Month: August 2022

We are pleased to announce that Rymarz Zdort has advised PGNiG S.A. (“PGNiG”) in connection with the negotiation of a merger plan with PKN ORLEN S.A. (“PKN ORLEN”). The execution of the merger plan is a key stage of the largest merger in the history of the Polish energy market. The merger of PKN ORLEN and PGNiG will facilitate the creation of a diversified capital group which, due to the scale of its business and its financial strength, will reinforce the group’s leading position on the market and play a key role in the energy transition of the Polish economy.

The merger plan calls for the transfer of PGNiG’s assets and liabilities to PKN ORLEN. In exchange for their shares in the gas company, PGNiG’s shareholders are to be allotted shares in the newly enlarged PKN ORLEN. The share exchange ratio and other terms and conditions of the merger must first be approved by the shareholders of both companies at their general meetings. The allotted shares will be new shares, issued in the increased share capital of PKN ORLEN. In exchange for one share in PGNiG, its shareholders will receive 0.0925 shares in PKN ORLEN.

“We are pleased to have the opportunity to participate in the creation of the largest multi-energy company in Poland in terms of the combined assets of PKN ORLEN, Grupa LOTOS and PGNiG, the main objective of which is to strengthen the Polish energy sector. Thanks to our client, we are taking part in the creation of the largest Polish WSE-listed company in terms of capitalisation, a project which after over four years of intense work of our team has already entered its final stage”, says Paweł Rymarz, managing partner.

The project team included Paweł Rymarz (managing partner), Dr Jakub Zagrajek (partner), Dr Paweł Mazur (senior associate), Tomasz Bąkowski (senior associate) and Patrycja Gliwka (associate).

We are pleased to announce that attorneys from our real estate practice recently advised European Logistics Investment (“ELI”) on several transactions and projects on the Polish logistics market.

ELI is a consistently growing logistics platform, which, thanks to its partnership with Panattoni, a leading developer of industrial real estate, provides high-quality facilities that offer excellent connectivity and value for businesses at desirable locations around the country. During the first six months of 2022, ELI’s portfolio consisted of 28 logistics projects within 10 logistics hubs throughout Poland with a total area of over 1.2 million sqm GLA, which includes standing assets, projects under construction and projects secured in the pipeline. ELI is owned by Redefine Properties, Madison International Realty and Griffin Capital Partners.

During the past year, we advised European Logistics Investment, inter alia, on the execution of transaction documentation and the purchase of land in key logistics hubs in Poland, including in Błonie near Warsaw, in the area of Tychy and in Łódź. Having acquired land in previous years, in the first half of 2022, European Logistics Investment also commenced the construction of modern logistics centres in new locations, specifically in Toruń, Kraków and Lublin.

“European Logistics Investment concludes the first half of 2022 with an outstanding performance. We are pleased that we have had the opportunity to support our client in numerous interesting projects that have contributed towards ELI’s successful continuation of its thriving investment activities and the active utilisation of the dynamic growth of the Polish logistics market”, summarises Piotr Fedorowicz, a partner in the corporate department of Rymarz Zdort and the head of the firm’s real estate practice.

The firm’s transaction team included Piotr Fedorowicz, Tomasz Bąkowski, Karolina Bąkowska, Izabela Skrzypczak, Tomasz Karkowski, Marcin Banak, Patrick Koźliczak and Agnieszka Jabłońska.

We are pleased to announce that Rymarz Zdort advised Bank Millennium (the “Bank”) on the consolidation of its brokerage business into the capital group and represented the Bank before the Polish Financial Supervision Authority (KNF) in connection with the extension of the Bank’s brokerage licence.

The Brokerage Office of Bank Millennium is a stand-alone division of the Bank formed by consolidating the brokerage business formerly operated by Millennium Dom Maklerski S.A.

The consolidation was effected by transferring the organised part of the enterprise of Millennium Dom Maklerski, which provided brokerage services, to its sole shareholder, the Bank. The Bank’s share capital was not increased in the process.

The advisory services of Rymarz Zdort covered transactional, corporate, tax and regulatory matters.

The firm’s transaction team was headed by Dr hab. Łukasz Gasiński, a partner in the corporate department who heads the regulatory practice. Ongoing day-to-day advice was provided by counsel Katarzyna Łukaszewicz and senior associate Szymon Cieniawski, with support from associates Sebastian Stępiński and Adam Drgas. The team also included Leszek Tokarski and Robert Krasnodębski, partners who head the tax department, and senior associates Artur Ciechomski and Maciej Kostrzewski from the tax department.