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Insights June 2024

Lifting financial assistance prohibition in Slovakia by allowing whitewash procedure

Effective 1 March 2024, financial assistance, i.e., the so-called whitewash procedure, is allowed for joint-stock companies, subject to certain conditions. Previously, such financial assistance was completely prohibited for joint-stock companies. No other types of companies in Slovakia were subject to this limitation. 1. What is the whitewash procedure? Financial assistance is defined as granting advance payments, loans or credits by a target company for the purpose of acquiring its shares and granting security by such company for this purpose. The financial assistance rules apply also for establishment of pledge over the company’s own shares as well as for acquiring, subscribing or establishing a pledge

Deals June 2024

Kinstellar advises ING Bank on a new EUR 150 million senior facility granted to Romanian telecommunications service provider DIGI Romania

Kinstellar, together with Linklaters LLP, has successfully advised ING Bank N.V. on a EUR 150 million senior facility agreement granted to DIGI Romania, the leading Romania-based paid television and telecommunications provider (and part of Dutch-registered Digi Communications N.V.). The term loan has a maturity of three years and will be used for the refinancing of the EUR 450 million senior guaranteed bonds issued by DIGI Romania, which are due in 2025. ING Bank N.V. acted as arranger and original lender, with ING Bank N.V. London Branch acting as facility agent. Kinstellar’s office in Romania has advised on various iterations of this transaction since 2016 and has thus been thoroughly involved in preparing

Deals May 2024

Kinstellar, together with Rymarz Zdort Maruta, advises SMYK Group on the amendment and extension of its financing

Kinstellar has successfully advised SMYK Group and its Romanian subsidiary, SMYK All For Kids, on all Romanian law aspects concerning the amendment and extension of its group financing. The financing transaction involved an extremely tight timeline and required seamless alignment, as it was conducted simultaneously with Bridgepoint’s sale of shares in Smyk Group to Accession Capital Partners (ACP). Kinstellar was previously selected by SMYK Group as its local advisor on various iterations of this financing, and also advised Bridgepoint on the local law aspects of Smyk’s acquisition in 2016. Smyk, established in 1952, is an iconic brand and Poland’s largest chain of stores selling toys, clothing for children

Deals May 2024

Kinstellar advises BIG Mega Renewable Energy on a EUR 92 million financing with EBRD and OTP Bank for the construction and operation of the Urleasca wind farm in Romania

Kinstellar has successfully advised leading developer BIG Mega Renewable Energy on a EUR 92 million financing agreement with the European Bank for Reconstruction and Development and OTP Bank to build and operate the 102 MW Urleasca wind farm in Brăila county, Romania. The milestone project marks BIG Mega Renewable Energy’s first renewable investment in Romania, with the signing of the financing agreement highlighted as a crucial milestone for the company’s expansion strategy in Romania and the Balkans. The Urleasca wind farm is expected to make a significant contribution to Romania’s renewable energy goals, with generation capacity of 292 GWh per year. The financial closing is expected mid-2024. Kinstellar’s

News March 2024

Kinstellar announces new promotions to Counsel

February 2024 – Kinstellar is delighted to announce the promotions to Counsel of: Yerlan Akhmetov, Kuanysh Shekerbekov (Almaty, Kazakhstan), Cătălin Dinu, Cătălin Graure (Bucharest, Romania), Barnabás Sági (Budapest, Hungary), Yulia Eismont, Maksym Tesliar (Kyiv, Ukraine), Michal Forýtek (Prague, Czech Republic),  Andrijana Kaštelan, Vedran Kopilović, Marija Vuchetich (Zagreb, Croatia). ALMATY Yerlan Akhmetov focuses on banking and finance, M&A and capital markets matters. Having been with the Firm for nine years, Yerlan has earned a reputation for cultivating strong client relationships, demonstrating leadership qualities and making significant contributions to our firm's success. He has played a key role

News February 2024

Kinstellar reinforces its capabilities in Uzbekistan with the appointment of Kamilla Khamraeva as Counsel

Kinstellar is delighted to announce that Kamilla Khamraeva has joined the firm’s Tashkent office as Counsel. Kamilla focuses on Banking & Finance and the Energy and Infrastructure sectors. Kamilla is an experienced lawyer with a strong track record implementing some of the major and most sophisticated projects in Uzbekistan in recent years. She has also been involved in regional initiatives overseeing mandates in Turkmenistan, collaborating with local firms/lawyers on the ground. During her legal career she has advised the IFC, ADB, EBRD, Intesa Sanpaolo, Unicredit, Credit Suisse, MUFG, SACE and others in various transactions. Kamilla often works closely with lenders on structuring bespoke transactions to

