Poland’s first AIC licence issued by PFSA
We are pleased to announce that Dubiński Jeleński Masiarz i Wspólnicy sp.k. has successfully conducted the first in Poland proceedings before the Polish Financial Supervision Authority for issuing a license to perform the activity of the Alternative Investment Company Manager (AICM).
The legal provisions introducing the institution of an Alternative Investment Company (AIC) and AICM into the Polish legal system came into force in June 2016. Last week the entity supported by our law firm received the first license of AICM in Poland. The pioneering nature of the proceedings before the Polish Financial Supervision Authority was related to the necessity of acting on the basis of legal regulations not applied by any other entity so far.
The decision of the Polish Financial Supervision Authority issued in this proceedings is the first license of this kind in Poland. Other AICM operating on the domestic market due to the low value of the assets under management (below EUR 100 000 000) benefit from a statutory exemption and operate under a simplified supervisory regime – without a licence but on the basis of an entry in the register of AICM kept by the Polish Financial Supervision Authority.
Within our Capital Markets Team, we advise our Clients in all proceedings before the Polish Financial Supervision Authority, including those concerning alternative investment companies and the management of alternative investment companies
International Comparative Legal Guide to: Alternative Investment Funds Laws and Regulations 2019 with the contribution of the DJM lawyers
We are pleased to announce that the new edition of an international publication of the series edited by the Global Legal Group – the International Comparative Legal Guide to: Alternative Investment Funds Laws and Regulations 2019 has been published in August 2019.
International Comparative Legal Guide to: Alternative Investment Funds Laws and Regulations 2019 is an international guide to alternative investment funds, composed with the contribution of the DJM lawyers. Publication provides a global comparison of the laws and regulations that govern the setting up and operation of alternative investment funds in 32 key jurisdictions in the world, where the investment funds market is very active. Individual parts of this publication relating to particular countries have been written by leading practitioners specializing in alternative investment funds in the specific markets.
The authors of the Polish part of the publication are lawyers of our Law Firm: Zuzanna Mariańska-Masiarz, an Attorney-at-Law, and Michał Żwirski, senior lawyer specialized in capital markets law.
The publication is available at:
First bond issues in Poland registered in the National Depository for Securities by an issue agent
We are pleased to announce that following the first issuance of investment certificates of a closed-end investment fund on the Polish market by an issue agent, the Debt Securities Issuance Team of our Law Firm has carried out the legal part of the first two issues of bonds on the Polish market registered under the new rules in the National Depository for Securities. The issues were registered by the National Depository for Securities on 17 July 2019.
We would like to remind you that obligatory dematerialization of bonds has been in force since 1 July and their registration in the depository requires the intermediation of an issue agent, which results from the provisions of the act of 9 November 2018 amending certain acts in connection with the strengthening of supervision over financial market and protection of investors on this market.
As part of our practice in the field of law regulating the issue of debt securities, we advise our Clients in all areas related to the organisation of the bond and other debt instruments issue process.
We encourage you to contact us and take advantage of our experience
First issuance of investment certificates of a closed-end investment fund on the Polish market pursued in accordance with new-established rules
We are pleased to announce that Dubiński Jeleński Masiarz and Partners has carried out the legal part of the first issuance on the Polish market of investment certificates of a closed-end investment fund through an issue agent pursued in accordance with rules that entered in force on 1 July. On 12 July 2019 the National Depository for Securities informed about the registration of these certificates in the depository for securities.
At the beginning of the July, provisions of the act of 9 November 2018 amending certain acts in connection with the strengthening of supervision over financial market and protection of investors on this market entered into force, introducing new rules on the registration of private securities, including investment certificates issued by a closed-end investment fund which is not a public closed-end investment fund, as well as a new institution of an ‘issue agent’.
Since the 1 July, all newly issued investment certificates of non-public closed-end investment funds are subject to mandatory dematerialization and their registration in the depository for securities requires the intermediation of an issue agent.
Our Capital Markets Team advises our Clients on all of the areas related to the issuance of investment certificates carried out in accordance with the new-established rules, in particular with regard to negotiating agreements with issue agent, issue sponsor and payment agent, and preparing the issue documentation – the statute, terms of issue and applicable forms.
Employee investment schemes
We are pleased to inform that Dubiński Jeleński Masiarz and Partners have provided legal advisory services for ten out of nineteen financial institutions that offer employee investment schemes.
