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act BSWW assists Adventum in purchase of Renaissance Plaza

Adventum International, a global property investment fund, has acquired Renaissance Plaza. The office building is located right next to Wola – the fastest-growing quarter of Warsaw. This is the fund’s second investment in Poland within just four months, following the June purchase of Poznań Financial Centre.

Renaissance Plaza is a 7-storey B+ class building with a total area of 10,000 m2, located in the Wola district of Warsaw, close to Rondo Daszyńskiego, the city’s most rapidly growing section. The building is fully occupied by Orange Polska S.A. It was extended in 1998 and underwent substantial renovation in 2016.

Adventum QUARTUM, a Maltese investment fund, acquired the building from REInvest Asset Management.

“Under the Adventum QUARTUM fund we intend to utilise a further EUR 150 million in the forthcoming months for office and retail properties with special focus on Poland. We are glad to have undertaken our second such transaction with REInvest Asset Management,” says Andras Marton, Director at Adventum International.

act BSWW was advising its client throughout the process of acquisition of Renaissance Plaza. The scope of services included a due diligence review of the property, preparation of transaction documents, as well as support in negotiations and transaction advisory.

The project team was led by Marek Wojnar (Managing Partner) and Marta Kosiedowska (Partner). They were supported by Michał Sołtyszewski (Partner).

“It is the second out of several transactions on which we have advised Adventum International,” says Marta Kosiedowska.

“We are pleased to have won the client’s trust and to take part in building our Client’s investment portfolio in Poland,” adds Marek Wojnar.

Deloitte supported the purchaser within the scope of financial advisory. The seller was supported by MFC Real Estate and CMS Cameron McKenna.

act BSWW panel and workshops during Corporate Bonds Conference

The 6th Corporate Bonds Conference was held in Warsaw on October 21-22, 2019.

Once again act BSWW served as the event’s partner.

Piotr Smołuch, Managing Partner, moderated the panel named “Corporate Bonds Market in view of SMEs – the nature of bond issues and credit risk, especially the costs, collaterals and standards of risk evaluation.”
The discussion was attended by:
• Iwona Załuska, President of the Management Board, Partner, Upper Finance Consulting
• Magdalena Śniegocka, Investment Director, Credit Value Investments
• Łukasz Gerbszt, Deputy President of the Management Board, Q Securities
• Jakub Salwa, Partner, act BSWW

Additionally, Piotr Smołuch (Managing Partner) and Jakub Salwa (Partner) ran workshops on different types of security interests for bonds. The scope of workshops covered the following:
• Types of security interests/collaterals
• Security interests that can be implemented in specific financing structures (incl. collateral lending and project finance)
• Important contractual clauses that make it possible to effectively pursue security interests
• Efficiency of security interests as regards proceedings related to the debtor’s insolvency

The Corporate Bonds Conference integrates the professionals and institutions involved in this market. The idea behind the event is to create an opportunity to meet, share experiences and get practical knowledge from experts who are active in the corporate bonds market.

Except for speeches of individuals who have a substantial impact on this market, the Corporate Bonds Conference offers a chance to participate in expert workshops, gain practical knowledge and discuss experiences with specialists in various fields, who are fully committed to their work in narrowly-defined areas of expertise, related to debt issued by businesses.

The details are available here.

act BSWW partners with Financial Market Regulation Conference

The 6th Financial Market Regulation Conference, FinReg 2019, was held in Warsaw on October 17-18, 2019.

act BSWW served as the event’s partner.

Piotr Smołuch, the law firm’s Managing Partner, was the panelist in the session named “New securities trade regulations – the impact of legal changes on the corporate bonds market.”

FinReg is attended by experts from supervisory authorities and entities operating in the financial market. The conference offers a chance to share knowledge and experience, as well as to discuss and solve current problems related to the applicable regulatory system and its stability in Poland and the European Union.

The details are available here. 

Central Register of Beneficial Owners: new obligation for companies since October 13, 2019

Effective as of October 13, 2019, the Anti-Money Laundering and Counter-Terrorism Financing Act of March 01, 2018 (Dz. U. / Journal of Laws of 2019, item 1115, hereinafter referred to as the “AML Act”) introduces regulations that implement the Central Register of Beneficial Owners (“CRBO”) and the obligation to provide and update information related to companies and their beneficial owners in CRBO.

