Some of the Securities Offerings and Transactions that our team has advised on include:
EUR - 400 million
International offering of senior secured bonds issued by Bulgarian Telecommunications Company EAD and listing on the Dublin Stock Exchange. This was a Rule 144A offering to qualified investors from the US. The team’s role was to advise the issuer on the Bulgarian legal aspects of the transaction, acting as local counsel in a team with Clifford Chance – London (we participated in the legal due diligence and preparation of the prospectus, corporate approvals, collateral and advised on the structuring and timing and subsequent obligations).
EUR - 36 million
Offering of convertible bonds issued by Central Cooperative Bank (Bulgaria) and qualifying as Tier 2 capital. The bonds were placed under a rights issue procedure. The transaction involved complex logistics and a critical timeframe in terms of obtaining approval of the transaction from the Bulgarian Central Bank and approval of the prospectus by the Financial Supervision Commission. Our team, acting on behalf of the issuer, consulted on the entire transaction in collaboration with UniCredit Bulbank – Sofia.
USD - 125 million
bonds for participation in a loan issued by a Dutch SPV for the purpose of transferring the proceeds to a Bulgarian bank. Our team advised the Bulgarian bank on the transaction, as well as on the disclosure part of the bond listing prospectus (the bonds are registered on the Irish SE), together with Clifford Chance – London.
IPOs and secondary offerings
Dual listing of one of the leading Bulgarian pharmaceutical companies - Sopharma AD - in Warsaw. Our team advised, acting on behalf of the bookrunners in collaboration with international legal advisor Weil Gotshal & Manges – Warsaw, on the admission and introduction of existing shares of Sopharma to trading on the regulated market (main market) managed by the Warsaw Stock Exchange, combined with a secondary public offering of existing shares in Poland, as well as a limited offering outside the territory of Bulgaria and Poland, exclusively among international institutional investors. Sopharma is the first Bulgarian company listed on the main market of the WSE.
IPOs and secondary offerings
“Transfer” bonds issued by an Irish legal entity linked to bonds convertible into the shares of a Bulgarian corporation: Transalp 1 Securities plc issued its first tranche of €5 million of “transfer” bonds maturing in August 2015, linked to €65 million of 7% secured convertible bonds due 2015 issued by Chimimport AD, through its wholly owned Dutch subsidiary Chimimport Holland B.V. Chimimport AD is the largest Bulgarian holding company operating in various sectors including banking, insurance, pension funds, oil and gas, chemicals, air and water transport. The bonds represent an extremely complex financial instrument intended only for highly experienced and informed investors. Our team acted as Bulgarian advisor to UniCredit – London and UniCredit Bulbank – Sofia and worked together with Clifford Chance – London.
IPOs and secondary offerings
“Transfer” bonds issued by an Irish legal entity linked to bonds convertible into the shares of a Bulgarian corporation: Transalp 1 Securities plc issued its first tranche of €5 million of “transfer” bonds maturing in August 2015, linked to €65 million of 7% secured convertible bonds due 2015 issued by Chimimport AD, through its wholly owned Dutch subsidiary Chimimport Holland B.V. Chimimport AD is the largest Bulgarian holding company operating in various sectors including banking, insurance, pension funds, oil and gas, chemicals, air and water transport. The bonds represent an extremely complex financial instrument intended only for highly experienced and informed investors. Our team acted as Bulgarian advisor to UniCredit – London and UniCredit Bulbank – Sofia and worked together with Clifford Chance – London.
And more...
Unsecured convertible bonds for EUR 70 million, issued by Chimimport Invest AD, a major shareholder in the largest Bulgarian holding Chimimport AD and registered in the international clearing systems Euroclear Bank S.A./N.V. and Clearstream Banking.
€22 million convertible loan with PIT interest executed by a Swiss company (as borrower). This is an interesting and complex transaction involving UK lawyers (Freshfields, drafting the documentation under UK law), Swiss counsel (advising on local laws and drafting the pledge agreements) and Liechtenstein counsel (drafting the pledge agreement on the shares in person in Liechtenstein). Our team advised the major shareholder of the Swiss borrower and is responsible for overseeing the entire process and the proper execution of the conversion objective.
Public offering worth EUR 98.2 million of existing shares of Zarneni Hrani Bulgaria AD and listing of the company on the Bulgarian Stock Exchange;
The issuance of new shares worth EUR 112.5 million, through a rights issue, and the increase in the capital of Chimimport AD;
public offering worth EUR 98.2 million of existing shares of Zarneni Hrani Bulgaria AD and listing of the company on the Bulgarian Stock Exchange;
the rights issue worth EUR 112.5 million and the capital increase of Chimimport AD;
Initial public offering of First Investment Bank for EUR 90 million and listing of the bank on the Bulgarian Stock Exchange, the first Bulgarian combined offering of new and existing shares;
Petrol AD €100,000,000 8.375 per cent. 5-year Eurobonds due 2011, in partnership with the London offices of Clifford Chance and Linklaters;
The first Bulgarian IPO, including a global offering to international investors: the sale to Bulgarian-American Investment Fund of 30% of Bulgarian-American Credit Bank, as local advisor in a team with Clifford Chance, London;