The calls were placed on the government’s agenda

On July 20, a package of amendments to the acts regulating the financial market was published on the website of the Government Legislative Center.

Among them was a systemic change in the rules for announcing and conducting calls for subscription for the sale of shares in public companies prepared by the Polish Financial Supervision Authority in September last year. At the same time, the exemption from the obligation to announce tender offers is maintained in relation to public companies whose shares are introduced only to the alternative trading system.

The details of the proposal were analyzed by Sebastian Bogdan in an article for Gazeta Giełdy i Inwestorów “Parkiet”. The article is available at the link.

We encourage you to read!

Our lawyer’s comment on a simple joint-stock company in Parkiet

Since July 1, more than 40 simple joint-stock companies (PSA) have been registered, according to the data of the National Register of Entrepreneurs. The number is not impressive, although the new form has many benefits for startups.

Our experienced attorney-at-law, Rafał Siemieniec, shared his opinion on a simple joint-stock company for ‘Parkiet’ in the latest article.

Will PSA be able to enable entrepreneurs to obtain financing more conveniently? Find out from the article – link.

Not only green

The green transition has already become a fixture in financial markets. A report by the Climate Bond Initiative, the world’s leading organisation supporting the development of investments promoting climate protection, published at the end of January shows that issuance of the broadly understood green bonds has grown steadily since 2015 to reach USD 269.5 billion by the end of December 2020. This is yet another record, and the trend itself has not been halted even by the crisis caused by Covid-19.To date, the Climate Bond Initiative has recorded USD 54 billion worth of bond issues.

Looking through reports, publications and statistics, we usually come across the term ‘green bonds’ describing a range of investments, which on closer inspection turn out to be much more complex than wind farm financing. In addition, there is a whole spectrum of investment offers which do not have much in common with ‘green investments’, and where the issuers only try to make their offers more attractive by describing them according to new trends, but in reality they do not have much in common with care for the environment. This is the defined phenomenon of ‘greenwashing’.

In order to eliminate greenwashing standards and guidelines are agreed that allow the investors to direct their funds towards genuinely ‘green’ investments and the issuers themselves to obtain certification of the quality of their offerings. Among the most widespread standards and rules are those issued by the International Capital Market Association (ICMA) and the Climate Bond Initiative (CBI). ICMA’s standards and principles are concerned with issuance rules and the care for reporting to investors, while the Climate Bond Standard is about ensuring the quality of the financed investments, including their compliance with the objectives of the Paris Agreement.

Going back to the complexity of sustainable finance, one can identify four ISMA documents with guidelines and standards defining the bonds issued – Green Bond Principles (GBP), Social Bond Principles (SBP), Sustainability Bond Guidelines (SBG) and Sustainability-Linked Bond Principles (SLBP). Added to this is the concept of the Transition Bonds, which was originally developed in 2019 by Yo Takatsuki, AXA IM’s Head of ESG Research and Active Ownership, and which was finally described in the ICMA Climate Transition Finance Handbook of December 2020. It should also not be forgotten that at the European regulatory level, work is advanced on the creation of the EU Green Bond Standard, which may take the form of the guidelines but also be enacted in the form of a regulation.

Why talk about the opportunities of sustainable finance and its complexity? In terms of opportunities, the conclusion of a report by the Joint Research Centre, a research centre at the European Commission, shows that the green bonds issued by non-financial companies and supranational institutions have on average lower yields compared to the similar conventional bonds. This fact implies a lower cost of financing. The issue premium for being green i.e. the so-called ‘greenium’ was also confirmed in the latest Climate Bond Initiative report – “Green Bond Pricing in the Primary Market H2 2020”.

As for complexity, it should be emphasised that it has been well recognised by the domestic issuers. The best example is Tauron’s recent PLN 1 billion bond issue. The issue is based on ICMA Sustainability-Linked Bond Principles, i.e. financing aimed at achieving the specific environmental goals (here, reduction of greenhouse gas emissions through transformation of operations). According to the company’s press release, the TAURON Group, together with the issue coordinator, set the following ratios: CO2 emission reduction ratio (by 2% on average per annum) and RES capacity increase ratio (by 8% on average per annum). If the above ratios are not achieved, the base margin will be increased in line with the provisions of the terms and conditions of the bonds. Each year the independent auditors will confirm that the sustainability ratios were properly calculated.

This example shows that other recognised forms of sustainable investments can be an interesting alternative to the classic green bonds for companies seeking financing. Sustainability-linked bonds or transition bonds do not impose on the issuer such far-reaching restrictions on the use of the obtained capital as e.g. the classic green bonds. They allow the issuers to dispose freely of the obtained funds (departure from the “use-of-proceeds” principle present in the green bond standards, i.e. the use of funds for projects specified in the documentation) and thus give them the flexibility necessary in the complex processes of transforming the entire enterprises whose previous activity was far from being ‘environmentally friendly’.

To sum up – the world of sustainable investment is gaining momentum while recognising the growing needs of the entrepreneurs. It is therefore worth being aware of the possibilities when planning the sustainable debt financing.

We advised on the sale of the majority stake in Picodi.com S.A.

MFW Fiałek advised the shareholders and the Management Board of Picodi.com on the sale of the majority stake in Picodi.com S.A. to Méliuz S.A. – a strategic investor, a company listed on the Brazilian Stock Exchange.