The aim of the above is to increase the efficiency of the anti-money laundering system, as well as to adjust the Polish legal regulations to international standards.

Entities obliged to provide information about beneficial owners

Most types of Polish commercial companies/partnerships are obliged to provide and update information about beneficial owners, i.e.:
• ordinary partnership [spółka jawna];
• limited partnership [spółka komandytowa];
• partnership limited by shares [spółka komandytowo-akcyjna];
• private limited liability company [spółka z ograniczoną odpowiedzialnością];
• joint-stock company [spółka akcyjna], excl. public companies.

The obligation will also apply to simplified joint-stock companies after the introduction of this legal form into the Polish legal system.

What type of information should be reported to CRBO?

A CRBO submission should include:
• company details: name, legal form, registered address, KRS [National Court Register] number and NIP [Tax Identification Number];
• details of the beneficial owner and member of a corporate body or shareholder authorized to represent the partnership/company: first and last name, PESEL or date of birth (if no PESEL number has been assigned), nationality, country of residence, and information about the shares or interest held.

The person filing the submission has to make a representation that the data provided is true, subject to criminal liability for fraudulent misrepresentation.

Conditions, deadlines and manner of data submission with CRBO

Entities which entered the National Court Register until October 13, 2019 will have to apply for an entry in CRBO within 6 months of its implementation, i.e. until April 13, 2020.

Entities which enter the National Court Register after October 13, 2019 will have to file a CRBO submission within 7 business days of becoming listed in the National Court Register. In case any information changes, this should be reported within 7 days of the change date (Saturdays and bank holidays are not included).

A CRBO submission should be filed by an individual authorized to represent the company. Pursuant to the Regulation of the Minister of Finance of May 16, 2018 on the Reporting of Beneficial Owners (Dz. U. / Journal of Laws of 2018, item 968), which comes into effect as of October 13, 2019, submissions should be filed free of charge through a website. They need to feature a qualified electronic signature or one verified with an ePUAP trusted profile.

Who is the beneficial owner?

In order to determine the beneficial owner, it is necessary to thoroughly analyze the definition provided in the AML Act. Pursuant to article 2 section 2 item 1 of the AML Act, beneficial owners include physical persons who have direct or indirect control over a given entity. In order to establish the beneficial owner of a specific company, it is first necessary to check whether there are any individuals who hold at least 25% of shares/voting rights (whether directly or indirectly, through other companies, incl. as a pledgee or user). In case of a complex structure, where voting rights are exercised by a pledgee or user, or in case of structures that involve investment funds or companies located outside Poland, a more detailed analysis might be necessary to identify the beneficial owner.

Access to information from CRBO

Information about beneficial owners, available in CRBO, can be obtained free of charge, upon request. Such information will be provided electronically, within 5 minutes of an application submission (for the up-to-date status) or until the end of the next business day (for information covering a specific period).

Sanctions

Irrespective of criminal liability for fraudulent representation (borne by of individuals who file statements), companies that fail to meet the obligation to provide information to CRBO may be charged with a fine of up to PLN 1,000,000.00.

If you are interested in further details of how beneficial owners are determined, or need assistance in preparation and implementation of anti-money laundering and counter-terrorism financing procedures at companies to which the AML Act applies, please feel free to get in touch with us.

Contact

Aleksandra Sztajer
Prawnik
aleksandra.sztajer@actlegal-bsww.com
+48 22 420 59 59

What legal forms are available to businesses seeking to protect shared interests?

Jacek Bieniak, Managing Partner at act BSWW, delivered a presentation on the legal forms of export joint ventures during the Footwear and Leather Business Forum.

Other topics discussed during the Forum included the current conditions and outlook in the leather sector in Europe, as well as measures to stop poor-quality goods from entering the market and secure fair competition.

The event was organized by the Polish Chamber of Shoe and Leather Industry. It was held on 10 October 2019 in Warsaw.

Learn more about the Forum.

act BSWW advises Strabag Real Estate on Astoria sale

act BSWW was advising Strabag Real Estate on the sale of Astoria office development.

