Category: Deals and projects

Rymarz Zdort advised Globalworth in connection with the sale of five office buildings located in Warsaw. Globalworth has signed a preliminary agreement with 5th Corner, a new investment platform created by Cornerstone Investment Management and certain other shareholders. The approximately EUR 123m transaction involved the sale of five office buildings in Warsaw: Nordic Park, Bliski Centrum, Batory Building I, Company House I and Warta Tower. The largest of these is the 30,000 sq.m. Warta Tower situated in the heart of Warsaw’s business district.

Globalworth is an investment company active on the CEE real estate market and listed on London’s AIM. It achieved its top standing as an investor in the CEE office space market thanks to its leading market positions in Romania and Poland.

The Rymarz Zdort team advising on the transaction was led by Piotr Fedorowicz, a corporate partner and the head of the real estate practice. Members of the transactional team included Tomasz Bąkowski, senior associate, Izabela Skrzypczak, associate, Mateusz Konopka, associate, and Marcin Banak, associate.

Rymarz Zdort advised Groupe CANAL+  (the “Buyer”) on its acquisition of 70% of the shares in SPI International B.V., the majority shareholder of Kino Polska TV S.A., from Cooperatieve SPI International U.A.

Groupe CANAL+ is a leading world pay-TV operator and major player in free-to-air television in France. CANAL+ has a wide international footprint with a presence in 40 countries in Europe, Sub-Saharan Africa and Asia. In Europe, CANAL+ has a strong presence in mainland France and Poland and has also acquired the M7 Group platform in 2019. Following the transaction, the Buyer will indirectly take over control of 12,913,285 shares in Kino Polska TV S.A. representing 65.15% of the company’s share capital.

SPI International is a global media group that has been a leading broadcaster and distributor of theatrical films and television programming for over 25 years. SPI’s portfolio includes free to air and pay TV channels available in CEE, Western Europe, CIS and the Balkans, including Poland, Czechia, Romania, Serbia, Russia and the Netherlands. SPI’s offer includes channels such as Kino Polska, Stopklatka and Dizi, as well as the FilmBox and Film1 brands.

The closing of the transaction remains subject to conditions precedent including the procurement of approvals from the Polish and Hungarian anti-trust authorities.

The Rymarz Zdort transaction team was headed by Dr Marek Maciąg, a partner in the corporate department, who was assisted by associate Monika Michałowska. The team that conducted the due diligence process comprised Monika Kierepa, a partner in the corporate department and the head of the intellectual property practice, Marek Kanczew, counsel, as well as Hubert Bracichowicz, Aleksandra Pietrzak and Piotr Króliński, associates from the corporate department. Antitrust matters were handled by Iwona Her, a partner in the corporate department and the head of the antitrust and competition law practice, Antonina Falandysz-Zięcik, a senior associate, and Karolina Chudy, an associate.

Rymarz Zdort advised Griffin Real Estate on the conclusion of a joint venture agreement with Kajima Europe involving the financing and development of renewable energy projects located in Poland. As part of the deal, the joint venture (the “JV”) created under the agreement acquired a 72% stake in PAD-RES, a leading developer in the clean energy asset sector in Poland.

The companies plan to focus on the further development of PAD-RES’ renewable energy portfolio, which comprises investments in solar and wind projects at various stages of implementation, both in the development stage and ready to build, with an operational renewable capacity exceeding 500MW. The portfolio places the platform at the forefront of the country’s renewable energy sector.

The JV will provide capital expenditure and development equity financing for the platform, which will develop the existing portfolio in 2021 – 2025, with a view to acquiring new projects and pursuing greenfield opportunities. Griffin Real Estate will act as a co-owner and investment manager of the platform. Mariusz Adamczewski, founder of PAD-RES, will remain as a minority investor and CEO.

