.50 per share. The State Treasury subscribed for the shares with a total issue value of approximately PLN 422 million; open pension funds subscribed for shares valued at over PLN 246 million; and other investors subscribed for shares valued at approximately PLN 82 million.

ENEA is actively participating in the transformation of the energy sector and develops renewable energy sources. As one of Poland’s largest energy companies, it shares responsibility for the country’s energy security and supplies energy to over 2.7 million customers.

The ENEA Group intends to use the share issue proceeds to make investments in the distribution sector, including by supporting the development of RES and smart grids, which is one of the key directions of its development strategy.

In addition to its support of activities related to the issuance and offering of the shares, Rymarz Zdort advised ENEA on the process of obtaining funds from the Reprivatisation Fund.

“Polish energy companies, like their counterparts in Europe, are increasingly focusing on energy transformation. We are glad that our law firm has once again had the opportunity to participate in a transaction the aim of which, in addition to our client’s investment goal,  was to ensure our country’s energy security, which is part of the strategy of the ENEA Group”, says Marek Durski, a partner and the head of the energy and natural resources practice at Rymarz Zdort.

The advisory team comprised Marek Maciąg, a partner in the corporate department; Marek Durski, a partner and the head of energy and natural resources practice; Klaudia Kasztelewicz, associate; Karolina Kłos, associate; and Aleksandra Pustiowska, senior associate.

Rymarz Zdort advised Żabka Polska (“Żabka”) in connection with sale-and-leaseback agreements for its new 60 000 sqm logistics facility in Radzymin, near Warsaw. The real estate investor in the transaction was Macquarie Asset Management.

The logistics facility in Radzymin is the BTS (“build-to-suit”). The facility is equipped with innovative automatic solutions that will not only speed up logistics services for stores and improve the quality of service for franchisees, but will also be environmentally friendly. One feature of the warehouse design is the “High Bay”, a section of 40-meter high storage.

The Rymarz Zdort team advising on the transaction was led by corporate partner and head of the real estate practice Piotr Fedorowicz, who was supported by associates Tomasz Karkowski and Izabela Skrzypczak.

We are pleased to announce that Rymarz Zdort assisted Powszechna Kasa Oszczędności Bank Polski Oddział Biuro Maklerskie, a Polish brokerage house acting as the global coordinator, in the process of the issuance of series E shares by PGE Polska Grupa Energetyczna (“PGE”). As a result of such issuance, approximately 374 million shares were subscribed for at the issue price of PLN 8.55 per share.

The State Treasury (the majority shareholder of PGE) subscribed for shares worth over PLN 2.5 billion, open-end pension funds subscribed for shares worth approximately PLN 450 million and other investors subscribed for shares worth approximately PLN 250 million. PGE is planning to spend the proceeds of approximately PLN 3.2 billion from this issuance on investments in three areas: the development of power distribution systems, renewable energy sources, and the decarbonisation of power and heat generation processes through the development of low-carbon energy sources.

“This transaction on which we advised is a prime example of the potential of Polish energy groups, which, despite the very difficult market and geopolitical circumstances, have decided to issue shares and allocate the issue proceeds to the financing of distribution projects or low-carbon and renewable sources,” said Marek Durski, a partner and the head of the Energy & Natural Resources practice in Rymarz Zdort.

The Rymarz Zdort team advising on the transaction comprised, Marek Maciąg (a partner and the head of the Corporate practice), Marek Durski (a partner and the head of the Energy & Natural Resources practice), Klaudia Kasztelewicz (associate) and Karolina Stepaniuk (associate).

Rymarz Zdort is advising a consortium of lenders on the complex financing of a portfolio of 140 photovoltaic farms. The portfolio has an aggregate capacity of 134 MW and is being developed by 32 borrowers.

The borrowers are part of the FAMUR Group, which is actively expanding its green energy investments. The FAMUR Group currently has a portfolio of approximately 1.5 GW, including 134 MW under development, with an additional 500 MW in the pipeline.

The transaction team is being supervised by Marcin Iwaniszyn, a partner and co-head of the banking and finance practice of Rymarz Zdort and is being led by Dr Jakub Rachwol, counsel, who is being assisted by associates Andrzej Sarnacki, Krystian Kurgan, Maria Słomska and Oskar Lipień.

Regulatory and energy-related support is being supervised by partner Marek Durski, head of the energy and natural resources practice of Rymarz Zdort and is being coordinated by senior associate Adrian Augustyniak. The team also includes counsel Łukasz Lech and associates Klaudia Kasztelewicz from the energy and natural resources practice.

We are pleased to announce that Rymarz Zdort advised Innova Capital on the sale of 100% of the shares in Trimo d.o.o. (“Trimo”) to Recticel NV, a Belgian company listed on Euronext (“Recticel”). As a result of the transaction and subject to standard conditions precedent, Innova Capital undertook to sell its 100% stake in Trimo to Recticel in exchange for a price reflecting an enterprise value of EUR 164 million. The acquisition of Trimo marks another important milestone in Recticel’s strategic portfolio reorientation. The transaction is expected to close not later than the third quarter of 2022.

The Slovenian Trimo Group is a leading European producer of sustainable, mineral-wool insulated panels and building envelopes for the construction industry. Trimo sells its premium products in 60 countries worldwide.

Recticel is a Belgian industrial group with a strong European dimension as well as operations in Asia, Africa and the United States.