Our advice included comprehensive support in the transaction structuring and then drafting and negotiating the transaction documents as well as transaction closing and settlement.

Picodi.com is an international website providing users with discount codes to online stores. Méliuz S.A. operates a platform providing discounts to online stores allowing the users to receive back a part of the money they spent (cashback).

The transaction was led by Mirosław Fiałek, partner in charge of the M&A and Private Equity practice, and Maria Krupa, Senior Associate. The team also included Wojciech Lichterowicz – Associate and Natalia Chojnowska – Junior Associate.

Sebastian Bogdan has joined the team directly from the Polish Financial Supervision Authority

We are pleased to announce that Sebastian Bogdan has joined our team directly from the Polish Financial Supervision Authority as a Counsel strengthening our capital markets practice.

Sebastian has over 20 years of experience working for the Polish Financial Supervision Authority and the Securities and Exchanges Commission, where he acted as, among others:

  • Director of the Trade Supervision Department at the PFSA,
  • Director of the Financial Market Development Department at the PFSA,
  • Deputy Director of the Capital Market Infrastructure Department at the PFSA.

His expertise in capital markets covers areas including the Market Abuse Regulation, conducting takeovers of public companies, squeeze outs, and sell outs, trading platform regulations, commodity market regulations, and the requirements for securities offers.

Sebastian, welcome to the team!

Our team advises Custodia Capital on the acquisition of Atende Software

MFW Fiałek has advised Custodia Capital on the acquisition of 100% of shares in the share capital of Atende Software sp. z o.o. with its registered office in Warsaw.

MFW Fiałek has provided Custodia Capital with comprehensive transactional support including, among others, legal due diligence, transaction structuring as well as drafting and negotiating the transaction documents and closing the transaction.

Atende Software sp. z o.o. is a leader of Internet TV and network security solutions.

The transaction was led by Mirosław Fiałek – Partner specialising in Private Equity/M&A transactions and Kacper Czubacki – Senior Associate. Our team also included: Rafał Siemieniec – Senior Associate, Joanna Kowalczyk – Senior Associate, Sylwia Mizera – Associate, Paweł Siwiec – Associate, Wojciech Lichterowicz – Associate, Marcin Traczyk – Associate and Natalia Chojnowska – Junior Associate.

Our team advises Schindler Polska on the acquisition of Wrocławskie Przedsiębiorstwo Remontowe Urządzeń Dźwigowych

MFW Fiałek has advised Schindler Polska on the acquisition of 100% of shares in the share capital of Wrocławskie Przedsiębiorstwo Remontowe Urządzeń Dźwigowych sp. z o.o. with its registered office in Wrocław.

Schindler Polska is a subsidiary of Schindler Group, a Swiss multinational company. Schindler Group manufactures and sells elevators, escalators and moving walkways.

Wrocławskie Przedsiębiorstwo Remontowe Urządzeń Dźwigowych, or else the target, provides comprehensive services in the area of elevator technology, including designing and preparing the relevant documents; delivering new equipment; installations; repairs and overhauls, converting and upgrading freight, freight-passenger, passenger and hospital elevators

MFW Fiałek has provided Schindler Polska with comprehensive legal advice in the course of the legal due diligence and on transaction structuring, drafting the transaction documents and in the course of negotiating and closing the transaction.

Our team included: Mirosław Fiałek – Partner specialising in Private Equity/M&A transactions, Maria Krupa – Senior Associate, Wojciech Lichterowicz – Associate and Natalia Chojnowska – Junior Associate.

Our team has advised Ferro S.A. in the acquisition of a majority stake in Termet S.A. and 100% of shares of Tester sp. z o.o.

Our team led by Mirosław Fiałek – Partner comprised Rafał Siemieniec – Senior Associate, Joanna Kowalczyk – Senior Associate, Maria Krupa – Senior Associate and Paweł Siwiec – Senior Associate.

Our comprehensive support included legal due diligence of both companies, transaction structuring followed by preparation and complex negotiation of transaction documentation.

The Ferro Group is one of the largest manufacturers of sanitary and installation fittings in Central and Eastern Europe.

Termet is a producer of heating devices and solutions based on renewable energy sources.

Tester designs and produces electronic control and automation systems for gas devices.

Corporate finance advisory in the project was provided by Vienna Capital Partners (VCP) team led by Piotr Samojlik – Managing Partner and comprised Przemek Wójcicki – Partner and Miłosz Bramowicz – Analyst.

Congratulations to the Management Board of Ferro Group S.A. (Wojciech Gątkiewicz, Aneta Raczek, Olga Panek and Zbigniew Gonsior) and all parties involved in this project.

We won in a dispute before the Court of Arbitration at the Polish Chamber of Commerce in Warsaw

MFW Fiałek has successfully represented an English Private Equity fund in a dispute before the Court of Arbitration at the Polish Chamber of Commerce in Warsaw.

The dispute related to the sale of a Polish company from the financial sector in which MFW advised the seller – the aforementioned Private Equity fund. After the transaction was closed, the purchaser raised claims against the seller in respect of the representations and warranties, amounting to approximately PLN 5 million.

The Court of Arbitration dismissed all claims against MFW’s client and the dispute ended with our full victory.

Mirosław Fiałek, attorney-at-law, MFW’s partner, was in charge on the proceedings.