Category: Deals and projects

We are pleased to announce that we provided tax advice to Ghelamco Poland in connection with the sale of the Warsaw UNIT skyscraper to Swedish company Eastnine. The value of the transaction amounted to EUR 280 million, a record for the office property market in Europe this year.

Warsaw UNIT is a modern, 202-metre-high skyscraper located at Rondo Daszyńskiego in Warsaw. The building has 46 floors and offers almost 60,000 square metres of office space.

Ghelamco is one of the largest international developers in Europe, operating on its home market in Belgium, but also in the UK and Cyprus. In Poland, it has completed its investments in Warsaw, Kraków, Katowice, Łódź and Wrocław, among others.

Eastnine is a Swedish real estate company listed on the Stockholm Stock Exchange. It focuses on modern, sustainable and high-yield office properties in prime locations in selected markets in the Baltics and Poland.

Tax advice in connection with the transaction was provided by Leszek Tokarski (partner) and Krzysztof Rembierz (counsel) together with Katarzyna Kozakowska, representing MDDP.

“We are grateful for the opportunity to support Ghelamco in this record-breaking transaction in the European office market in terms of value. We would like to thank them for their trust in us once again and congratulate all of the parties involved, in particular the MDDP team working with us,” said Leszek Tokarski, the partner heading the tax practice at Rymarz Zdort Maruta.

We are pleased to announce that on 4 October 2024, the Regional Court in Warsaw discontinued proceedings conducted against 13 former members of the management board and supervisory board of PKP Cargo S.A. The discontinuance stemmed from the withdrawal of the indictment by the prosecutor’s office and resulted in the final conclusion of the case and the board members of PKP Cargo S.A. being found not guilty.

The proceedings concerned circumstances related to a transaction involving the purchase by PKP Cargo S.A. of 80% of the shares in AWT B.V., a Czech company, in December 2014, and was certainly one of the most notorious and precedent-setting (in terms of the principles of criminal liability of managers) commercial criminal proceedings in recent years. According to the original allegations of the regional prosecutor’s office in Lublin, the actions of the managers of PKP Cargo S.A. allegedly resulted in an ‘overpayment’ for the shares in the Czech company and, in the absence of the confirmation of such actions, charges were filed against them, including payment of allegedly undue remuneration (contractually agreed) to the chief transaction advisor, as well as exercising excessive caution in the form of over-insuring the transaction.

The following attorneys defended four former members of the management board and a member of the supervisory board of PKP Cargo S.A.: Karina Aust-Niewiadomska (partner), Krzysztof Sajchta (partner), and Maria Szczepańska (counsel).

We are pleased to announce that Rymarz Zdort Maruta advised Vantage, a company that develops and manages a PRS platform, belonging together with ROBYG to the TAG Immobilien group, in connection with securing EUR 100 million in financing from the European Bank for Reconstruction and Development (the “EBRD”) for the construction and operation of a portfolio of rental flats.

The transaction will add approximately 3,000 new affordable housing units to the Vantage portfolio.

The Private Rented Sector (PRS) is a sector of the residential real estate market in which specialised, professional agents rent out residential properties. The PRS is experiencing dynamic growth in Poland and investments in this sector are increasing year on year. 

Vantage is one of the leaders of the institutional rental market (PRS) in Poland. It has premises in Wrocław, Poznań and Łódź – 14 investments in total. It has around 3,000 rental units on offer and over a thousand units under construction.

The European Bank for Reconstruction and Development is an international financial institution, headquartered in London, which was established during the European Council in Strasbourg in 1989 and that began operations in 1991. The main purpose of establishing the EBRD was to support the process of economic transformation in the countries of Central and Eastern Europe.

The transaction was led by Adrian Więslaw (senior associate) and supported by Maksymilian Kaszubowski (associate). The team was supervised by Dr Jakub Rachwol (a partner and co-head of the banking and finance practice).

We are pleased to announce that our law firm successfully represented DESA Unicum S.A. before the Internet Domain Arbitration Court at the Polish Chamber of Information Technology and Telecommunications (“PIIT”) in a case brought by Desa Dzieła Sztuki i Antyki sp. z o.o. concerning the infringement of rights as a result of the conclusion of an agreement for the maintenance of the internet domain name ‘desa.pl’.