Insights February 2024

A year in review: A brief analysis of the Serbian banking sector in 2023

As of the close of 2022, Serbia's banking sector faced challenges amid global economic conditions. The year 2023 brought its distinct set of obstacles, with a noteworthy slowdown in global inflation compared to the last quarter of 2022. However, the undeniable focal point is the war in Ukraine, triggering a faster inflationary spiral due to increased energy and food prices. Key mergers and acquisitions In 2020, Komercijalna Banka, the largest state-owned Serbian bank, was acquired by Slovenian NLB Banka, leading to the merger of NLB Banka and Komercijalna Banka into NLB Komercijalna Banka. Vojvodjanska Banka was acquired by Hungarian OTP Bank, followed by OTP Bank's acquisition of Societe Generale Bank. In 2021

Deals January 2024

Kinstellar’s Kazakhstan office advises Kaspi.kz on historic NASDAQ IPO

Kinstellar's Kazakhstan office, a prominent legal advisor in the region, played a crucial role in guiding Kaspi.kz, a leading financial technology company headquartered in Kazakhstan, through its successful upsized U.S. Initial Public Offering (IPO) on January 23, 2024. The offering, featuring the sale of 11,300,000 American depositary shares (ADSs), raised an impressive USD 1.04 billion. This significant achievement builds upon previous successes in 2020, when the Kinstellar team acted as the Kazakhstan legal counsel involved in the simultaneous Kazakhstan and London dual offering/listing of Kaspi.kz. Kaspi.kz, originally established as a bank in 2008, has evolved into a fintech powerhouse, providing a comprehensive

Deals January 2024

Kinstellar, together with Linklaters, advises a consortium of lenders on a EUR 800 million financing agreement with AmRest

Kinstellar has recently advised a consortium of lenders on the Romanian, Czech and Hungarian legal aspects of a EUR 800 million financing agreement with fast-food operator AmRest. Led by Banco Santander, S.A. as agent, the group of lenders includes Bank Polska Kasa Opieki S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Česká spořitelna, a. s., ING Bank Śląski S.A., Banco Bilbao Vizcaya Argentaria, S. A., Banco Santander, S.A., Banco Santander (Poland), BNP Paribas (Poland), and Rabobank.  AmRest is one of the leading publicly listed restaurant operators in Europe, with a portfolio of recognisable brands in 25 countries. The company operates restaurants under franchise brands such as KFC, Starbucks, Pizza

Insights October 2023

Legal aspects of the use of sustainable finance instruments in Bulgaria

The Banking, Finance and Capital Markets team in our Sofia office carried out a training session on the legal aspects of the use of sustainable finance instruments with a focus on green loans, social loans and sustainability-linked loans. The variety of ESG financing instruments allows for some flexibility in the choice of targets and KPIs; still ESG loans should follow the clearly established sustainable finance principles to avoid the risk of declassification or greenwashing claims. In addition to contributing to sustainability goals, these instruments have a wide range of advantages, including economic and reputational benefits. As they are becoming increasingly popular, we will continue monitoring the legal and regulatory

Insights September 2023

Non-Bank Lending in Serbia

According to Article 5 of the Serbian Banking Act (Zakon o bankama), no person other than a bank licensed in Serbia may engage in the granting of loans unless authorised by law. One Serbian law that does allow foreign banks (i.e., banks not established and licensed in Serbia) to provide cross-border loans to Serbian entities is the Serbian Foreign Exchange Act (Zakon o deviznom poslovanju). In particular, Article 18(7) of the Foreign Exchange Act expressly allows Serbian entities to borrow cross-border from foreign banks, which are not required to obtain a banking licence in Serbia for this purpose. Corporate finance Bearing in mind that raising capital on the capital markets through the issuance of bonds and

Deals August 2023

Kinstellar advises on EUR 2 billion long-term financing for the BENTELER Group

Kinstellar acted as the Czech counsel for the initial purchasers and lenders in connection with the debut offering by BENTELER International AG of two senior secured high-yield bonds due in 2028 with volumes of EUR 525 million and USD 500 million, together with the provision of a EUR 810 million syndicated term loan and a EUR 250 million revolving credit facility. The proceeds from the bond and the term loan will be used to fully refinance the existing restructuring indebtedness of the BENTELER Group. Headquartered in Salzburg, Austria, BENTELER Group is a global business dedicated to the conception and production of intricately crafted, customised components and modules tailored for the worldwide automotive sector, encompassing