The building was purchased by Credit Suisse Asset Management for its property funds.

Astoria is a 10-storey premium-class building located in downtown Warsaw, between Nowy Świat and Marszałkowska streets. It offers over 18,000 m2 of office area, as well as some retail space.

The scope of act BSWW’s services included transaction and tax advisory throughout the sale process.

The project team was made up of Marek Wojnar (Managing Partner), Marta Kosiedowska (Partner) and Katarzyna Góra (Senior Associate). The tax team was managed by Małgorzata Wąsowska (Partner).

“The sale of Astoria is among Poland’s largest office property transactions this year,” says Marta Kosiedowska.

“Strabag Real Estate has been very active in the Polish market. Its strategy covers a wide range of different types of properties. Astoria sale is just one of many transactions we have recently handled for this Client,” adds Marek Wojnar.

Credit Suisse Asset Management was supported by Greenberg Traurig (law firm).

act BSWW at EXPO REAL 2019

EXPO REAL, the international trade fair for real estate and investment, is attended by guests from across the globe.

It serves as an experience sharing and business networking platform. The three-day event is held annually in Munich.

Real Estate is among act BSWW’s main practice areas.

This year the law firm will be represented by Michał Wielhorski (Managing Partner), Marek Wojnar (Managing Partner), Marta Kosiedowska (Partner) and Alicja Sołtyszewska (Partner).

Come and meet our experts.

October 7 – 9, 2019
Messe München
Messegelände
81823 Monachium

act BSWW advises Moderna Holding on expansion of portfolio with developer project segment

act BSWW has advised Moderna Holding sp. z o.o. on the acquisition of 100% shares in Przedsiębiorstwo Budowlane “KOKOSZKI” S.A., a Gdańsk-based developer company. This purchase is a part of Moderna’s development strategy, seeking to secure a wider range of services and a stronger position as a leader in the Tri-City’s developer market.

Following the transaction, Moderna’s portfolio features a usable residential area of 150k square meters, making it the leader in the Tri-City market. So far, Moderna has been pursuing high-end investments in multi-family and office buildings segment of the Tri-City and Warsaw market. The recent deal has expanded the company’s portfolio with a complementary developer project segment.

Moderna and Kokoszki will continue to operate as separate entities under the umbrella of Moderna Holding.

“Both companies have a similar organizational chart and operate within the same multi-family and office building segment, but have different target groups,” says Adam Małaczek, President of Moderna Holding Management Board. “We have gained immense potential to increase stability and liquidity of project implementation which, in light of complex administrative and civil regulations, will facilitate flexible process management and give us an edge over our competition. In the end, it is the buyers of standard and high-end apartments who will benefit the most from the transaction,” he adds.

Piotr Smołuch (Managing Partner) led the team of lawyers advising on the transaction. The team was made up of Jakub Salwa (Partner) and Michał Pawlak (Senior Associate).

The scope of legal services provided by the law firm covered a due diligence audit of the acquired company and its assets.

“This is yet another transaction in which we have supported Moderna. We are glad to have been able to take part in one of our Client’s key projects,” said Piotr Smołuch.

Moderna’s portfolio includes many appealing projects, such as BALTIQ PLAZA, Front Park, Oliwski Park i Oliwa 505 and Złota Chmielna Apartments. A few other investments in Gdynia, Gdańsk and Warsaw (Powiśle and Praga neighborhoods) are pending completion. Some of the most notable projects implemented by Kokoszki include the Sadowa and Niepołomicka residential estates, as well as Kokoszki Office.

Kokoszki has been operating since 1969, over time building an impressive portfolio of successful projects, including dozens of residential, special-use and commercial buildings, with the Baltic Philharmonic and Opera among them.

act BSWW advises YIT on project with sale value of over EUR 100m

YIT, Finland’s largest developer, has just acquired another appealing investment property. This time it opted for Gdańsk, thus expanding its operations in Poland.

The 1.55 ha land lot with a construction permit is located close to the historical center of Gdańsk, right next to the European Solidarity Center. The developer is planning a mixed-use project with a total area of 40,000 m2. The estimated project value is over EUR 100m. It is going to be implemented in several stages.

