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We are pleased to announce that we had the opportunity to advise Commercial Banks Protection System S.A.  on the granting of a subsidy and the acquisition of a minority stake in a bridge institution as part of the resolution of Getin Noble Bank S.A. (“GNB”) initiated by the Bank Guarantee Fund.

Commercial Banks Protection System S.A. is the company that supported the entire process from the financial side. The company was established by the eight largest banks in Poland: Alior Bank, Bank Millennium, Bank Pekao, PKO BP, Santander Bank Polska, ING Bank Śląski, mBank and BNP Paribas Bank Polska. Its aim is to ensure the liquidity and solvency of the banks participating in the company, as well as to support resolution processes conducted by the Bank Guarantee Fund.

“We are pleased to have had the opportunity to support Commercial Banks Protection System S.A., and, indirectly, the banking sector in the process of implementing the solutions necessary to protect customer deposits and prevent the uncontrolled bankruptcy of GNB. This process required a great deal of commitment and regulatory and transactional experience on our part”, says Lukasz Gasinski, a partner and the head of the regulatory practice at Rymarz Zdort.

The project team comprised: Lukasz Gasinski (partner), Adam Puchalski (counsel), Lukasz Karasek (senior associate), Marzena Iskierka-Janota (senior associate), Anna Aranowska (associate), Patryk Modrakowski (associate) and Emilia Roszkowska (associate).

We are pleased to announce that Rymarz Zdort advised the Bank Guarantee Fund (the “BFG”) on the resolution process of one of the largest commercial banks in Poland, Getin Noble Bank S.A. (“GNB”). The resolution process was implemented due to the threat of the bankruptcy of GNB.

As part of the resolution and in order to ensure uninterrupted service to customers, a selected business of GNB was transferred to a bridge institution, Bank BFG S.A. (ultimately, VeloBank S.A.) controlled by the BFG. In addition to the BFG, Bank BFG S.A. is co-owned by Commercial Bank Protection System S.A. (“CBPS”), which was established by the eight largest commercial banks operating in Poland.

Non-repayable support in the amount of PLN 10.34 billion (EUR 2.15 billion) was provided to conduct the restructuring process and ensure the security of client funds, with PLN 6.87 billion (EUR 1.43 billion) coming from the BFG’s own funds and PLN 3.47 billion (EUR 723 million) from funds provided by SOBK.

“We are delighted to have had the opportunity to support our client in the largest restructuring conducted by the Bank Guarantee Fund in Poland to date, and one of the largest in Europe. Planning the entire process required not only comprehensive legal expertise on our part, but also extensive transactional experience. The success of Getin Noble Bank’s resolution ensures that the sector’s financial stability has been maintained and that the customer deposits worth over PLN 40 billion are protected.” – says Magdalena Pyzik-Waląg, a partner heading the Restructuring, Insolvency and Distressed Asset Investments practice at Rymarz Zdort.

The project team comprised: Magdalena Pyzik-Walag (partner), Katarzyna Lukaszewicz (counsel), Szymon Cieniawski (senior associate), Michal Burek (associate), Hubert Derdowski (associate), Magdalena Zukowska (associate), Karolina Jerzyk (paralegal),) and Adam Drgas (paralegal).

Advice on merger clearance aspects was rendered by: Iwona Her (partner), Irmina Watly (counsel) and Kamil Klopocki (associate).

We are pleased to announce that Rymarz Zdort advised Inelo Group on a transaction involving the acquisition of a majority stake in FireTMS.com sp. z o.o. (“FireTMS”).

The Inelo Group is an international leader in providing technological solutions for heavy duty transport in the CEE/SEE region. The company operates in 16 European markets and has equipped the TSL sector with digital GPS solutions and driver time analysis and settlement software for the past 20 years. Over 86 thousand vehicles in total are equipped with Inelo’s telematic devices, over 100 thousand drivers use the 4Trans software, and over 60 thousand drivers are cleared under OCRK. As part of the “one-stop-shop” strategy, the company has established business relations with over 14 thousand transport and logistics companies. Furthermore, Inelo provides 42 inspectorates in 23 countries with instruments used to control international road transport.

FireTMS offers transport management software for carriers and shippers in the region of Central and Eastern Europe, fully adapted for sale in foreign markets. The company currently has a network of 650 customers in Poland, the Czech Republic, Slovakia, Romania and Germany.

The acquisition of FireTMS will strengthen the Inelo Group’s position in CEE and will increase the geographical area of its product distribution to also cover new markets such as Romania and the Czech Republic. It will also complement the offer of telematics technology solutions with a tool based on an SaaS model and designed for small and medium-sized enterprises.

The closing of the transaction is subject to the satisfaction of conditions precedent as agreed in the relevant contract.

Rymarz Zdort provided comprehensive transactional assistance. The advising team comprised Paweł Zdort, Małgorzata Deruś, Jakub Krzemień and Jakub Wilk.

Transactional support was also provided by the due diligence team led by Monika Kierepa, and comprising of: Marek Kanczew, Barbara Skardzińska, Honorata Skibicka, Kamil Kłopocki, Kamila Banaś, Lidia Bronicka, Marcin Banak, Marta Szczepkowska, Michal Lulka, Szymon Marciniak, Maksymilian Kaszubowski.

We are pleased to announce that Rymarz Zdort supported Polskie Górnictwo Naftowe i Gazownictwo SA (“PGNiG SA”) in negotiating a number of gas sales agreements for natural gas from the Norwegian Continental Shelf to be delivered via the Baltic Pipe gas pipeline through Denmark to Poland. Under the agreements between PGNiG SA and Equinor ASA group, a total of 2.4 billion cubic metres (bcm) of gas will be delivered to Poland annually over a period of ten years.

