Category: Deals and projects

Rymarz Zdort advised Bank BPH S.A. (“Bank BPH”) on the preparation, negotiation and conclusion of a significant outsourcing agreement for servicing a portfolio of mortgage receivables and the provision of IT services with IBM Polska Business Services sp. z o.o. (“IBM”). The advisory services also included support for Bank BPH in negotiating a quadrilateral cooperation agreement for the outsourcing services previously provided to Bank BPH by Alior Bank S.A. (“Alior Bank”) to be transferred to IBM and Kyndryl Polska Business Services sp. z o.o. (“Kyndryl”).

Bank BPH, a nationwide bank headquartered in Gdańsk, is part of the international capital group of the General Electric Company.

IBM Polska is the Poland-based arm of US-based IBM Inc., which provides consulting and IT services as well as software and hardware.

Kyndryl is a new company which was spun off from IBM in November 2021. The company is specialized in design, construction, modernization and management of technological systems.

Alior Bank is a universal bank in Poland that launched in 2008. Alior Bank is listed on the Warsaw Stock Exchange and is included in the WIG20 stock exchange index. The bank’s largest shareholder is the PZU Group, which holds approximately 32% of its shares.

Transactional supervision was carried out by Dr hab. Łukasz Gasiński, a partner in the corporate department at Rymarz Zdort, and the work was conducted by associate Szymon Cieniawski. The team also included partner Monika Kierepa, who was responsible for intellectual property law aspects and GDPR issues; partner Robert Krasnodębski and associate Filip Biegun, who were responsible for tax issues; and counsel Marek Kanczew, who coordinated the labour law aspects of the transaction.

Rymarz Zdort assisted Amos Luzon Development and Energy Group Ltd. (the “Luzon Group”) in connection with a squeeze-out of the minority shares in Ronson Development SE, a leading real estate developer in Poland. Bank Pekao S.A. – Biuro Maklerskie Pekao acted as an intermediary for the purpose of the squeeze-out process.

Ronson Development SE is a fast-growing real estate developer with residential investments in major Polish cities, mainly in Warsaw, but also in Poznan, Wroclaw and Szczecin.

The Ronson share squeeze-out process was initiated in May 2021. The Luzon Group, which at that time held 66.1% of the shares, announced an offer to purchase the shares from all of the other interested shareholders. Together with Bank Pekao, Rymarz Zdort supported Ronson in this process and in the buy-back of the shares from the market, aimed at the Luzon Group exceeding the threshold for announcing a squeeze-out procedure, which took place on 19 January 2022.

On 14 February 2022, the Luzon Group required the buy-back of 8,144,022 shares in Ronson Development held by the minority shareholders and representing 4.97% of the share capital. The squeeze-out date was set for 17 February 2022 and the price per share was PLN 2.51. As a result of the above-mentioned transactions, the Luzon Group now holds in aggregate (directly and indirectly) 100% of the share capital of Ronson Development SE.

The transaction team included Paweł Rymarz, managing partner, Dr Jakub Zagrajek, partner, and Małgorzata Deruś, associate.

Rymarz Zdort advised Electrum sp. z o.o. (“Electrum”), a Polish consultancy, engineering and technology company, in connection with the negotiations of various agreements related to certain joint venture arrangements between Electrum and Nofar Europe B.V., a company controlled by Nofar Energy. Thanks to this partnership, both companies will co-manage the joint venture, identify and develop opportunities for renewable energy in Poland.

Electrum is a leading consulting, engineering, and technology company in the Polish market. As an independent power producer (IPP), it specialises in preparing, implementing, launching, operating, and maintaining investment projects in the Renewable Energy Sources (RES), IT and industry sectors. It is also engaged in the comprehensive management of energy assets, such as wind and photovoltaic farms, cogeneration systems, energy storage facilities, hydrogen facilities, SMRs, and WTE.