Both parties to the dispute were associated with the state enterprise ‘DESA’ Dzieła Sztuki i Antyki, which was split into two entities in 1991. Over the years, both entities also changed the form of their business, which in both cases, however, concerned trading in works of art and antiques. At the time of the split, it was not possible to establish the consensual use of the disputed ‘Desa’ name.

In dismissing the action of Desa Dzieła Sztuki i Antyki sp. z o.o. against DESA Unicum S.A., the Internet Domain Arbitration Court emphasised that the fact that the respondent had succeeded in demonstrating the continuity of the use of the desa.pl domain for activities conducted under the DESA Unicum designation and the long-standing toleration of this state of affairs by the claimant was of key importance for the decision.

On the part of the law firm, the case was handled by Marcin Maruta, managing partner, and Dr Zbigniew Okoń, a partner and head of the intellectual property law practice. In their words:

“The judgment in this case is one of the most important, if not the most important, domain judgment in Poland in recent years.”

We are pleased to announce that we provided legal support to Sanok Rubber Company S.A. (the “Company”) in connection with the signing of an investment agreement with PFR TFI-managed Fundusz Ekspansji Zagranicznej 2 FIZ AN (the “Fund”) concerning Teknikum-Yhtiöt Oy, based in Sastamala (“Teknikum”), a Finnish subsidiary of Sanok Rubber Company S.A.

As part of the transaction, the Company will dispose of 30% of its shares in the share capital of Teknikum to the Fund, which operates, inter alia, in the business of manufacturing specialised industrial hoses and solutions to protect industrial equipment against wear and corrosion.

On the basis of the investment agreement, at a certain time after its conclusion, Sanok Rubber Company S.A. will be entitled to an option to repurchase the shares from the Fund, and the Fund will be entitled to an option to sell the shares to the Company. The closing of the transaction was made conditional on the fulfilment of certain conditions precedent, including obtaining the approval of the Ministry of Economic Affairs and Employment.

Sanok Rubber Company S.A. is a European leader in the production of rubber products, rubber-metal products and combinations of rubber with other plastics. It is a manufacturer of rubber compounds that are used in the automotive, construction, agricultural, pharmaceutical and white goods industries.

Fundusz Ekspansji Zagranicznej 2 FIZ AN is one of two specialised foreign expansion funds managed by PFR TFI. Their aim is to co-finance foreign investments of Polish partners.

The transaction team consisted of Paweł Zdort (managing partner), Aleksandra Kabać (counsel) and Magdalena Kos (paralegal).

Advice as to Finnish law was provided by the transaction team of Finnish law firm Castrén & Snellman, consisting of: Karlo Siirala (partner), Freja Väyrynen (senior associate) and Noora Koskinen (associate).

We are pleased to announce that we advised Mutares SE & Co. KGaA (“Mutares”) on the acquisition of Natura sp. z o.o. (“Natura”), one of the largest and longest operating cosmetics store chains on the Polish market, currently owned by Pelion S.A.

As a result of the transaction, Mutares will increase its presence in the retail and food sector, and Natura will develop dynamically, adapt its offer to the changing needs of consumers, and strengthen its position on the competitive but promising cosmetics and drugstore market in Poland. The transaction will be finalised upon the satisfaction of certain conditions precedent, including obtaining antitrust clearance.

Mutares SE & Co. KGaA is a listed private equity holding company with its headquarters in Munich that has been acquiring companies in special situations that demonstrate potential for significant operational improvement.

Natura sp. z o.o. is one of the largest and longest operating cosmetics store chains on the Polish market. The first Natura drugstores were opened in Warsaw in 1997. Currently, the chain includes nearly 230 stationary stores (own stores and stores operating on an agency basis) located throughout the country, along with an online shop.

The transaction team included Dr Jakub Zagrajek (partner), Jacek Zawadzki (partner) and Szymon Rutecki (associate).

We are pleased to announce that we advised EWE AG on the sale of EWE Polska, the second largest privately-owned natural gas network operator in Poland, to Eesti Gaas, operating in export markets under the Elenger brand, owned by Infortar AS.

The transaction team was headed by Aleksandra Dobrzyńska-Grezel (partner, member of the M&A practice), who was supported by Diana Sofu (senior associate). The aspects of the transaction related to the energy sector were handled by Marek Durski (partner, head of the Energy & Natural Resources practice) and Adrian Augustyniak (senior associate). The work of the transaction team was also supported by Tomasz Kordala (senior associate), Justyna Niezgoda (associate) and Alicja Szymańska (associate).

