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DJBW ADVISED ON THE PROCESS OF APPROVAL OF AN ISSUE PROSPECTUS AND ADMISSION OF SHARES OF VIVID GAMES S.A. TO TRADING ON THE REGULATED MARKET

 

DJBW Daniłowicz Jurcewicz Biedecki i Wspólnicy sp.k. acted as legal counsel in the process of admission and introduction of shares of VIVID GAMES S.A., including (i) 16,500,000 series A shares, (ii) 8,800,000 series B shares, (iii) 296,465 series C shares, (iv) 2,000,000 series D shares and (v) 349,000 series E shares, of the nominal value of PLN 0.10 each to trading on the regulated market operated by the Warsaw Stock Exchange. For the purpose of the project, DJBW represented VIVID GAMES S.A. in the proceedings before Polish Financial Supervision Authority regarding approval of an issue prospectus of the company. The company is a developer and publisher of mobile games for smartphones and tablets.

 

Within a transaction DJBW’s team was led by advocate Artur Kloc and partner Ludomir Biedecki.

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DJBW ADVISED PGNIG TERMIKA S.A. ON THE PURCHASE OF SPÓŁKA ENERGETYCZNA JASTRZĘBIE S.A.

 

On Thursday, 11 August 2016 PGNiG Termika S.A. signed an agreement to purchase 100% shares of Spółka Energetyczna Jastrzębie S.A. (SEJ) which total value is PLN 371,829,957 (87,230,788 EUR). The shares were already pledged to the investor who made the advance payment in the amount of  PLN 278,878,263 (EUR 65.42 m). DJBW Daniłowicz Jurcewicz Biedecki i Wspólnicy sp.k. advised PGNiG Termika S.A. during the whole process of the transaction.

 

Signing the sale agreement was subject to several precedent conditions, all of which had been duly completed.

 

The transaction included a regulation of the future cooperation between SEJ and Jastrzębska Spółka Węglowa (JSW). The companies concluded long-term contracts for the supply of coal and methane from JSW to SEJ and the sale of heat, electricity, cooling and compressed air from SEJ to JSW.

 

Spółka Energetyczna "Jastrzębie" is the largest Polish producer of electric energy from gas from demethanized mines, dedicated to the production of heat, electricity, cooling and compressed air. SEJ owns five power plants located in Jastrzębie-Zdrój (EC Zofiówka, EC Moszczenica), Pniówek (EC Pniówek), Suszec near Żory (EC Suszec) and Częstochowa.

 

DJBW’s team consisted of a partner Ludomir Biedecki and attorneys-at-law: Radosław Matusiak, Rafał Kozłowski.

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DJBW ADVISED SAYBOLT HOLDING ON THE ACQUISITION OF BALTIC MARINE SURVEYORS

 

DJBW Daniłowicz Jurcewicz Biedecki i Wspólnicy sp.k. advised Saybolt Holding BV (a Core Laboratories company) in connection with the acquisition of 100% of the shares in Baltic Marine Surveyors sp. z o.o. – a company providing cargo and technical surveys and consultancy services.

 

DJBW’s involvement included legal due diligence, preparation and negotiation of transaction documents.

 

DJBW’s team consisted of partner Ludomir Biedecki and attorney-at-law Radosław Matusiak.

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DJBW ADVISED  EUROPOLES RENEWABLES GMBH ON THE PURCHASE OF MAJORITY OF SHARES IN BILFINGER MARS OFFSHORE SP. Z O.O.

 

DJBW Daniłowicz Jurcewicz Biedecki i Wspólnicy sp.k. advised Europoles Renewables GmbH of the VTC Group from Munich, on the acquisition of 62.5% of shares of Bilfinger Mars Offshore Sp. z o.o., which produces foundations for offshore wind turbines and other steel structures related to wind energy.

 

Europoles is a leading European manufacturer of poles and towers made of steel, concrete and fiberglass-reinforced synthetic materials, with numerous applications in infrastructure, whereas VTC is an intensively developing, independent holding company with extensive experience in the energy and infrastructure market, wchich has its plants also in Poland.

 

Within the transaction DJBW conducted legal due diligence of BMO and prepared transactional documentation (Polish aspects). The team involved in the project was led by: DJBW’s partner Radosław Biedecki and attorney-at-law Radosław Matusiak.