Nofar Energy is a public, global, and entrepreneurial company in the field of renewable energy. The company’s activities include ground-mounted solar projects, floating solar projects on water reservoirs, rooftop solar projects, and electricity storage projects.

The work of the Rymarz Zdort team was led by partner Marek Durski, the head of the energy & natural resources practice, who was assisted by Łukasz Lech, senior associate, Adrian Augustyniak, associate, and Andrzej Granat, associate.

Rymarz Zdort advised the Polcom Group (the “Polcom Group”) on concluding a partial scheme of arrangement with a consortium of lenders, and in its subsequent merger with Volumetric Building Companies (“VBC”).

The Polcom Group, with its operations centre based in Gdansk, is one of the leading international manufacturers of steel modular buildings. The Group has completed some of the most innovative hotel projects in North America and Europe, including world-class hotel buildings in New York, Seattle, London, Washington, and Amsterdam.

VBC is a US leader in modular construction, headquartered in Philadelphia, Pennsylvania, with offices in the United States and, through its merger with the Polcom Group, also in Europe. It focuses on constructing modular buildings based on timber modular technology for the multifamily residential market to provide affordable housing for American and European families.

The merger of two modular construction giants will make the newly formed entity the leading provider of optimised, efficient and sustainable modular construction solutions worldwide.

The transactional team of Rymarz Zdort was led by Magdalena Pyzik-Waląg, a partner in the corporate department and head of the Restructuring practice. She was supported by Małgorzata Deruś, an associate in the corporate department, a member of the M&A practice, and Hubert Derdowski, an associate in the corporate department and member of the Restructuring practice.

Advice on tax aspects of the transaction was provided by Leszek Tokarski, a partner in the Tax Department, and Krzysztof Rembierz, a senior associate in the Tax Department.

Real estate aspects of the transaction were handled by Piotr Drzazga, a senior associate in the Real Estate Department.

Rymarz Zdort provided legal advice to two major shareholders of Ten Square Games S.A. (the “Company”) and its founders Maciej Popowicz and Arkadiusz Pernal in the course of the offering of the Company’s shares conducted under an accelerated book-building procedure.

In the transaction, Maciej Popowicz and Arkadiusz Pernal sold 438,107 shares, representing approximately 6% of the shares in the Company’s share capital and 6% of the total number of votes in the Company. The value of the transaction amounted to PLN 138 million.

Ten Square Games S.A. is a Polish developer and publisher of F2P (free to play) games for mobile devices (smartphones, tablets) and browsers. The company is a global market player and its games are available in most countries around the world. It is currently one of the highest-valued games companies on the regulated market of the Warsaw Stock Exchange.

The transaction team comprised Ewa Bober, a partner in the corporate department focusing on capital markets transactions, and Marta Rykalovska, associate.

Rymarz Zdort was supported by Weil Gotshal & Manges LLP on matters of US law.

The consortium placing the shares in the ABB process consisted of Dom Maklerski Banku Handlowego S.A. and Citigroup Global Markets Europe AG.

Rymarz Zdort advised the sellers of the Alseva Group (“ALSEVA“) on the signing of an investment agreement with Sunly (“SUNLY“), an investment group from the Baltic states and Norway.

The scope of Rymarz Zdort’s services included the provision of legal and tax advisory services in connection with the transaction.

ALSEVA is a Kraków-based developer of large-scale photovoltaic projects and a general contractor of photovoltaic power plants. It also operates in the field of energy storage and assists entrepreneurs in securing favourable contracts for the sale of energy, i.e. PPAs.

SUNLY is an industry investor operating in the Baltic countries – Estonia, Latvia and Lithuania, which not only invests in photovoltaic installations, but also in wind farm projects. SUNLY owns a significant portfolio of offshore wind projects on the Estonian coast.

The transaction was handled by Paweł Zdort, the managing partner, and assisted by Aleksandra Kabać, senior associate, and supported by Sebastian Stępiński, associate.