We are pleased to announce that we advised the bankruptcy trustee of Getin Noble Bank (the “Bankruptcy Trustee”) on the sale of a 100% interest in Noble Securities (the “Company”) to Skarbiec Holding. The closing of the transaction is subject, inter alia, to obtaining clearance from the President of the Polish Antimonopoly Office and the Polish Financial Supervision Authority, as well as the Bankruptcy Trustee obtaining consent to the sale from the relevant bankruptcy authority – a judge-commissioner.

The buyer of the Company was selected by the Bankruptcy Trustee following a process launched in February of this year. The proceeds from the sale will go to the creditors of the bankrupt bank. It will be possible to determine the final sale price of the shares after the annual general meeting of Noble Securities approves its financial statements for 2024 and adopts a resolution on the distribution of profit.

Noble Securities is one of the first non-bank brokerage houses on the Polish capital market, having commenced operations in 1994.

Skarbiec Holding is the parent of Skarbiec Towarzystwo Funduszy Inwestycyjnych (TFI), a leading management company on the Polish market engaged in the management of investment funds and management services for portfolios of financial instruments on a contract basis.

The transaction team included Filip Leśniak (partner) and Diana Sofu (senior associate). Regulatory advice was provided by Katarzyna Łukaszewicz (partner) and Dr Łukasz Karasek (senior associate), who were supervised by Dr hab. Łukasz Gasiński (partner). The work of the transaction team was also supported by Mateusz Palian (senior associate), who advised on bankruptcy law, Tomasz Kordala (senior associate), who advise on antitrust matters, Dr Zbigniew Okoń (partner), who provided advice related to intellectual property law, and Piotr Zawacki (counsel), who advised on tax matters.

We are pleased to announce that we advised LifeSpot, a long-term housing rental platform in Poland managed by Griffin Capital Partners, on their purchase, from Cavare S.A., of a project being developed on ul. Ostrobramska in Warsaw.

The transaction is valued at approximately PLN 59 million and the residential development, which is already under construction, to be completed in the third quarter of 2025, will include 143 apartments with an aggregate net leasable area of 4,600 square metres. The forward funding transaction consisted of a property sale agreement and a development management agreement (DMA) for the construction of a PRS building.

The Private Rented Sector (PRS) is a sector of the residential real estate market in which specialised, professional agents rent out residential properties. At the end of September 2024, the PRS accounted for approximately 1% of the institutional rental market in Poland, but investments in this sector are increasing year-on-year. 

LifeSpot is a long-term rental housing platform in Poland managed by Griffin Capital Partners. The platform currently operates over two thousand units in Warsaw, Krakow, the Tri-City, Wrocław, Łódź and Katowice, with a further two thousand units under construction.

Cavare S.A. is a new entity owned by Cavatina Group S.A. Over the next few years, Cavare plans to build and make available for long-term rental 2,700 apartments throughout the largest cities in Poland.

The transaction team included Piotr Fedorowicz (a partner and the head of the real estate practice), Alicja Szymańska (associate) and Rafał Ćwikliński (associate).

We are pleased to announce that we advised the bankruptcy trustee of Getin Noble Bank and Idea Bank on the sale of a total holding of approximately 86.83% of the shares in Noble Funds TFI, a fund management company, to VeloBank. The proceeds from the sale of the fund management company will go to the creditors of the bankrupt banks. The transaction is subject to approval by the judges-commissioners of Idea Bank and Getin Noble Bank and by the Polish Financial Supervision Authority.

Noble Funds TFI specialises in creating and managing open-end and closed-end investment funds, renders asset management services involving the management of individual securities portfolios, and provides investment consultancy.

VeloBank is a universal bank based in Warsaw that was formed on 3 October 2022 as a result of the process of resolution of Getin Noble Bank S.A. conducted by the Bank Guarantee Fund.

Our transaction team comprised: Magdalena Pyzik-Waląg (the partner heading the Restructuring, Insolvency and Distressed Asset Investments practice), Dr. hab. Łukasz Gasiński (partner), Filip Leśniak (partner), Katarzyna Łukaszewicz (partner), Dr Łukasz Karasek (senior associate), Diana Sofu (senior associate) and Mateusz Palian (senior associate), and was supported by: Tomasz Kordala (senior associate) advising on antitrust matters, Dr Zbigniew Okoń (partner) providing intellectual property advice, and Piotr Zawacki (counsel) handling tax matters.