Griffin Real Estate is the largest privately owned innovative investment and asset manager in private equity specialised in real estate in CEE, originating and introducing several new concepts and formats to the market. The Company invests and manages its investment platforms on behalf of both its owners and its renowned international investors and strategic partners. The gross asset value of Griffin-managed investments across ten different platforms exceeds EUR 5 billion with a total invested equity of over EUR 2 billion.

Kajima Europe Limited is a wholly-owned subsidiary of Kajima Corporation, headquartered in London, managing subsidiaries in the UK, the Czech Republic, France and Poland. Its principal activities are property investment, development and construction.

The team advising on the transaction was headed by managing partner Paweł Zdort, who was supported by counsel Jakub Krzemień and associate Małgorzata Deruś.

Rymarz Zdort provided legal support to PGNiG S.A. (“PGNiG“) in connection with the purchase of a controlling stake in Ukrainian company Karpatgazvydobuvannya from Energy Resources of Ukraine Management Services (“ERU“). Karpatgazvydobuvannya is the sole owner of the Byblivska licence, which covers an area located in Western Ukraine near the border with Poland. The company also holds a hydrocarbon exploration and production licence covering an area in the western part of the Lviv region. With respect to Ukrainian law matters, the transaction was supported by the law firm of Sayenko Kharenko.

The team involved in the transaction included the following members of the corporate department: Marek Durski, a partner and the head of energy and natural resources practice; Iwona Her, a partner and the head of the competition and antitrust practice; Jakub Krzemień, counsel; Łukasz Lech, senior associate; Antonina Falandysz-Zięcik, senior associate; and Andrzej Granat, associate.

Rymarz Zdort advised Accolade in a JV investment in an A-class warehouse facility in Wielenin-Kolonia in Central Poland. The entire facility is occupied by K-Flex, a worldwide leader in the production of elastomeric insulation.

The value of the transaction amounts to EUR 26 million, the area of the warehouse facility exceeds 34,500 sq m, and the property consists of three connected buildings. The facility is located in the village of Wielenin situated in Łódzkie voivodeship.

Accolade Holding provides first-class infrastructure for business in Europe, including global brands in the e-commerce, processing industry and logistics sectors. Accolade owns a network of 41 industrial parks in the Czech Republic, Poland, Germany, Slovakia, the Netherlands and Spain with BREEAM certification that guarantees a sustainable and friendly approach to the environment.

The Rymarz Zdort team advising on the transaction was led by Piotr Fedorowicz, a partner in the corporate department and the head of the real estate practice. The transaction team also comprised associates Tomasz Karkowski, Michal Kostewicz, Magdalena Bętkowska, Marta Szczepkowska, Izabela Skrzypczak and Mateusz Konopka.

Rymarz Zdort advised Griffin Real Estate on a joint venture agreement with Madison International Realty in connection with their two first investments together in Germany. With Griffin Real Estate’s partner, Panattoni, a market leading European logistic developer, the firms will develop two build-to-suit properties with footprints of over 7,000 sqm and 9,100 sqm, respectively. The properties have been leased to Amazon based on 15-year leases and have a combined investment volume of over EUR 80 million.

Griffin Real Estate and Madison International Realty have been working together since January 2020, when they began their strategic partnership in the logistics sector in Poland.

Griffin Real Estate is the largest privately owned private equity investment and asset manager specialising in real estate in CEE. It is very active on the market and is known for its innovation – originating and introducing several new concepts and formats to the market.

Madison International Realty is a leading liquidity provider to real estate investors worldwide.

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

Rymarz Zdort advised PGE Energia Ciepła S.A. (“PGE EC”), an entity of the capital group of PGE Polska Grupa Energetyczna S.A. (“PGE Group”), in the final stage of the consolidation of its assets. The last phase of the consolidation included the carve-out of PGE Górnictwo i Energetyka Konwencjonalna S.A. (“PGE GiEK”), which led to the transfer of the Szczecin and Pomorzany heat and power plants (CHPs) and the district heating network in Gryfino to PGE EC.