The tax advisory was led by Leszek Tokarski, partner, and the team comprised senior associates Michał Chyła and Maciej Kostrzewski.

We are pleased to announce that Rymarz Zdort supported Grupa LOTOS S.A. in its implementation of the remedies specified in the conditional decision of the European Commission of 14 July 2020 regarding its consent to a concentration involving Polski Koncern Naftowy ORLEN S.A. taking control over Grupa LOTOS S.A.

The process of PKN ORLEN taking over Grupa LOTOS was initiated in February 2018 with the execution of a letter of intent with the Polish State Treasury. In July 2020, the Płock-based company obtained from the European Commission conditional consent for the takeover of Grupa LOTOS. The decision crowned a very demanding and complex procedure in which we represented Grupa LOTOS.

In connection with the implementation of the remedies, we had an opportunity to advise our client on the drafting and negotiation of several conditional share sale agreements pursuant to which Grupa LOTOS will transfer the following shares to an entity controlled by Saudi Aramco:

• 30% of the shares in LOTOS Asfalt sp. z o.o., with its registered office in Gdańsk (a company engaged in processing refinery operations);
• 100% of the shares in a company to which an organised part of the wholesale fuel enterprise currently operated by LOTOS Paliwa sp. z o.o. will be carved out before the closing of the transaction; and
• 50% of the shares in LOTOS-Air BP Polska sp. z o.o., with its registered office in Gdańsk.

Additionally, with regard to the divestment of a part of the retail business, we advised Grupa LOTOS in connection with the negotiation of an agreement for the sale to Hungary-based MOL Hungarian Oil and Gas Public Limited Company of 100% of the shares in LOTOS Paliwa (from which the wholesale business referred to above will be carved out before the closing of the transaction), which sale included 417 fuel stations.

In connection with the implementation of remedies involving the bitumen production business and fuel logistics, we also advised Grupa LOTOS on the execution of a conditional agreement for the sale to a member of Unimot S.A. Group of 100% of the shares in LOTOS Terminale S.A., with its registered office in Czechowice-Dziedzice, an entity engaged in the fuel logistics business (fuel depots), which, prior to the closing of the transaction, will additionally acquire 100% of the shares in a company operating a bitumen manufacturing business at facilities located in Czechowice-Dziedzice and Jasło.

In connection with the implementation of remedies involving biofuels, we also advised Grupa LOTOS on the execution of a conditional agreement for the sale to Rossi Biofuel Zrt. of all of the shares held by Grupa LOTOS in LOTOS Biopaliwa, with its registered office in Czechowice-Dziedzice.

Additionally, we advised PKN ORLEN S.A. on a crude oil supply agreement with Saudi Aramco.

We are extremely thankful for having been given the opportunity to advise on this transaction. It has been one of the most complex and demanding deals Rymarz Zdort has handled in recent years due to its immense complexity and the involvement of a large number of entities with which we held simultaneous negotiations.

The team advising on the transaction included: Paweł Rymarz, Dr Jakub Zagrajek, Aleksandra Dobrzyńska-Grezel, Dr Paweł Mazur, Diana Sofu, Filip Golędzinowski, Iwona Her, Irmina Wątły, Kamil Kłopocki and Robert Krasnodębski.

“The merger of Grupa LOTOS and PKN ORLEN has been one of the largest and most engaging transactions in the history of our law firm. We will remember it not only because of the hundreds of hours worked by our team, but also because of its multidisciplinary and multifaceted nature. We would like to express our gratitude to our client, who entrusted us with such a demanding task, and to the entire team of Rymarz Zdort for this “superhuman” effort. The transaction will certainly become the showpiece of our law firm”, concludes Paweł Rymarz, the Managing Partner of Rymarz Zdort.