The services rendered by us include, inter alia, preparation of full legal documentation for employee investment schemes as well as provision of on-going legal advice.
We would like to heartily thank our Clients for their trust!
On 1 July 2019, employee investment schemes were launched in Poland. Such schemes are voluntary saving plans. It is assumed that they will cover more that 11 million people. No actions on the employee’s part is required to join the employee investment scheme. However, the employers will have to sign relevant agreements based on which their employees will save some funds for their future.
Employees saving through employee investment schemes will be putting between 2 and 4% of their wages aside for their future. To that, the employer will add another 1.5 – 4% of the amount of wages of individual employees. On the top of that, each person joining an employee investment scheme will receive PLN 250 from state budget as a welcome bonus, plus PLN 240 each year. As a rule, the funds accumulated by a given employee can be withdrawn when he/she turns 60. The withdrawal will also be possible, inter alia, in the case of a major illness or to cover own share when taking a loan for an apartment or a house.
The funds of employees are managed by specialised institutions with extensive experience on financial market, such as: investment funds societies, insurance undertakings and pension fund companies. These institutions are entitled to collect low management fees, but they cannot charge any fees for deposit and withdrawal of funds. Moreover, they are given statutory incentives to manage the employees’ funds effectively. Besides, institutions that wish to offer employee investment schemes must meet a number of stringent criteria.
Employee investment schemes will be implemented in a number of stages and the process is planned to last till 2021. Firstly, employee investment schemes will be joined by people working for entities with over 250 employees. Other groups of employees will subsequently be covered by the schemes, and the actual date of joining a scheme by individual employees will depend on the number of people employed by their employer.
Chambers Global Practice Guide: Investment Funds 2019 with the contribution of the DJM lawyers
On 1 March, 2019 Chambers Global Practice Guide: Investment Funds 2019, co-authored by DJM lawyers, has been published. Chambers Global Practice Guide series is edited by Chambers & Partners, seated in London.
The part of publication regarding Polish investment funds market was written by lawyers from our Capital Market Team: Tomasz Masiarz – Managing Partner who runs the investment fund practice at DJM, Rafał Lidke – attorney, associated with DJM for over 10 years, Zuzanna Mariańska-Masiarz – attorney-at-law, cooperating with DJM since 2006 and Patrycja Gliwka – junior associate.
Chambers Global Practice Guide: Investment Funds 2019 is an expert legal commentary, written by specialists from the most significant jurisdictions around the world. The publication describes key aspects regarding investment funds operations. We kindly invite you to read the publication, available at:
International Comparative Legal Guide to: Alternative Investment Funds 2018 6th edition with the contribution of the DJM lawyers
We are pleased to announce that the new edition of an international publication of the series edited by the Global Legal Group – the International Comparative Legal Guide to: Alternative Investment Funds 2018 has been published in July 2018.
International Comparative Legal Guide to: Alternative Investment Funds 2018 is an international guide to alternative investment funds, composed with the contribution of the DJM lawyers. Publication provides a global comparison of the laws and regulations that govern the setting up and operation of alternative investment funds in 29 key jurisdictions in the world, where the investment funds market is very active. Individual parts of this publication relating to particular countries have been written by leading practitioners specializing in alternative investment funds in the specific markets.
The authors of the Polish part of the publication are: Tomasz Masiarz, a managing partner at our Law Firm in charge of the investment fund practice and Rafał Lidke, an attorney associated with our Firm for over ten years.
The publication is available at:
The acquisition by Plukon Food Group BV (the Netherlands) of a majority stake in L&B Wyrębski Sp. z o.o.
DFJ provided legal advisory services to Plukon Food Group BV (the Netherlands) at the acquisition of a majority stake in the company under the business name L&B Wyrębski Sp. z o.o. operating in the poultry sector (the “Company”). The transaction included the acquisition of both existing and newly-issued shares in the Company’s increased share capital with a view to providing the Company with a part of financing necessary for the construction of a state-of-the-art poultry slaughterhouse and processing facility.
The granting of mezzanine debt financing by a Darby Fund from the Franklin Templeton Group to a company operating in the sector of chips and snacks production.