“During YIT’s 4 years of operations in Poland, we have extended the existing residential projects (that we acquired) and purchased land lots in appealing locations across Warsaw for new projects. Finally, the time has come for some territorial expansion, as part of which we will enter a new market. We have set our sights on Gdańsk due to its impressive growth pace and vast potential for further actions. We want to stay here for a long time. The mixed-use project means that we need to develop skills covering an entirely new segment of operations, i.e. office premises,” says Tomasz Konarski, President of the Management Board at YIT Poland.

act BSWW provided YIT with comprehensive legal advisory throughout the process of the real property acquisition. The scope of services included a due diligence review of the property, preparation of transaction documents, as well as support in negotiations and closing the deal.

Michał Wielhorski (Managing Partner) acted as the team leader. The team was made up of Michał Sołtyszewski (Partner) and Mateusz Prokopiuk (Senior Associate). Tax issues were handled by Małgorzata Wąsowska (Head of Tax) and Michał Brzozowicz (tax team member).

“This is yet another large transaction in which we have supported our Client. Before that, we had a chance to consult on a range of YIT’s projects in Warsaw, including the acquisition of Parkur Residence, Nordic Mokotów (stage 3), Nordic Sadyba and Nordic Bemowo,” says Michał Wielhorski. “We are happy to watch YIT grow and expand on the Polish market,” he adds.

YIT has been operating in Poland since July 2015. Before the Gdańsk-based transaction, all its projects had been located in Warsaw. It all started with the construction of Nordic Mokotów residential estate in June 2016. YIT’s portfolio includes approx. 3,000 apartments, of which 300 have been completed, while several hundred are underway.

YIT is Finland’s biggest developer. It operates in a total of 11 countries: Finland, Russia, Scandinavia, the Baltic States, the Czech Republic, Poland and Slovakia.

act BSWW advises Kliny Hospital in Kraków on delivery of Poland’s first SimNow simulator

An online training simulator for surgeons performing procedures with the da Vinci robot has arrived at Kliny Hospital [Szpital na Klinach]. The SimNow simulator is the first online training tool of its kind in Poland. act BSWW has contributed to the success of the transaction and delivery of the equipment.

Within just a few months, Kliny Hospital has become one of the most efficient and patient-friendly medical facilities in Central and Eastern Europe. The hospital’s success has been driven by the combination of the best doctors in their fields and state-of-the-art technology. Kliny Hospital, a landmark healthcare project in the Polish market, has been assisted by act BSWW from the very beginning.

The law firm represented the hospital in negotiations with the provider of the da Vinci surgical system (one of just seven used in Poland). Recent days have seen the execution of an agreement for delivery of an online training simulator for surgeons performing procedures with the da Vinci robot. The SimNow simulator is the first training system of its kind in Poland. It is produced and patented by an American corporation, Intuitive Surgical.

“We are pleased to have been given the opportunity to advise on the purchase of the cutting-edge da Vinci technology, which has further led to the delivery of the simulator,” says Piotr Smołuch, Managing Partner at act BSWW, who headed the project team.

The da Vinci robotic surgical system is an advanced medical technology of immense potential. Not only does it facilitate surgical procedures that are key for successful treatment of most common conditions, but it also helps tackle many treatment challenges, e.g. by mitigating the risk of postoperative complications and reducing the patient recovery period.

“From the moment our healthcare facility opened, we have seen growing interest in robot-assisted procedures. Their benefits attract a lot of interest from patients and, most importantly, doctors whose job is to come up with a treatment plan that will be best suited to the patient’s needs. Surgical procedures performed with the da Vinci system, offering instruments designed with seven degrees of freedom and equipped with micro-tools that allow 10-fold magnification of the 3D vision of the surgical field, are as precise as it gets,” says Joanna Szyman, Management Board President at Kliny Hospital.

Over 5000 da Vinci surgical systems have been installed worldwide. They are used for approx. 170 types of surgical procedures, especially uterine surgeries, prostatectomy and large bowel resection, but also bladder and kidney surgeries. The number of procedures assisted by the da Vinci robot grows every year. One million operations were carried out with this technology in 2018, marking a 18% growth against the previous year. So far, 6 million da Vinci robot-assisted operations have been conducted worldwide.