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We are pleased to present the article of Radosław Biedecki 'Attention! Pre-emption and limitation on properties', published in International Bar Association newsletter: International Real Estate News.

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DJBW ADVISED PHU LOKOMOTIV ON THE SALE OF 47 LOCOMOTIVES

 

DJBW Daniłowicz Jurcewicz Biedecki i Wspólnicy sp.k. advised P.H.U "LOKOMOTIV" on the sale of fourty-seven locomotives to Industrial Division sp. z o.o.

 

Transaction included the conclusion of three contracts for the sale of locomotives to Industrial Division. The locomotives are currently leased by the company to, among others, companies of Lotos S.A. group, Kolej Bałtycka S.A. and Polmiedź – Trans sp. z o.o. P.H.U „LOKOMOTIV” is a leader in rail services. Its services include transport, repair and leasing of rolling stock and sidings’ support. Industrial Division operates in the brokering of rolling stock and is the leading company in the lease of locomotives on the Polish market. Both entities have cooperated for a long time with the key players in the segment of transport of petrochemical products, raw materials and special cargo.

 

Within the transaction DJBW advised the seller in the preparation and negotiation of transaction agreements. DJBW’s team consisted of a partner Radosław Biedecki and an attorney-at-law Radosław Matusiak.

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DJBW ADVISED PGNIG TERMIKA S.A. ON THE SALE OF 100% SEJ’S SHARES FOR 371 MILLION

 

DJBW Daniłowicz Jurcewicz Biedecki i Wspólnicy sp.k. adviced PGNiG Termika S.A. on the preliminary sale agreement of 100% of Spółka Energetyczna Jastrzębie S.A. (SEJ) shares by Jastrzębska Spółka Węglowa S.A. (JSW), which total value is PLN 371,829,957.

 

Within the transaction PGNiG Termika made the advance payment in the amount of PLN 278.87 mln. The remaining part of the price will be paid at the time of signing the promised sale agreement, which is subject to obtaining by each party relevant corporate approvals, making changes in the issuance of bonds issued by SEJ, terminating agreement on actual cash pooling resulting in the completion of SEJ’s participation in cash pooling run within JSW capital group and releasing guarantees of JSW.

 

The transaction also includes the regulation of long-term purchase conditions of coal and methane from JSW by SEJ, as well as sale of power media in the form of heat, electricity, cooling and compressed air to JSW.

 

SEJ owns five power plants located in Jastrzębie-Zdrój (EC Zofiówka, EC Moszczenica), Pniówek (EC Pniówek), Suszec near Żory (EC Suszec) and Częstochowa. Is the largest Polish producer of electric energy from gas from demethanized mines.

 

DJBW’s team consisted ofattorneys-at-law: Radosław Matusiak and Rafał Kozłowski and a partner Ludomir Biedecki.

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DJBW ADVICES STK GROUP ON THE SALE OF SHARES OF STK AND KOLEJ BAŁTYCKA AND THE PURCHASE OF OT LOGISTICS’ SHARES

 

DJBW Daniłowicz Jurcewicz Biedecki i Wspólnicy sp.k. advised STK Group, one of the largest private rail operators in Poland, on conclusion of the investment agreement for the sale to OT Logistics 100% of STK S.A. shares and 80% of Kolej Bałtycka shares for a total amount PLN 33,1 million. The final sale price of the companies’ shares may be reduced in the case of a height difference of liabilities declared by STK Group in the agreement and at the closing date and for STK S.A. achieving additional benefits specified in the contract of the sale of locomotives owned by STK SA, the sale of which is to take place until 31 December 2016.

 

The transaction also includes the acquisition of 99,406 OT Logistics’ shares Series D by STK Group for a total amount of PLN 23.4 million.

 

Payment of the price in the amount of PLN 23.4 million by OT Logistics will take place by netting counterclaim of parties to the transaction and the remaining money will be paid by non-cash settlements related to the sale for STK Group real estate belonging to the STK S.A.and Sordi sp. o.o. SKA - a subsidiary of STK S.A.

 

The transaction is conditioned by, among others: OT Logistics obtaining a consent for concentration from the Office of Competition and Consumer Protection and the issue resolution made by the General Meeting of shareholders on 30 June 2016.

 

DJBW’s team consisted of: DJBW partner Ludomir Biedecki and attorney-at-law Radosław Matusiak.