The transaction is a part of the PGE Group’s implementation of its District Heating Strategy, 2018-2023. Rymarz Zdort additionally advised PGE EC on the transfer by way of a carve-out of the Rybnik Power Plant to PGE GiEK, as well as the transfer of six CHP plants (branches in Kielce, Gorzów Wielkopolski, Rzeszów, Lublin, Zgierz and Bydgoszcz) from PGE GiEK to PGE EC.

“The consolidation process of the heating assets, in which we have actively been involved since 2018, led to the establishment of a single entity that is now the clear market leader in the heating sector in Poland.” – summarises Marek Durski, a partner in the corporate department of Rymarz Zdort and the head of the energy and natural resources practice.

The team involved in the project included, among others: Marek Durski, partner; Aleksandra Kabać, senior associate; and Andrzej Granat, associate.

Rymarz Zdort advised entities of Energa Capital Group S.A., part of the ORLEN Group, on various aspects of a carve-out of a gas power plant from Elektrownia Ostrołęka sp. z o.o. and in connection with the conclusion of agreements related to such carve-out.

The commencement of investing in brownfield assets is planned for the end of 2021 / beginning of 2022. The value of the investment, with a net capacity of 745 MW, implemented based on gas technology, is estimated at PLN 2.5 billion.

The Rymarz Zdort team involved in finalising the carve-out agreements included, among others: Paweł Rymarz, a managing partner; Marek Durski, a partner in the corporate department and the head of the energy and natural resources practice; Dr Marek Maciąg, a partner in the corporate department; as well as associates Adrian Augustyniak and Marta Szczepkowska from the energy practice; associates Dr Pawel Mazur and Marcin Banak from the corporate department; and counsel Piotr Zawacki from the tax practice.

Rymarz Zdort advised Ten Square Games S.A. on its acquisition of 100% of the shares in RORTOS S.r.l. from the company’s current shareholders.

Ten Square Games S.A. is a fast-growing mobile game developer specialising in free-to-play casual games. The company is one of the top quoted game development enterprises listed on the Warsaw Stock Exchange.

RORTOS S.r.l. is an Italy-based studio that has become a global leader in flight simulators through its development of a number of mobile games both in the casual and hardcore flight simulation segments.

The Rymarz Zdort team that advised on the transaction was headed by Paweł Zdort, a managing partner and Dr Filip Uziębło, a partner in the corporate department. Aleksandra Kabać, a senior associate, was responsible for providing day-to-day advice and managed all of the work in connection with the transaction. The team also comprised Monika Kierepa, a partner in the corporate department and the head of the intellectual property practice, and Monika Michałowska, an associate from the same department.

The Rymarz Zdort transaction team was supported by Paolo Brugnera and Tommaso Perilongo from Gianni & Origoni, an Italian law firm that conducted the due diligence process and advised with respect to the Italian law aspects of the transaction.

Rymarz Zdort advised Wirtualna Polska Media S.A. (“WP”) on the purchase of a 3 MW photovoltaic farm in the Lower Silesia region. This is the second such investment by WP, after their first PV farm was launched in April 2021.

The transaction is another step towards the realisation of the climate neutrality strategy adopted by the WP capital group which aims to ensure that all of the data centres used by entities from the WP capital group will be zero-emission by 2023.

“The WP transaction, which the Rymarz Zdort team had the great pleasure of supporting, is another sign of the prevailing trend on the Polish market under which companies from outside the energy sector decide to invest in ​​renewable energy sources in order to reduce their “carbon footprint” and to stabilise the costs of supplying power” – summarises Marek Durski, partner in the corporate department of Rymarz Zdort and head of the energy and natural resources practice.

The energy law aspects of the transaction were handled by the energy and natural resources team: Marek Durski, partner; Łukasz Lech, senior associate; and Adrian Augustyniak, associate. Corporate law matters were coordinated by Dr Filip Uziębło, partner; Małgorzata Deruś, associate; and tax law aspects by Filip Biegun, associate.