Capital Markets & Securities

Practice Highlights. A selection of our deal highlights includes advising:

• Goldman Sachs, on Romanian securities law and their application to the structured securities programmes of Goldman Sachs, and its subsidiaries, as well as matters of reverse soliciting in Romania.
• A number of US banks, members of the Association of Global Custodians, including HSBC, J.P. Morgan, RBC, Citibank, Northern Trust, State Street, The Bank of New York Mellon, in connection with the custody of securities and other assets in Romania, and risks related in case of insolvency of Romanian custodians. The Association of Global Custodians is a group of 12 financial institutions that provide securities safekeeping services and asset-servicing functions to primarily institutional cross-border investors worldwide.
• The Ministry of Economy and Electrica S.A., in Electrica’s EUR 440 million IPO, its admission to trading on the Bucharest Stock Exchange, and the issue of GDRs. The transaction was deemed by the Romanian business media as the largest capital market transaction ever conducted in Romania.
• Rompetrol Group N.V. (one of the largest gas and refining businesses in Romania), in connection with the EUR 90,000,000 acquisition of the remaining free float of Rompetrol Rafinare S.A.
• The Ministry of Economy, in connection with the secondary public offering on the Bucharest Stock Exchange for the sale, by the Romanian State, of 15% of the shares held in Transgaz (the National Gas Transmission and Grid Operator), as well as the sale of 15% of the shares held in Transelectrica (the National Electricity Transport and System Operator) with a total transaction value in excess of EUR 109 million (the largest capital markets transactions at the time).
• The Ministry of Economy, in connection with the public offering for the sale of 10% of the share capital in Nuclearelectrica (the national nuclear power producer) on the Bucharest Stock Exchange, for a transaction in excess of EUR 70 million (the largest capital market transaction at the time).
• The Ministry of Communications and Information Society, in relation to the proposed IPO for the sale by the Romanian State of 46% of Telekom Romania (previously Romtelecom, one of the top three telecom operators in Romania).
• The Ministry of Transportation, in connection with the initial public offering (IPO) on the Bucharest Stock Exchange for the purposes of the sale by the Romanian State of 20% of the shares held in Tarom, the national Romanian airline company, with a total estimated value of EUR 20,000,000.
• The Romanian Financial Surveillance Authority (FSA), in connection with various capital markets regulatory matters, the settlement of a set of significant disputes with Fondul Proprietatea (the largest closed-end listed fund in Romania, managed by Franklin Templeton), as well as with the Court of Accounts in connection with the tasks and duties of the Authority in the context of the AIMFD Directive and the implementation in Romania of the Alternative Investment Fund Managers rules.
• SAB Miller (one of the world’s leading brewers), in connection with the acquisition of an absolute majority stake in the local beer producer Bere Azuga S.A. The firm advised on all capital markets issues in connection with the structuring and implementation of the entire acquisition process, conducting the subsequent procedures for mandatory public offering, squeeze-out and final delisting of Bere Azuga from the Bucharest Stock Exchange.
• Ciech S.A., one of the largest firms in the chemical sector in Europe, on matters of Romanian law pertaining to contracting a PLN 1.59 billion (≈ EUR 373 million) bank credit facility financing for Ciech S.A. to refinance its existing debt consisting of high yield bonds (with a value of EUR 245 million) and revolving credit facilities and financing of working capital needs.
• SIF Transilvania S.A., SIF Moldova S.A. and SIF Oltenia S.A., three of the main investment funds in Romania, listed on the Bucharest Stock Exchange, in connection with the implementation of certain compliance aspects of Directive 2011/61/EU on Alternative Investment Fund Managers. The Directive sets the legal frame for authorization, surveillance and control of alternative investment fund managers (AIFM), with key roles, such as the need to register or, in certain cases, to obtain the authorisation from the Financial Surveillance Authority (FSA).
• The Romanian National Securities Commission, in connection with the performance of the initial public offering in respect of Alumil Rom Industry for the purposes of its flotation on the Bucharest Stock Exchange, including issues related to the public offer prospectus, offer validity, as well as public offer allocation and settlement.
• Banca Transilvania, the largest bank in the Romanian banking sector, listed on the Bucharest Stock Exchange, in connection with the structuring and preparation of a EUR 30,000,000 convertible bonds issuance to be placed both to institutional investors and to other shareholders and investors.
• OMV Austria (the major shareholder of OMV Petrom – the leading oil and gas corporation in Romania), on a successful capital increase of EUR 750,000,000 through the issuance of new shares on the Vienna Stock Exchange.
• Genpact Limited, in connection with the USD 600,000,000 initial public offering on the New York Stock Exchange. Genpact is India’s largest business process outsourcing company, having a global network of more than 25 locations in nine countries.
• Goldman Sachs, the leading U.S.-based investment company, on various capital markets matters in connection with a broad range of commodity and currency forward, option or swaps transactions documented by ISDA Master Agreements.