“We would like to congratulate Innova Capital on the transaction and are glad to once again have been given the opportunity to participate in a regional project and to support our client as lead transactional legal counsel” – said managing partner Paweł Zdort.

The Rymarz Zdort team that served as lead transactional counsel comprised Corporate practice partners Paweł Zdort and Dr Jakub Zagrajek, and senior associate Małgorzata Deruś. The antimonopoly aspects of the transaction were handled by attorneys from the Rymarz Zdort Competition/Antitrust practice, including partner Iwona Her, counsel Irmina Wątły, senior associate Tomasz Kordala and associate Karolina Chudy.

The Rymarz Zdort transaction team was supported by local legal advisors Jadek & Pensa, a Slovenian firm, and Prica & Partners, a Serbian firm.

Rymarz Zdort advised Ten Square Games S.A. (“Ten Square Games”) on its acquisition of a 24.8% stake in the Polish gaming business Gamesture sp. z o.o. (“Gamesture”).

The transaction is yet another investment by Ten Square Games on which our law firm has advised. Last June, Ten Square Games acquired a 100% stake in RORTOS S.r.l., an Italian developer of mobile flight simulator games.

The investment of Ten Square Games in Gamesture will enable both entities to exchange experience and know-how as well as strengthen the position of both brands in the mobile gaming market. The value of the transaction amounted to approximately USD 3.5 million.

Ten Square Games is a leading developer and publisher of mobile games specialising in free-to-play casual games. The company has been listed on the Warsaw Stock Exchange since 2018.

Gamesture is a Polish developer specialising in role-playing games such as Questland, Fable Wars and Slash & Roll.

Advice on the transaction was provided by senior associate Aleksandra Kabać, with the support of senior associate Aleksandra Pustiowska. Partner Monika Kierepa led the due diligence team. The transaction team was supervised by managing partner Paweł Zdort.

The Rymarz Zdort tax team advised Ghelamco (“Ghelamco”) on the sale of office buildings with a retail and service passage in The Warsaw HUB complex to Google Poland (“Google Poland”), one of the main tenants in the building.

The Warsaw HUB is a multifunctional skyscraper complex developed and constructed by Ghelamco. Located at Rondo Daszyńskiego, in the most dynamically developing part of Warsaw, it is one of Europe’s most technologically advanced buildings.

The deal’s value is approx. EUR 583 million and is the largest single office transaction in the history of the Polish and CEE markets to date.

Ghelamco is a leading European real estate investor and developer operating in the office, residential, retail, logistics and leisure markets. Its high-quality projects on the Belgian, Polish, UK markets combine prime and strategic locations with aesthetically inspiring and efficient designs.

Google Poland, a subsidiary of Google LLC, is an American multinational technology company specialising in internet-related services and products.

The Rymarz Zdort transaction team was headed by Leszek Tokarski, a partner and co-head of the tax practice, with support from senior associate Krzysztof Rembierz. We would like to thank our co-counsel in this project, MDDP, in particular partner Paweł Mazurkiewicz and manager Katarzyna Kozakowska, who worked hand in hand with our team.

Rymarz Zdort aims to promote individuals who possess outstanding legal expertise and a strong work ethic, and who are committed to delivering value to clients.

We are very pleased to announce that, as of the beginning of March 2022, seventeen of our attorneys from the Dispute Resolution, Energy & Natural Resources, Banking & Finance, Real Estate, Competition & Antitrust, Mergers & Acquisitions and Corporate departments have been promoted within the firm.

Promoted to Partner

• Filip Leśniak

Promoted to Counsel

• Magdalena Krasińska
• Łukasz Lech
• Maria Szczepańska

Promoted to Senior Associate

• Adrian Augustyniak
• Szymon Cieniawski
• Jakub Czerka
• Małgorzata Deruś
• Marzena Iskierka
• Paweł Mazur
• Sebastian Mikina
• Aleksandra Pustiowska
• Diana Sofu

Promoted to Associate

• Tomasz Karkowski
• Kamil Kłopocki
• Patrick Koźliczak
• Karolina Stepaniuk

“Providing continuous support for professional development and building the appropriate experience and competencies of our team is particularly important to us and has always been a key element of our strategy. This approach brings benefits to everyone. We provide our lawyers with support and development opportunities and in return, we are rewarded with the pleasure of working with ambitious, motivated, committed and experienced people. Ultimately, our clients are the biggest winners, because the best lawyers on the market work for them. That is why we are more than happy when our wonderful colleagues receive promotions in recognition of their professional development” – said Paweł Zdort, managing partner of Rymarz Zdort.

Congratulations on your promotions and best wishes for your continued professional growth!

We are pleased to announce that the petition of PAO Gazprom and OOO Gazprom Export to set aside the award of 30 March 2020 concerning the reduction of the contractual price for gas supplied by Gazprom under the Yamal contract, issued by the Arbitral Tribunal in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”), was dismissed in its entirety as groundless.

The verdict is not yet final and binding as the Court of Appeal in Stockholm allowed Gazprom to file a cassation appeal against the verdict to the Supreme Court.

Rymarz Zdort had the pleasure of representing PGNiG in the arbitration proceedings against Gazprom and supported PGNiG’s Swedish law counsel in the proceedings before the Court of Appeal in Stockholm.

The Rymarz Zdort team advising PGNiG on its dispute with Gazprom included managing partner Paweł Rymarz, partner Krzysztof Sajchta and partner Marek Durski.