Month: March 2022

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.

We are pleased to announce that Dr Adam Puchalski, counsel, and Dr Łukasz Karasek, senior associate, are joining the regulatory practice of Rymarz Zdort on 19 April 2022. Our new lawyers have gained their rich transactional experience working for law firms and as managers in the legal departments of financial sector institutions.

“For many reasons, I am delighted that Adam and Łukasz are joining our team. We focus on difficult and often groundbreaking transactions that require the involvement of many lawyers with outstanding competences. Adam and Łukasz have such competences. I know it because I have already worked with them on many occasions. They are excellent lawyers and high-class specialists. Obviously, they will be a great support for our transactional and regulatory dream team. I also count on their legislative expertise, knowing that Łukasz and Adam have supported several organisations in their legislative work, including the Polish Bank Association (Związek Banków Polskich),” says Dr hab. Łukasz Gasiński, partner heading the regulatory practice of Rymarz Zdort.

Adam Puchalski is an attorney-at-law with many years of experience in corporate matters, equity and debt capital markets law, M&A transactions, and financial sector regulatory issues. His experience includes advising on the largest and most complex M&A transactions in the Polish banking sector. Adam has participated in the largest and most prestigious initial and secondary public offerings of shares and public offerings of bonds. He has provided advice to a variety of institutions in respect of regulatory matters and proceedings before the Polish Financial Supervision Authority. He is the author of several publications, including the only Ph.D. dissertation in Poland on tender offers for shares in public companies, later published as a monograph. Before joining Rymarz Zdort, he held the positions of Director of Legal Projects and Director of Strategic Projects at Bank Pekao S.A., and has also worked for GREENBERG TRAURIG Nowakowska-Zimoch Wysokiński sp.k.

Łukasz Karasek is an attorney-at-law specialising in regulatory issues and financial markets law. During his work for the Polish Financial Supervision Authority, he was responsible for the implementation of key legal regulations relating to the capital and banking markets into the Polish legal system. His doctoral studies focused on regulatory and compliance issues. Before joining Rymarz Zdort, he worked for Bank Pekao S.A., Grupa Allianz and GREENBERG TRAURIG Nowakowska-Zimoch Wysokiński sp.k.

“As we join Rymarz Zdort, we are facing new challenges, and we look forward to working on interesting projects and having an opportunity to create a wide-ranging offer of services for our clients. We are proud to be able to join one of the best regulatory law firms serving the financial sector. We hope that our previous experience will make a valuable contribution that will expand Rymarz Zdort’s competence in this area,” says Dr Adam Puchalski.

Welcome on board and good luck!

In this year’s edition of the Chambers Europe 2022 legal ranking, Rymarz Zdort has again been listed among the best law firms in Poland.

Distinctions were awarded in the following categories:

Corporate/M&A: High-end Capability – Band 1

Capital Markets: Equity – Band 1

Private Equity – Band 1

Banking & Finance – Band 3

Competition/Antitrust – Band 3

Energy & Natural Resources – Band 3

Restructuring/Insolvency – Band 3

Tax – Band 3

Dispute Resolution – Band 5

Individual recognitions were also given to the following Rymarz Zdort lawyers:

Paweł Rymarz

Capital Markets: Equity – Eminent Practitioners, Corporate/M&A: High-end Capability – Eminent Practitioners

Paweł Zdort

Capital Markets: Equity – Band 1, Corporate/M&A: High-end Capability – Band 1, Private Equity – Band 1

Marcin Chylinski

Capital Markets: Equity – Band 1

Robert Krasnodębski

Tax – Band 1

Marek Durski

Energy & Natural Resources – Band 2

Ewa Bober

Capital Markets: Equity – Band 3

Filip Uziębło

Corporate/M&A: High-end Capability – Band 3, Private Equity – Band 4

Iwona Her

Competition/Antitrust – Band 3

Karina Aust-Niewiadomska

White-Collar Crime – Band 3

Łukasz Gasiński

Corporate/M&A: High-end Capability – Band 4

Magdalena Pyzik-Walag

Restructuring/Insolvency – Band 4

Marcin Iwaniszyn

Banking & Finance – Band 5

Zofia Frydrychowicz

Banking & Finance – Band 5

“2021 presented a number of exciting challenges for our law firm. We had the pleasure of working on the largest M&A transactions in Poland and Europe, were involved in some spectacular IPOs and assisted clients in landmark arbitration cases. We owe our success to the clients we have advised for years and to our Rymarz Zdort teams, who have given their best. I would like to thank everyone involved” – summarised Paweł Rymarz, managing partner.

More information is available on the website of the organiser of the Chambers and Partners ranking at: Chambers Europe 2022.

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.

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.