The team from the law firm of Dubiński Fabrycki Jeleński i Wspólnicy advising on the transaction was managed by attorney at law Tomasz Kudelski. Other involved persons were, among others: Aleksandra Rogalska and Izabella Piętka
Acquisition of control
Transaction involving the acquisition of control over a group of companies operating in the sector of white mushrooms compost production by a company owned by a private equity fund from the Abris Group.
The team from the law firm of Dubiński Fabrycki Jeleński i Wspólnicy advising on the transaction was managed by attorney at law Wojciech Fabrycki. Other involved persons were, among others: Tomasz Kudelski, Izabella Sieroń, Aleksandra Rogalska, Izabella Piętka and Paweł Bartosiewicz.
DFJ advised Templeton Asset Management (Poland) TFI S.A. in license proceedings before Polish FSA
Dubiński Fabrycki Jeleński i Wspólnicy Law Firm represented Templeton Asset Management (Poland) TFI S.A. before the Polish Financial Supervision Authority in the proceedings for granting an authorisation to conduct activities as an investment fund management company and to create an investment fund Franklin Templeton Fundusz Inwestycyjny Otwarty. On November 3, 2015 the Polish Financial Supervision Authority unanimously granted to Templeton Asset Management (Poland) TFI S.A. licenses authorizing the company to create and manage Polish investment funds, manage portfolios of financial instruments, provide investment advisory services and act as a representative of foreign funds.
In connection with the above proceedings, the Law Firm, as an external legal advisor, provided TAMP TFI S.A. with comprehensive legal assistance at each stage of the proceedings, among others, within the scope of creation of an umbrella investment fund Franklin Templeton FIO, as well as preparation of all necessary documentation, including internal documentation of the Management Company and the Fund, required under applicable provisions of law in relation to investment fund management companies.
The project was supervised by Jarosław Dubiński, managing partner of the Law Firm, and handled by a team of lawyers of the Law Firm, including in particular Tomasz Masiarz, partner of the Law Firm, and attorney at law Rafał Lidke.
Templeton Asset Management (Poland) TFI S.A. belongs to a capital group of Franklin Templeton Investments, which is one of the biggest investment organizations in the world. As a global leader in asset management, the Franklin Templeton Investments Group provides its services to over 23 million clients in more than 150 countries all over the world.
Establishment of new Investment Funds for TFI BGK S.A.
The Law Firm has advised Towarzystwo Funduszy Inwestycyjnych BGK S.A. (an investment fund company) on establishing, in cooperation with Bank Gospodarstwa Krajowego and Polskie Inwestycje Rozwojowe S.A., four investment funds: Fundusz Inwestycji Samorządowych (local government investment fund), Fundusz Inwestycji Infrastrukturalnych- Kapitałowy (capital infrastructure investment fund), Fundusz Inwestycji Infrastrukturalnych-Dłużny (debt infrastructure investment fund), and Fundusz Inwestycji Polskich Przedsiębiorstw (Polish enterprises investment fund), with the aggregate target capitalization of PLN 6.5 billion. These investment funds will be set up in the second quarter of 2015. The project was managed by Tomasz Masiarz, a Law Firm’s partner. Tomasz Masiarz heads the Law Firm’s investment funds practice.
Private Equity Managers S.A.’s Debut at WSE
The Dubiński Fabrycki Jeleński i Wspólnicy law firm has advised Private Equity Managers S.A. on its Initial Public Offering (IPO) and the admission of its shares to public trading on the regulated market organized by the Warsaw Stock Exchange (WSE). The public offering of the Private Equity Managers S.A. shares provided for the sale of up to 411,863 shares accounting for 12.35 percent of its share capital. The shares were sold by the MCI.EuroVentures 1.0. sub-fund separated within MCI.PrivateVentures FIZ. The public offering of Private Equity Managers S.A. was very successful. All the offered shares were allocated and the reduction rate of the open tranche was 90.23%. The selling price was set at the maximum level of PLN 111, which set the value of the entire public offering at PLN 45.7 million. Private Equity Managers S.A. debuted on the stock exchange on April 9, 2015. Private Equity Managers S.A. is the parent company in the capital group specialized in the management of different types of assets in private equity alternative funds, including venture capital funds. The Private Equity Managers S.A. group manages assets through its own investment fund company: MCI Capital Towarzystwo Funduszy Inwestycyjnych S.A. which manages closed-end investment funds (of mainly non-public assets). The investment funds whose investment portfolios are managed mostly by entities from the Private Equity Managers S.A. group invest chiefly in fast-growing companies from the technological sector in the CEE region. The Private Equity Managers S.A. group was created through the separation of asset management operations from the MCI Management S.A. capital group in the years 2010 – 2012.
