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Rymarz Zdort supported ENEA (“ENEA”) in connection with a PLN 750 million issue of Series D shares. The company signed nearly 70 subscription agreements concerning a total of 88,288,515 shares at an issue price of PLN 8.50 per share. The State Treasury subscribed for the shares with a total issue value of approximately PLN 422 million; open pension funds subscribed for shares valued at over PLN 246 million; and other investors subscribed for shares valued at approximately PLN 82 million.

ENEA is actively participating in the transformation of the energy sector and develops renewable energy sources. As one of Poland’s largest energy companies, it shares responsibility for the country’s energy security and supplies energy to over 2.7 million customers.

The ENEA Group intends to use the share issue proceeds to make investments in the distribution sector, including by supporting the development of RES and smart grids, which is one of the key directions of its development strategy.

In addition to its support of activities related to the issuance and offering of the shares, Rymarz Zdort advised ENEA on the process of obtaining funds from the Reprivatisation Fund.

“Polish energy companies, like their counterparts in Europe, are increasingly focusing on energy transformation. We are glad that our law firm has once again had the opportunity to participate in a transaction the aim of which, in addition to our client’s investment goal,  was to ensure our country’s energy security, which is part of the strategy of the ENEA Group”, says Marek Durski, a partner and the head of the energy and natural resources practice at Rymarz Zdort.

The advisory team comprised Marek Maciąg, a partner in the corporate department; Marek Durski, a partner and the head of energy and natural resources practice; Klaudia Kasztelewicz, associate; Karolina Kłos, associate; and Aleksandra Pustiowska, senior associate.

Rymarz Zdort is pleased to announce that in the latest IFLR1000 ranking, it was once again recognised as one of the best law firms in Poland, being recognised in Tier 2 in the Banking & Finance practice.

2021 was a very dynamic year for our team – says Zofia Frydrychowicz, co-head of Rymarz Zdort’s Banking & Finance practice. We were involved in various spectacular transactions, such as the financing of the acquisition of 100% of the shares in CEDC International by Maspex Group and the financing of the acquisition of Luxembourg-based Moventum by ProService Finteco.

We also supported clients from the renewable energy sources sector, such as Aberdeen Standard Investments and a consortium of lenders on the complex financing of a portfolio of 140 photovoltaic farms. It was a very busy and demanding year, but thanks to our clients’ trust and our commitment towards projects, it turned out to be a very successful year – summarises Dr Jakub Rachwol, co-head of Rymarz Zdort’s Banking & Finance practice.

Rymarz Zdort was also recognised in Tier 3 in the Project finance category of this year’s IFLR1000 ranking. We are also delighted to add that Zofia Frydrychowicz has been recognised in the Women Leaders 2022 category.

Congratulations to all of the lawyers and teams that received recognition.

We would also like to take this opportunity to thank our clients – your positive feedback has always served as our greatest distinction.

Please visit IFLR1000 to find out more: IFLR10002022

Rymarz Zdort advised Żabka Polska (“Żabka”) in connection with sale-and-leaseback agreements for its new 60 000 sqm logistics facility in Radzymin, near Warsaw. The real estate investor in the transaction was Macquarie Asset Management.

The logistics facility in Radzymin is the BTS (“build-to-suit”). The facility is equipped with innovative automatic solutions that will not only speed up logistics services for stores and improve the quality of service for franchisees, but will also be environmentally friendly. One feature of the warehouse design is the “High Bay”, a section of 40-meter high storage.

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

We are pleased to announce that Anna Zorya (partner) and Viktoriia Dobrynska (senior associate) have joined the M&A/Corporate practice of Rymarz Zdort. They gained their transactional experience at several law firms in the Ukraine.

“I am delighted to have Anna and Viktoriia on board. They are experienced lawyers with in-depth expertise in all legal aspects that may arise in the course of doing business. Anna has led several M&A/Corporate projects in various jurisdictions in the CEE region. We are convinced that thanks to the unique combination of their specialisation and experience, we will be able to provide our clients in Poland with the highest quality of services in more and more complex projects”, says Paweł Rymarz, managing partner and co-head of M&A/Corporate practice.

Anna Zorya is an attorney-at-law with many years of experience in providing M&A and corporate legal advisory services. She has provided clients with comprehensive legal advice, including the provision of extensive support in M&A transactions, transaction structuring, the preparation of transactional documentation, the development of effective corporate governance models, and the provision of advice on all corporate governance issues. She has also advised on the implementation of squeeze-out/sell-out procedures and the establishment of businesses, in addition to providing support to corporate governance activities.

Viktoriia Dobrynska is an attorney-at-law and a specialist who has represented corporate clients and institutional investors in the course of complex M&A transactions, cross-border structured finance transactions, the establishment of joint ventures, other capital market transactions and debt financing.

“It is a pleasure for us to join one of the leading M&A legal houses in Poland. I am sure that Rymarz Zdort will benefit from our previous experience, and together we will execute several interesting transactions not only in Poland but also in the CEE region”, says Anna Zorya.

Anna and Viktoriia, welcome aboard and good luck!

We are pleased to announce that Rymarz Zdort assisted Powszechna Kasa Oszczędności Bank Polski Oddział Biuro Maklerskie, a Polish brokerage house acting as the global coordinator, in the process of the issuance of series E shares by PGE Polska Grupa Energetyczna (“PGE”). As a result of such issuance, approximately 374 million shares were subscribed for at the issue price of PLN 8.55 per share.

The State Treasury (the majority shareholder of PGE) subscribed for shares worth over PLN 2.5 billion, open-end pension funds subscribed for shares worth approximately PLN 450 million and other investors subscribed for shares worth approximately PLN 250 million. PGE is planning to spend the proceeds of approximately PLN 3.2 billion from this issuance on investments in three areas: the development of power distribution systems, renewable energy sources, and the decarbonisation of power and heat generation processes through the development of low-carbon energy sources.

