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Rymarz Zdort provided legal advice to two major shareholders of Ten Square Games S.A. (the “Company”) and its founders Maciej Popowicz and Arkadiusz Pernal in the course of the offering of the Company’s shares conducted under an accelerated book-building procedure.

In the transaction, Maciej Popowicz and Arkadiusz Pernal sold 438,107 shares, representing approximately 6% of the shares in the Company’s share capital and 6% of the total number of votes in the Company. The value of the transaction amounted to PLN 138 million.

Ten Square Games S.A. is a Polish developer and publisher of F2P (free to play) games for mobile devices (smartphones, tablets) and browsers. The company is a global market player and its games are available in most countries around the world. It is currently one of the highest-valued games companies on the regulated market of the Warsaw Stock Exchange.

The transaction team comprised Ewa Bober, a partner in the corporate department focusing on capital markets transactions, and Marta Rykalovska, associate.

Rymarz Zdort was supported by Weil Gotshal & Manges LLP on matters of US law.

The consortium placing the shares in the ABB process consisted of Dom Maklerski Banku Handlowego S.A. and Citigroup Global Markets Europe AG.

Rymarz Zdort advised the sellers of the Alseva Group (“ALSEVA“) on the signing of an investment agreement with Sunly (“SUNLY“), an investment group from the Baltic states and Norway.

The scope of Rymarz Zdort’s services included the provision of legal and tax advisory services in connection with the transaction.

ALSEVA is a Kraków-based developer of large-scale photovoltaic projects and a general contractor of photovoltaic power plants. It also operates in the field of energy storage and assists entrepreneurs in securing favourable contracts for the sale of energy, i.e. PPAs.

SUNLY is an industry investor operating in the Baltic countries – Estonia, Latvia and Lithuania, which not only invests in photovoltaic installations, but also in wind farm projects. SUNLY owns a significant portfolio of offshore wind projects on the Estonian coast.

The transaction was handled by Paweł Zdort, the managing partner, and assisted by Aleksandra Kabać, senior associate, and supported by Sebastian Stępiński, associate.

The tax advisory was led by Leszek Tokarski, partner, and the team comprised senior associates Michał Chyła and Maciej Kostrzewski.

Rymarz Zdort has again been named among the top law firms in Poland by Mergermarket in its Global and Regional M&A League Tables 2021 – Legal Advisors report. The firm was ranked number two in terms of the value of transactions handled, and number three in terms of the number of deals.

“In our second year as an independent law firm we are proud to maintain our leading position on the Polish M&A legal services market, having participated in as many as 18 M&A transactions with a total value of USD 5,6 billion, thus ranking second in the Mergermarket Global & Regional M&A Report 2021. We are also very pleased that in addition to the transactions included in the Mergermarket list, we also advised our Polish clients on a number of transactions outside Poland. We have set our goals for 2022 much higher and, looking at the current market situation and our engagement pipeline, we firmly believe that we can certainly achieve our ambitions. Many thanks to all of our clients 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” – summed up Pawel Zdort, managing partner.

In 2021, Rymarz Zdort advised, among others, on transactions involving Robyg, Pluralis, Blue Media, Santander Bank Polska, Grupa Maspex, NapoleonCat, Griffin RE, Groupe Canal+, PGNiG, Wirtualna Polska Media, ProService Finteco, PGE Polska Grupa Energetyczna, APG, Meliuz, Grupa Netsprint, Archicom and Northland Power. In addition, in 2021, we advised CVC Capital Partners on the Polish law aspects of its investment in Stock Spirits Group, and led the legal advisory teams in connection with foreign acquisitions by our clients, including, among others, CEPD’s investment in Admenta Sweden, the operator of the LloydsApotek pharmacy chain and the acquisition by Ten Square Games of RORTOS, based in Italy.

We are pleased to announce that Rymarz Zdort supported Grupa LOTOS S.A. in its implementation of the remedies specified in the conditional decision of the European Commission of 14 July 2020 regarding its consent to a concentration involving Polski Koncern Naftowy ORLEN S.A. taking control over Grupa LOTOS S.A.

The process of PKN ORLEN taking over Grupa LOTOS was initiated in February 2018 with the execution of a letter of intent with the Polish State Treasury. In July 2020, the Płock-based company obtained from the European Commission conditional consent for the takeover of Grupa LOTOS. The decision crowned a very demanding and complex procedure in which we represented Grupa LOTOS.