Equinor ASA is a Norwegian energy company, having operations in 36 countries. Focused on oil and gas production, it is focused on development in the renewable energy sector, investing primarily in offshore wind farms.

“The agreements entered into between PGNiG SA and companies from Equinor ASA group are aimed at guaranteeing stable supplies in turbulent times. The transaction, in which we had the opportunity to support our client, is another step towards making Poland independent from its current sources of gas supply and increasing Poland’s energy security,” says Marek Durski, partner heading the energy practice at Rymarz Zdort.

The advisory team comprised Marek Durski (partner heading the energy and natural resources practice), Andrzej Granat (associate) and Adrian Augustyniak (senior associate).

We are excited to announce that eight of our partners have been listed by IFLR1000 as being among the best legal advisors in Poland. These rankings were bestowed in three individual categories: “Market Leaders,” “Highly Regarded” professionals and “Notable Practitioners”.

Both managing partners, Paweł Rymarz and Paweł Zdort, have been awarded the title of “Market Leader” with respect to M&A and Private Equity. Additionally, Paweł Rymarz has been listed as a “Market Leader” in the Capital Markets (Equity) and Restructuring & Insolvency areas. The designation “Market Leader” is IFLR1000’s highest distinction and is reserved for lawyers that are not only leaders in their particular areas of expertise, but who have also advised on innovative deals of particular significance for the economy.

Furthermore, five Rymarz Zdort partners have been recognised as “Highly Regarded”, a title granted to professionals possessing a strong transactional record and consistently receiving positive peer and client feedback. Those include:

• Ewa Bober – Capital Markets (Equity) and M&A;
• Marek Durski – Project Development and M&A;
• Zofia Frydrychowicz – Banking, Capital Markets (Debt), and Real Estate Finance;
• Dr hab. Łukasz Gasiński – Capital Markets (Equity), Private Equity, and M&A;
• Iwona Her – M&A.

IFLR1000 has also recognised Monika Kierepa as a “Notable Practitioner” in the Capital Markets (Equity) and M&A fields. This title is awarded to individuals possessing a track record of advising on significant deals on the Polish market and in particular practice areas.

Apart from individual recognitions, Rymarz Zdort has also received top rankings in seven practice areas, namely: M&A, Capital Markets (Debt), Capital Markets (Equity), Banking, Project Development Power, Project Development Infrastructure, and Project Finance.

We are proud of these achievements and would like to thank our clients for their continued trust and positive feedback We would also like to congratulate all of the attorneys that have been recognised and those who contributed towards the recognition of the above-mentioned practice areas. Outstanding work!

More on this year’s IFLR1000 ranking results (edition 2022) can be found here: link

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.

We are pleased to announce that Rymarz Zdort has advised P4 Sp. z o.o. (“Play”) on its acquisition of 92.5% of the shares in Redge Technologies, a provider of linear and on-demand TV systems to media and telecommunications businesses.

The remaining 7.5% stake in the company stays with its founder and CEO Przemysław Frasunek. The sale of the company was carried out by Custodia Capital, a fund with a focus on private equity investments in the SME sector in Poland. Play’s experience in providing fiber-optic internet and 5G mobile services, combined with Redge Technologies’ video competencies, will allow the two companies to offer new digital video distribution solutions.

Redge Technologies is a leading provider of video content distribution solutions and the leader in OTT and edge computing technologies in Central Eastern Europe, present on the market since 2007.

Its flagship solution, Redge Media, is a native OTT technology platform. Additionally, Redge Technologies has developed an innovative carrier-class system that protects against cyberattacks on a European scale.

The transactional team was headed by corporate practice partner Dr Jakub Zagrajek.  The team also comprised senior associate Dr Paweł Mazur and associate Patrycja Gliwka.

The transactional team was assisted by the due diligence team headed by partner Monika Kierepa, and by the banking and finance team headed by partner Dr Jakub Rachwol, supported by associate Sebastian Stępiński.

Rymarz Zdort advised Echo Investment S.A. (“Echo Investment”) on its joint venture with AFI Europe. The companies are cooperating in connection with the development of a complex of buildings with office, commercial and PRS functions along Warsaw’s ul. Towarowa.

Separately, Rymarz Zdort also advised Echo Investment on its acquisition of property for future residential construction. Echo Investment will act as the exclusive investor for the residential part of the project and as the developer for the entire project.

Towarowa 22 is an investment area of nearly 6.5 hectares located in the heart of the Wola district, a fast-developing part of Warsaw. It was once home to printing works, and a shopping centre is currently located there.

Echo Investment is Poland’s largest developer with extensive experience in the top sectors of the real estate market (residential, retail and office). Since 1996, the company has been listed on the Warsaw Stock Exchange, and Lisala sp. z o.o., owned by Hungarian Wing IHC Zrt and Griffin Real Estate, became its main shareholder in 2019. Echo Investment has completed 200 investments in dozens of Polish cities with a total area exceeding 2 million sqm.

AFI Europe is a leading developer with operations in several major CEE cities that focuses on large commercial and residential projects.

The Rymarz Zdort team advising on the transaction was led by partner Piotr Fedorowicz, head of the real estate practice, with the support of senior associate Karolina Bąkowska, associate Tomasz Karkowski, associate Patrick Koźliczak, associate Agnieszka Jabłońska, and associate Izabela Skrzypczak as well as counsel Irmina Wątły and associate Kamil Kłopocki of the antimonopoly team.