Acquisition of ECS SA’s shares
Our Law Firm advised CEE Equity Partners on the acquisition of a majority stake in a telecommunications company, Electronic Control Systems SA, by a private equity fund.
Another acquisition by the Maspex Wadowice Group
The Dubiński Fabrycki Jeleński i Wspólnicy Law Firm advised the Maspex Wadowice Group on the purchase from IK Investment Partners an Agros Nova Group division specializing in the production of agricultural and food products which is a leading food and drink producer in Central and Easter Europe. The Agros-Nova Group is the largest fruit and vegetable processor in Poland and a leading producer in the food sector holding such brands as Łowicz, Fortuna, Tarczyn, Garden, Pysio, Dr Witt, Krakus, Kotlin, Włocławek, and Fruktus. The Agros-Nova Group members employ nearly 2000 people.
Dubiński Fabrycki Jeleński i Wspólnicy advised the Maspex Wadowice Group at all stages of the transaction, which was one of the largest private equity transactions in Poland last year. The transaction still requires the consent of the President of the Office of Competition and Consumer Protection.
The Dubiński Fabrycki Jeleński i Wspólnicy transaction team was headed by Jarosław Dubiński and included Paweł Kapica, Grzegorz Bocian, and Łukasz Orłowski.
Sales of shares in Adesso S.A. (operating a chain of TextilMarket stores) by the Redan Group and completion of restructuring process of the Group’s debts towards banks and bondholders
Our Law Office advised the Redan Group in the sale of 25,12% of shares in Adesso S.A. (operating a chain of TextilMarket stores) for the price of PLN 35 million to an SPV controlled by 21 Concordia, a private equity fund. In accordance with the terms of the transaction, on the agreed date the purchaser may acquire additional 10,76% of shares in Adesso S.A. for the price of PLN 15 million. Information about details of the transaction was provided by Redan S.A. in its Current Report No. 43/2014 of 5 November 2014.
The sale price received by the Redan Group was allocated in entirety for early repayment of the Group’s liabilities to financial institutions (banks and bondholders) that were parties to a restructuring agreement concluded by the Group on 30 July 2013. Following the above repayment, the restructuring agreement was terminated and thus the restructuring process of the Group’s liabilities to the above entities was completed. We advised the Group both in negotiations to agree on the terms of restructuring the Group’s liabilities, ended with execution of the restructuring agreement, as well as in connection with intended early repayment of debts towards banks and bondholders and related release of certain collaterals established on the Group’s assets. Information about early repayment was provided by Redan S.A. in its Current Report No. 44/2014 of 6 November 2014.
Sale of Audioteka S.A. shares by K2 Internet S.A.
The Law Office assisted a company of K2 Internet S.A. group in the process of sale of 40% shareholding in Audioteka S.A., a company which has been operating in Poland since 2008 and specialises in distribution and production of audiobooks (the service, which is Poland’s biggest audiobook platform, is also available in the Czech Republic, France and Spain).
Consultancy for TFI BGK
The Law Office represented Towarzystwo Funduszy Inwestycyjnych BGK S.A., a company wholly-owned by Bank Gospodarstwa Krajowego, before the Polish Financial Supervision Authority in the proceedings of licencing TFI BGK S.A. to pursue its business operations. Within the above-said project, the Law Office provided Towarzystwo Funduszy Inwestycyjnych BGK S.A. with comprehensive legal assistance which involved consultancy pertaining to formation of an investment fund company, formation of an investment fund (Fundusz Sektora Mieszkań na Wynajem FIZ AN), engagement of external entities to perform the activities connected with the operations of the investment fund company to external entities, as well as preparation of any and all documentation connected with the said proceedings, including but not limited to any external documentation required by laws in force with respect to investment fund companies.
IPO of the shares of Alumetal S.A. on WSE
The Law Office provided legal assistance in the process of public offering of the shares of Alumetal S.A. which debuted on the Warsaw Stock Exchange on 17 July 2014, the offer value was at PLN 293 177 500. The shares of Alumetal S.A. were sold within the said public offering by ABRIS CEE MID MARKET FUND – private equity fund.