In connection with the implementation of the remedies, we had an opportunity to advise our client 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., with its registered office in Gdańsk (a company engaged in processing refinery operations);
• 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 before the closing of the transaction; and
• 50% of the shares in LOTOS-Air BP Polska sp. z o.o., with its registered office in Gdańsk.

Additionally, with regard to the divestment of a part of the retail business, we advised Grupa LOTOS in connection with the negotiation of an agreement for the sale to Hungary-based MOL Hungarian Oil and Gas Public Limited Company of 100% of the shares in LOTOS Paliwa (from which the wholesale business referred to above will be carved out before the closing of the transaction), which sale included 417 fuel stations.

In connection with the implementation of remedies involving the bitumen production business and fuel logistics, we also advised 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., with its registered office in Czechowice-Dziedzice, an entity engaged in the fuel logistics business (fuel depots), which, prior to the closing of the transaction, will additionally acquire 100% of the shares in a company operating a bitumen manufacturing business at facilities located in Czechowice-Dziedzice and Jasło.

In connection with the implementation of remedies involving biofuels, we also advised Grupa LOTOS on the execution of a conditional agreement for the sale to Rossi Biofuel Zrt. of all of the shares held by Grupa LOTOS in LOTOS Biopaliwa, with its registered office in Czechowice-Dziedzice.

Additionally, we advised PKN ORLEN S.A. on a crude oil supply agreement with Saudi Aramco.

We are extremely thankful for having been given the opportunity to advise on this transaction. It has been 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.

The team advising on the transaction included: Paweł Rymarz, Dr Jakub Zagrajek, Aleksandra Dobrzyńska-Grezel, Dr Paweł Mazur, Diana Sofu, Filip Golędzinowski, Iwona Her, Irmina Wątły, Kamil Kłopocki and Robert Krasnodębski.

“The merger of Grupa LOTOS and PKN ORLEN has been one of the largest and most engaging transactions in the history of our law firm. We will remember it not only because of the hundreds of hours worked by our team, but also because of its multidisciplinary and multifaceted nature. We would like to express our gratitude to our client, who entrusted us with such a demanding task, and to the entire team of Rymarz Zdort for this “superhuman” effort. The transaction will certainly become the showpiece of our law firm”, concludes Paweł Rymarz, the Managing Partner of Rymarz Zdort.

Rymarz Zdort advised HigoSense sp. z o.o. (“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, with the participation of existing early-stage investors.

HigoSense, is a health-tech start-up established in 2017 offering a mobile medical examination device that is supported by a mobile app and an online AI-powered health diagnostic platform. HigoSense enables doctors to perform high-quality remote patient examinations and patients to perform examinations, as well as collect diagnostic data prior to or during a telehealth session.

Cogito Capital Partners focuses on providing support in management, financing and market expansion to technology companies with high-growth potential and helping them expand internationally.

The team advising on the transaction comprised Paweł Zdort, a managing partner, supported by Monika Michałowska, an associate. Robert Krasnodębski, a partner, was responsible for the tax aspects of the transaction.

Rymarz Zdort advised Globe Trade Centre (“GTC”, the “Company”) on the increase of the Company’s share capital via the issuance of series O bearer shares by way of an accelerated book-building process.

Numerous Polish and international investors placed a significant amount of demand declarations  and exceeded the base offer comprising 55 million new shares. On the back of such strong demand, the Company decided to increase the offer size by more than 60% and ultimately allocated 88,700,000 shares at PLN 6.40 per share, raising approximately EUR 123 million, which will be used to strengthen the capital structure of the GTC Group and fund future growth.

Globe Trade Centre S.A. is a leading real estate investor and developer active in Poland, Hungary, Romania, Bulgaria, Serbia and Croatia. The Company’s shares are listed on the Warsaw Stock Exchange and inward listed on the Johannesburg Stock Exchange.

Santander, Erste Group and WOOD & Company acted as Joint Global Coordinators and Joint Bookrunners assisting the Company in this transaction.

The transaction was handled by Dr Jakub Zagrajek, a partner. Patrick Bright, a partner at the Weil Gotshal & Manges London office, supported by associates Sandra Fadel and Anish Mohanty, advised GTC under English law and US securities law.

Rymarz Zdort advised European Logistics Investment (“ELI”) in connection with a transaction involving the sale of the Nexus portfolio, a 211,803 sq m logistics portfolio located in Poland, to CBRE Investment Management. The transaction is one of the largest deals in terms of size and value in the Polish warehouse market for 2021.