Rymarz Zdort advised HigoSense sp. z o.o. (“HigoSense”), a Warsaw-based digital healthcare provider, and its founders in connection with a EUR 5 million Series A funding round led by Cogito Capital Partners, with the participation of existing early-stage investors.

HigoSense, is a health-tech start-up established in 2017 offering a mobile medical examination device that is supported by a mobile app and an online AI-powered health diagnostic platform. HigoSense enables doctors to perform high-quality remote patient examinations and patients to perform examinations, as well as collect diagnostic data prior to or during a telehealth session.

Cogito Capital Partners focuses on providing support in management, financing and market expansion to technology companies with high-growth potential and helping them expand internationally.

The team advising on the transaction comprised Paweł Zdort, a managing partner, supported by Monika Michałowska, an associate. Robert Krasnodębski, a partner, was responsible for the tax aspects of the transaction.

Rymarz Zdort advised Globe Trade Centre (“GTC”, the “Company”) on the increase of the Company’s share capital via the issuance of series O bearer shares by way of an accelerated book-building process.

Numerous Polish and international investors placed a significant amount of demand declarations  and exceeded the base offer comprising 55 million new shares. On the back of such strong demand, the Company decided to increase the offer size by more than 60% and ultimately allocated 88,700,000 shares at PLN 6.40 per share, raising approximately EUR 123 million, which will be used to strengthen the capital structure of the GTC Group and fund future growth.

Globe Trade Centre S.A. is a leading real estate investor and developer active in Poland, Hungary, Romania, Bulgaria, Serbia and Croatia. The Company’s shares are listed on the Warsaw Stock Exchange and inward listed on the Johannesburg Stock Exchange.

Santander, Erste Group and WOOD & Company acted as Joint Global Coordinators and Joint Bookrunners assisting the Company in this transaction.

The transaction was handled by Dr Jakub Zagrajek, a partner. Patrick Bright, a partner at the Weil Gotshal & Manges London office, supported by associates Sandra Fadel and Anish Mohanty, advised GTC under English law and US securities law.

Rymarz Zdort advised European Logistics Investment (“ELI”) in connection with a transaction involving the sale of the Nexus portfolio, a 211,803 sq m logistics portfolio located in Poland, to CBRE Investment Management. The transaction is one of the largest deals in terms of size and value in the Polish warehouse market for 2021.

The portfolio comprises a total of eight properties across six, Grade A warehouse complexes, including Panattoni Park Warsaw Airport I, Panattoni Park Sosnowiec II, Panattoni Park Bydgoszcz II, Łódź Business Centre II, Panattoni Park Poznań V and Panattoni Park Kraków II. The portfolio is 94% let to a well-balanced mix of tenants.

ELI is a dynamically developing logistics platform on the Polish market. ELI provides high-quality facilities that offer excellent connectivity and value for businesses at desirable locations around the country, thanks to the partnership with Panattoni, a leading developer of industrial real estate. ELI’s current portfolio comprises of 26 logistics projects encompassing 45 properties with a total area of over 1.1 million sqm GLA, including 563,000 sqm of standing assets, 219,000 sqm under construction and a further 370,000 sqm secured in pipeline projects. ELI is owned by Redefine Properties, Madison International Realty and Griffin Real Estate.

CBRE Investment Management is a leading global real assets investment management firm with USD 133.1 billion in assets under management as of September 30, 2021. Assets under management (AUM) refers to the fair market value of real assets-related investments with respect to which CBRE Investment Management provides, on a global basis, oversight, investment management services and other advice and which generally consist of investments in real assets, equity in funds and joint ventures, securities portfolios, operating companies and real assets-related loans. As an investor/operator, the firm creates sustainable investment solutions across real assets categories, geographies, risk profiles and execution formats so that its clients, users, people and communities thrive.

The Rymarz Zdort team advising on the transaction was led by corporate partner and the head of the real estate practice Piotr Fedorowicz, who was supported by associate Michał Kostewicz and associate Patrick Koźliczak.