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Month: January 2020

Significant changes for public limited companies and partnerships limited by shares in 2020

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A commercial companies and partnerships code amendment, providing for dematerialization of shares, is to take effect on 1 January 2021.

From the beginning of 2021, entries in shareholders registers, kept by entities which are authorized to maintain securities accounts (in accordance with the Financial Instruments Trading Act), will have legal effect. This means that from that date on it is the persons listed in such registers, and not the holders of shares (in the case of bearer shares) or persons entered in the share register (in the case of registered shares), who will be deemed as shareholders.

Although the vacatio legis period relating to the amendment may seem relatively long, some of the new regulations, regarding the procedure of share registration, already entered into force on 1 January 2020, with further provisions taking effect on 10 March 2020. As of 1 January 2020, every public limited company (spółka akcyjna) and partnership limited by shares (spółka komandytowo-akcyjna) will be required to put up a website where, in a section intended for shareholder communication, it will publish news it is required to advertise under the law or own articles of association. What is more, the companies will be required to repeat the request to shareholders to handover paper-form shares five times, with the time limit for the first request until 30 June 2020. Before the first request, the company should enter into a shareholders register agreement with an entity approved by a shareholders’ meeting.

In case of any questions about the issues presented above, feel free to get in touch. We will be happy to guide you through this process together with brokerage houses with whom we are cooperating.

Contact

Jakub Salwa
Attorney-at-law / Partner
+48 22 420 59 59
jakub.salwa@actlegal-bsww.com

Michał Pawlak
Attorney-at-law / Senior Associate
+48 22 420 59 59
michal.pawlak@actlegal-bsww.com

act BSWW reinforces its public procurement practice

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act BSWW has been successfully providing legal services in the field of public procurement for almost 20 years and continues to focus on growing the practice. The law firm’s team was joined by Sebastian Pietrzyk (attorney-at-law) as a Partner. Together with Marcelina Daszkiewicz (attorney-at-law), he will co-head the public procurement practice.

Sebastian will focus on driving the practice development and strengthening the law firm’s position in the field of public procurement.

“Sebastian is a seasoned advisor, who has been providing support in public procurement procedures and projects to contractors and contracting authorities alike for over dozen years,” said Jacek Bieniak, Managing Partner at act BSWW. “He will be an invaluable asset to act BSWW and its Clients,” he added.

The new Partner offers support with respect to public procurement law, claims assessment, FIDIC contracts and infrastructure-related disputes, advising both contractors and contracting authorities, especially ones operating in the architecture, energy, transport and IT sectors. Sebastian participated in a range of projects as part of preparations for EURO 2012 in Poland (rail and road network modernization, sports stadiums construction and air ports expansion). For over a dozen years, he was involved in modernization projects related to strategic Polish rail lines, the value of which exceeds EUR 5bn. He also advised on the construction of the Świnoujście LNG terminal.

In addition, he brings to act BSWW extensive experience in litigation strategy development and negotiation with contracting authorities, as well as claim management.

He has been successfully protecting his Client’s interests before the National Appeals Chamber (KIO) and regional courts.

Sebastian is a frequent presenter and author on public procurement law, having published many articles and delivered numerous presentations at public procurement conferences and seminars.

Marcelina Daszkiewicz, a co-head of the public procurement practice, has been with act BSWW since 2016 and handles one of the major public procurement projects of the law firm.

Public procurement is one of its key practice areas, covering both ongoing advice in the course of public procurement proceedings and representation of Clients before the Public Procurement Office President, the adjudicating panel of the National Appeals Chamber and common courts. The public procurement team is made up of experienced lawyers, with a strong track record in the field.

act BSWW advises BUMA Group on office project in Kraków

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Buma Group, a developer based in Kraków, has launched the third and final stage of the Wadowicka 3 project. Building C is the last element of the office complex to be completed. It is an 8-storey class A building with a leasable area of 10,400 sq.m, constructed on the basis of a modern design prepared by Medusa Group. Each storey covers approx. 1,400 sq.m. of leasable space.

act BSWW was advising Buma Group throughout the investment process, from real property purchase, through financing, the leasing process and ongoing advisory, to advice on the post-completion stage of the project.

The project team was led by Michał Wielhorski (Managing Partner). He was supported by Alicja Sołtyszewska (Partner) and Mateusz Prokopiuk (Senior Associate), who advised on lease and financing-related issues respectively.

“It is another is a series of major projects ran by Buma Group that we had the opportunity to assist on,” said Michał Wielhorski. “We are happy to see the dynamic growth of our Client,” he added.

The Wadowicka 3 office complex is made up of three independent 8-storey class A buildings, offering a total office area of over 31,000 sq.m. as well as retail and service premises on the ground floors. It is located in the Podgórze quarter of Kraków, in the vicinity of Rondo Matecznego – one of the main transport hubs in Kraków.

Buma Group is the leader in the office market in Kraków. Its projects include office and residential developments, real property management and general contracting for investments and facades. Over the last thirty years, the company has completed more than a dozen residential and office projects, the latter covering a leasable area of 250,000 sq.m.

New obligations for bond issuers

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By 31 March 2020, any issuer of bonds which have not been redeemed before 1 July 2019 will be required to file, with KDPW, an electronic report of the debt owed to the holders of such bonds as at 31 December 2019.

New developments

Following the enactment of the Act on Amendment of Selected Other Acts in Connection with Measures to Strengthen Financial Market Supervision of 9 November 2018 (Ustawa z dnia 9 listopada 2018 r. o zmianie niektórych ustaw w związku ze wzmocnieniem nadzoru nad rynkiem finansowym), any issuer of bonds which have not been redeemed before 1 July 2019 will be required to file, with KDPW, an electronic report of the debt owed to the holders of such bonds as at 31 December 2019.

Details to be disclosed and report submission procedure

The report should cover:
• issue code,
• number of bonds within individual issues,
• nominal value per bond, and currency,
• bond’s annual coupon rate,
• total amount to be paid by the issuer upon bond redemption, together with its currency,
• statement on whether matured amounts have already been paid by the issuer and, if so, how much has been paid.

The obligation discussed above should be fulfilled directly by the issuer (in the case of paper-form bonds) or through a brokerage house keeping the bond register (in the case of dematerialized bonds issued before 1 July 2019).

The issuers and entities keeping a securities register have 15 days after the end of each month to provide KDPW with the above details, to be updated as of the last day of the month, if the originally reported details have changed by that time.

Fine

Any bond issuer or entity keeping a register of bonds, which fails to perform or improperly performs the obligation referred to above, is liable to a fine of up to PLN 2,000,000.00, to be paid by its agent.

LEI and issuer’s status

In order to be able to file the report with KDPW, you should have a legal entity identifier (LEI). Those who do not have a LEI should make sure to obtain it ahead of report submission, i.e. before 31 March 2020.

If you have any questions related to the issues discussed above, contact us at obligacje@actlegal-bsww.com.