The portfolio comprises a total of eight properties across six, Grade A warehouse complexes, including Panattoni Park Warsaw Airport I, Panattoni Park Sosnowiec II, Panattoni Park Bydgoszcz II, Łódź Business Centre II, Panattoni Park Poznań V and Panattoni Park Kraków II. The portfolio is 94% let to a well-balanced mix of tenants.

ELI is a dynamically developing logistics platform on the Polish market. ELI provides high-quality facilities that offer excellent connectivity and value for businesses at desirable locations around the country, thanks to the partnership with Panattoni, a leading developer of industrial real estate. ELI’s current portfolio comprises of 26 logistics projects encompassing 45 properties with a total area of over 1.1 million sqm GLA, including 563,000 sqm of standing assets, 219,000 sqm under construction and a further 370,000 sqm secured in pipeline projects. ELI is owned by Redefine Properties, Madison International Realty and Griffin Real Estate.

CBRE Investment Management is a leading global real assets investment management firm with USD 133.1 billion in assets under management as of September 30, 2021. Assets under management (AUM) refers to the fair market value of real assets-related investments with respect to which CBRE Investment Management provides, on a global basis, oversight, investment management services and other advice and which generally consist of investments in real assets, equity in funds and joint ventures, securities portfolios, operating companies and real assets-related loans. As an investor/operator, the firm creates sustainable investment solutions across real assets categories, geographies, risk profiles and execution formats so that its clients, users, people and communities thrive.

The Rymarz Zdort team advising on the transaction was led by corporate partner and the head of the real estate practice Piotr Fedorowicz, who was supported by associate Michał Kostewicz and associate Patrick Koźliczak.

Rymarz Zdort advised Pluralis B.V. in connection with the acquisition of 40% of the shares in Polish media company Gremi Media from KCI S.A.

The acquisition of the shares in Gremi Media by Pluralis B.V. will provide Gremi Media, along with a more diversified ownership structure, with the resources and expertise of an international media investor, and will allow the current management to maintain operational control.

Pluralis’ investment in Gremi Media is its second investment in Central Europe after taking over 34% of the shares in Petit Press, the second largest news publisher in Slovakia.

Gremi Media is a leading media group in Poland and the publisher of the Rzeczpospolita, Parkiet and Sport dailies, the monthly magazine Uważam Rze Historia, and the websites rp.pl, tv.rp.pl, parkiet.com, sport.dziennik.com and historia.uwazamrze.pl.

The transaction was led by managing partner Paweł Rymarz and partner Dr hab. Łukasz Gasiński, who was responsible for negotiations of the transaction agreement. The team included senior associate Antonina Falandysz-Zięcik from the competition and antitrust team of Rymarz Zdort, and associates Marzena Iskierka, Anna Aranowska and Sebastian Mikina.

Rymarz Zdort advised Blue Media in connection with the execution of an investment agreement concerning the acquisition of a minority stake in Blue Media Group by Pollen Street Capital.

Upon the completion of the transaction, Pollen Street Capital will make a strategic growth investment in Blue Media to help accelerate its expansion plans in the payment service sector in Europe. The transaction is expected to close in H1 2022, as it is subject to receiving regulatory approval.

Blue Media is a pioneer in the payment service sector in Poland, offering a range of payment options and payment-related services to businesses and consumers via the Blue Media and Autopay brands. This year, the business expects to process over EUR 6 billion in payments, with over 33,000 active eCommerce merchants, and is approaching 1 million users of its Autopay app.

Pollen Street Capital is a leading independent, alternative investment management company focused on the financial and business services sectors.

The transaction was handled by managing partner Paweł Zdort and partner Dr hab. Łukasz Gasiński. The team included senior associate Magdalena Medyńska, and associate Marzena Iskierka. The Rymarz Zdort core transaction team was also supported by partners Iwona Her and Marcin Chyliński and counsels Irmina Wątły and Filip Leśniak.

Rymarz Zdort advised Polski Fundusz Rozwoju S.A. on its acquisition of investment certificates of two real estate investment funds from Bank Gospodarstwa Krajowego.

As part of the transaction, Polski Fundusz Rozwoju S.A. acquired investment certificates of Fundusz Sektora Mieszkań dla Rozwoju Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (FSMdR) and Fundusz Sektora Mieszkań na Wynajem Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (FSMnW), and became the owner of 100% of the investment certificates of both funds.

The total price of the investment certificates of the above funds amounted to PLN 2,196 million.

The transaction was handled by Dr Jakub Zagrajek, a partner, supported by Dr Paweł Mazur, an associate, and the due diligence team was led by Monika Kierepa, a partner.