“This transaction on which we advised is a prime example of the potential of Polish energy groups, which, despite the very difficult market and geopolitical circumstances, have decided to issue shares and allocate the issue proceeds to the financing of distribution projects or low-carbon and renewable sources,” said Marek Durski, a partner and the head of the Energy & Natural Resources practice in Rymarz Zdort.

The Rymarz Zdort team advising on the transaction comprised, Marek Maciąg (a partner and the head of the Corporate practice), Marek Durski (a partner and the head of the Energy & Natural Resources practice), Klaudia Kasztelewicz (associate) and Karolina Stepaniuk (associate).

We are pleased to announce that Rymarz Zdort has maintained its top position in the Mergermarket Global and Regional M&A League Tables 1Q22 – Legal Advisors. We are the No.1 law firm in Poland in terms of number of deals and No. 1 in terms of deal value. Rymarz Zdort advised on 8 transactions with a total value of approximately USD 1.2 billion. We are also the only independent Polish law firm in the TOP 10 in terms of deal value in the CEE region.

Mergermarket gives intelligence, data and analysis and provides a comprehensive big picture of global M&A deals. We are happy that the transactions on which we advise are each time classified as the most significant transactions on the market.

In the first quarter of 2022 we took part in one of the most complex and demanding deals Rymarz Zdort has handled in recent years due to its immense complexity and the involvement of a large number of entities with which we held simultaneous negotiations. Rymarz Zdort supported Grupa LOTOS S.A. in its implementation of the remedies specified in the conditional decision of the European Commission regarding its consent to a concentration involving Polski Koncern Naftowy ORLEN S.A. taking control over Grupa LOTOS S.A. In connection with such remedies, we had an opportunity to advise Grupa LOTOS S.A. on the drafting and negotiation of several conditional share sale agreements pursuant to which Grupa LOTOS will transfer the following shares to an entity controlled by Saudi Aramco:

• 30% of the shares in LOTOS Asfalt sp. z o.o., the entity that will be operating the refinery in Gdańsk;
• 100% of the shares in a company to which an organised part of the wholesale fuel enterprise currently operated by LOTOS Paliwa sp. z o.o. will be carved out prior to the closing of the transaction; and
• 50% of the shares in LOTOS-Air BP Polska sp. z o.o.

Moreover, we advised Grupa LOTOS in connection with the negotiation of an agreement for the sale of 417 fuel stations to Hungary-based MOL Hungarian Oil and Gas Public Limited Company. We also supported Grupa LOTOS on the execution of a conditional agreement for the sale to a member of Unimot S.A. Group of 100% of the shares in LOTOS Terminale S.A., an entity engaged in the fuel logistics business (fuel depots). Finally, we advised Grupa LOTOS on the execution of a conditional agreement for the sale to Rossi Biofuel Zrt. of all of the shares in LOTOS Biopaliwa.

We also advised Ten Square Games S.A. on its acquisition of a 24.8% stake in the Polish gaming business Gamesture sp. z o.o., the Polcom Group on concluding a partial scheme of arrangement with a consortium of lenders and its subsequent merger with Volumetric Building Companies, and Innova Capital on the sale of 100% of the shares in Trimo to Belgium-based Recticel.

Our lawyers also advised the sellers of the Alseva Group on the signing of an investment agreement with Sunly, an investment group from the Baltic states and Norway. Rymarz Zdort additionally advised HigoSense, a Warsaw-based digital healthcare provider, and its founders in connection with a EUR 5 million Series A funding round led by Cogito Capital Partners and which included the participation of existing early-stage investors. Among other clients, the Rymarz Zdort team advised Electrum in connection with the negotiation of various agreements related to a joint venture between Electrum and Nofar Europe.

We would like to thank our clients for giving us the opportunity to participate in such interesting projects and for their continued trust and support, which give us positive energy and drive us to work hard and provide top-of-the-line legal services. Only good organisation and faith in the success of the team makes it possible to achieve success. Our law firm is proof of that.

The Legal 500 Europe 2022 rankings confirm the position of Rymarz Zdort as one of the leading law firms in Poland. We have been recognised as a top-tier law firm in four practice areas: Capital Markets; Commercial, Corporate and M&A; Energy & Natural Resources; and Private Equity.

Moreover, our firm has been ranked in Tier 2 in the following categories: Competition / Antitrust; Restructuring & Insolvency; Tax; White Collar Crime and Dispute Resolution.

Our Banking & Finance and Real Estate practices have each been ranked in Tier 3.

Eight Rymarz Zdort attorneys have also been nominated as being among the best legal advisors in Poland. Managing partner Paweł Rymarz has been listed in The Legal 500 “Hall of Fame” with respect to Commercial, Corporate and M&A, and has again been included on the elite “Leading Individuals” list for Private Equity. Moreover, managing partner Paweł Zdort, who is ranked for Commercial, Corporate and M&A, and Private Equity; partner Dr Filip Uziębło, ranked for Private Equity; partner Ewa Bober, ranked for Capital Markets; and partner Robert Krasnodębski, who is ranked for Tax, have all been recognised as “Leading Individuals”.

Three partners have been listed as “Next Generation Partners” in their respective practice areas, i.e. Magdalena Pyzik-Waląg, Restructuring & Insolvency; Marcin Iwaniszyn, Banking & Finance; and Marek Durski, Energy & Natural Resources.

We would like to thank you, our clients, for your trust and recommendations. Congratulations to all of the recognised attorneys and practices for their outstanding achievements and hard work.

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!