Other representative mandates of our Capital Markets practice includes advising:

• SIF Transilvania, one of the first 5 investment funds in Romania, listed at the Bucharest Stock Exchange, in connection with a share buyback public offering whereby its shareholders have the possibility to receive not only cash in exchange for their shares in the issuer, but also to exchange their shares for shares in other listed companies in SIF Transilvania’s portfolio. Our role includes advising offeror in connection with the implementation of the offer, regulatory requirements, and interaction with the capital markets regulator, the Financial Supervisory Authority responsible for the approval of the prospectus etc.
• The Ministry of Economy and the Office for State Ownership and Privatization in Industry (OPSPI), in connection with the secondary public offering on the Bucharest Stock Exchange for the sale, by the Romanian State, of 15% of the shares held in Transelectrica (the National Electricity Transport and System Operator), which was oversubscribed and successfully closed for EUR 37,700,000. Our firm assisted the Romanian State throughout the entire process, including selecting the underwriter, structuring and implementing the sale process.
• Astra Rail Industries, in the acquisition of the controlling stake in two companies (Apromat and ICPV) listed on the Rasdaq market. Our advice covered the full spectrum of take-over issues specific to the Capital Markets practice, from deal structuring and execution to matters related to post-acquisition of control in the targets, implementation of mandatory take-over offerings and minority shareholding squeeze-out.
• Africa Israel Investments (AFI), in connection with the preparation of AFI’s shelf prospectus, whereby AFI has offered various shares, options, debentures and convertible debentures on the Tel Aviv Stock Exchange, and has already raised USD 250,000,000.
• Sanofi-Aventis, the leading French pharmaceutical producer, on various capital markets issues and regulatory matters specific to the Romanian market, following its take-over of Zentiva Romania S.A., for over EUR 17,400,000.
• KBC Securities N.V., (part of the Belgian financial conglomerate KBC Group), in connection with the acquisition of Swiss Capital S.A., a local independent securities broker, as well as of Swiss Capital Asset Management S.A., a Romanian-based company managing open-end investment funds active on the Romanian and European capital markets.
• Nordic Trustee, Pareto Securities AS and ABG Sundal Collier AS, in connection with the issue of debt instruments involving an issuer with Romanian presence.
• Garrett Motion Inc., one of the automotive industry’s most iconic brands, in connection with the prospective implementation in Romania of an offering of shares to its local employees.
• Vivendi Group, in connection with various capital markets regulatory issues and tax matters regarding the implementation of an employee shares offering in Romania. The advice focused both on structuring and implementing the share plan in Romania.
• Sage Group Plc., in connection with various capital markets regulatory issues and tax matters regarding a contemplated offering of shares reserved to employees, in Romania. Sage is a FTSE100 company, and a global market leader for information technology that helps businesses of all sizes manage everything from their financial to human resources.
• Alcatel-Lucent S.A., the global telecommunications equipment giant listed on Euronext Paris and New York Stock Exchange, in connection with various capital markets regulatory issues possibly entailed by the contemplated amendment of Alcatel-Lucent 2014 performance shares plan, following the acquisition, through public exchange offers, by Nokia Company of more than 90% of Alcatel-Lucent’s share capital, to be followed by a squeeze-out.
• RPC Group Plc., leading European supplier of plastic packaging, listed on the London Stock Exchange, in connection with the contemplated extension of RPC 2013 Unapproved Executive Share Option Scheme to its group employees based in Romania.
• Atos, a global leader in the supply of digital services, with annual revenues of circa EUR 12 billion and employing approximately 100,000 employees in 72 countries, in connection with the implementation of various annual employee share offerings in Romania.
• Solium Shareworks, a global advisor on the operation and implementation of international share plans, in connection with the implementation by various global corporations of employee share plans to their Romanian-based employees.
• Thales Group, a major electronic systems company acting in areas such as defence, aerospace, airlines security and safety, information technology, and transportation, in connection with the implementation of various annual employee share offerings in Romania.
• Veolia Environnement S.A., a French transnational company with activities in water management, waste management, public transport and energy services, in connection with the implementation of various annual employee share offerings in Romania.
• Vinci S.A., a French-based global company employing 179,000 people worldwide, involved in concessions, constructions and engineering, in connection with the implementation of various annual employee share offerings in Romania.
• R Capital Solutions Ltd., a financial services company incorporated and authorized in Cyprus, in connection with compliance with the Romanian capital markets, fair competition and consumer protection and publicity laws of the promotion mechanism envisaged by the Client for implementation in Romania.
• SIF Transilvania S.A., one of the first 5 investment funds in Romania, listed at the Bucharest Stock Exchange, in connection with the capital and regulation market matters regarding the structuring and enforcement of its strategy on the shares held within the impressive portfolio of companies (over 100 – in areas such as banking, pharma, energy, production & construction) listed on the Bucharest Stock Exchange.
• BRD Group Société Générale and Swiss Capital, in connection with the initial public offering (IPO) related to the issuance of a stake between 12-15.29% of the share capital of the energy producer Complex Energetic Oltenia (a leading State-owned energy producer in Romania). Our mandate included drafting a legal due diligence describing the legal regulatory framework, as well as assisting the client throughout all the steps of the public offering process.
• SIF Banat Crișana, one of the main investment funds from Romania, listed on the Bucharest Stock Exchange, in connection with the capital market matters connected to the shares of the fund within various companies listed at the Bucharest Stock Exchange. Our mandate also included legal representation of a company from the investment fund in a claim file of certain shares held by some minority shareholders, as well as the recovery of dividends distributed to them, without any right.
• Barclays Plc., one of the largest banking institutions from the UK, in connection with service supply to owners and services for share accounts offered to the employees of companies from Romania by the issuing employers, in the period before the acquiring the shares, as well as after it. The legal assistance covered a wide range of areas, including capital market, forex, all in the context of transborder supply of such services, from another EU member state.
• Alexandrion, the local market leader in the spirit drinks industry, in connection with the buy-out from the stock exchange and further delisting of one of its affiliates, via public offering.
• PPF Investments, in connection with the take-over of several targets in the banking, hospitality and construction sectors, totaling over EUR 300,000,000, via transactions conducted on the capital market.
• Bucur Obor S.A. (a top real estate company in Romania), in connection with the listing process of the company on the AeRO alternative system managed by Bucharest Stock Exchange. As a result of recent legislative changes, companies formerly listed on the Rasdaq market were bound to take one of the BSE options, i.e. to delist, to list on the BSE or on the BSE alternative trading system (AeRO).