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DJBW ADVISED MEDICALGORITHMICS S.A. ON THE ESTABLISHMENT OF THE BONDS ISSUANCE PROGRAM WORTH 70 MILLION PLN AND ISSUANCE OF SERIES A BONDS UNDER THE PROGRAM

 

DJBW Daniłowicz Jurcewicz Biedecki i Wspólnicy sp.k. acted as legal counsel in connection with Medicalgorithmics S.A. establishing a bond issuance program of unsecured bearer bonds denominated in zlotys worth 70 million PLN. The transaction also included the issuance under the program series A bonds with a total nominal value of 50 million PLN, and their introduction to trading in the alternative trading system operated by the Warsaw Stock Exchange within the Catalyst market. Medicalgorithmics S.A. is a provider of system solutions and algorithmic diagnostics in cardiology, particularly in the analysis of ECG signal.

 

DJBW’s team consisted of an advocate Artur Kloc and a partner Michał Jasiński.

 

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DJBW ADVISED ON PUBLIC OFFERING OF SHARES OF AUTO PARTNER SA WORTH PLN 85.4 MILLION

 

DJBW Daniłowicz Jurcewicz Biedecki i Wspólnicy sp.k. acted as legal counsel in the initial public offering, admission and introduction of shares of Auto Partner S.A.  to trading on the regulated market operated by the Warsaw Stock Exchange.

 

The offering included the issuance of new shares and the sale of existing shares by shareholders. The value of the offering amounted to PLN 85.4 million, including the value of the new issue (PLN 50.6 million) and the value of sold shares (PLN 34.8 million). The company is an importer and distributor of spare parts for cars and trucks.

 

Within a transaction DJBW’s team was led by advocate Artur Kloc.

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DJBW RECOMMENDED IN 2016 CHAMBERS & PARTNERS RANKING

 

We are pleased to announce that DJBWhas been recommended in the following practice areas:

- Capital Markets: Debt

- Capital Markets: Equity (Band 4)

- Corporate/M&A (Band 4)

- Dispute Resolution: Most in Demand Arbitrators

Additionally, 3 DJBW partners are recommended in theCorporate/M&A’,’ Poland, Dispute Resolution: Most in Demand Arbitrators’ and ‘Capital Markets: Equity’ sections:

- Ludomir Biedecki (categories: Capital Markets: Equity and Corporate/M&A)

- Witold Jurcewicz (categories: Poland, Dispute Resolution: Most in Demand Arbitrators and Corporate/M&A)

- Witold Daniłowicz (Corporate/M&A)

 

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DJBW A FOUNDING MEMBER OF POLISH AND LITHUANIAN CHAMBER OF COMMERCE

We are pleased to announce that DJBW has become a founding member of the newly founded Polish and Lithuanian Chamber of Commerce.

Polish and Lithuanian Chamber of Commerce is an exclusive group of companies and individuals operating or intending to operate in the Polish and Lithuanian economic cooperation. The Chamber gathers information for its members on business opportunities in both countries, builds relationships with people who create economic life and organizes conferences and networking events.

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http://www.plcc.lt/

 

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DJBW has been established in January 2014 following the merger of two renowned Polish law firms: Daniłowicz Jurcewicz i Wspólnicy and Biedecki Biedecki i Partnerzy. The merger is the result of mutual trust and conviction that together we can create a new quality.

The establishment of DJBW has allowed the enlargement of the lawyers’ team and strengthening of our joint expertise in the field of M&A, capital markets and arbitration, which shall benefit to our clients. We achieved a broader market recognition while maintaining the highest quality standards.

 

DJBW RECOMMENDED IN 2016 CHAMBERS & PARTNERS RANKING

 

We are pleased to announce that DJBWhas been recommended in the following practice areas:

- Capital Markets: Debt

- Capital Markets: Equity (Band 4)

- Corporate/M&A (Band 4)

- Dispute Resolution: Most in Demand Arbitrators

Additionally, 3 DJBW partners are recommended in theCorporate/M&A’,’ Poland, Dispute Resolution: Most in Demand Arbitrators’ and ‘Capital Markets: Equity’ sections:

- Ludomir Biedecki (categories: Capital Markets: Equity and Corporate/M&A)

- Witold Jurcewicz (categories: Poland, Dispute Resolution: Most in Demand Arbitrators and Corporate/M&A)

- Witold Daniłowicz (Corporate/M&A)

 

 

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