Regardless of the transaction type (public offering, take-over or de-listing of a public company), the task of a legal advisor is not only to accurately prepare the offering and contractual documentation, but also to guide the client from the beginning of a project until its closing. This includes providing support in negotiations of the mandate of financial advisor, due preparation of transaction's structure and schedule, smooth co-operation with supervisory bodies, the central depository and the stock exchange, as well as settling numerous details in the course of the transaction and after the closing. Even simple "passporting" of securities pursuant to EU Prospectus Directive requires careful planning and execution.
Members of our team have participated in numerous projects of this kind, both smaller and major ones, assuming almost every role a lawyer can assume. We advised, among others, in the IPO of Softbank, PKN Orlen, PKO BP, TVN, AmRest, Pegas, ACE and Libet, many tender offers as well as on buyback programs of TP SA, Impel and ACE. We ran and are running a number of projects related to listing of equities or bonds on the Warsaw NewConnect and Catalyst markets, respectively.
We are among the few Polish law firms willing and able to draft the entire description of the issuer, instead of legal parts of the prospectus only.
As far as debt instruments are concerned, in addition to corporate debt issues (including Marvipol SA and IDM SA), our lawyers advised Polish Ministry of Finance on issuing eurobonds and structured notes as well as banks in connection with municipal financing. In 2008, we supported the City of Warsaw in shaping the structure of the eurobond program and first offering thereunder. In 2009, we advised Warsaw on establishing 4 billion PLN domestic medium term notes program and on all issues under the program, totaling at over PLN 2 billion. We advise European Investment Bank on matters relation to implementation of JESSICA financing structure in a number of Polish regions.
Our lawyers advised on many bond offers introduced into the Polish market on the basis of the EU "passport" as well as have prepared standard documentation for structured debt and derivative instruments for a number of banks.
We are of the few lawyers understanding the back office, i.e. the legal and operational aspects of central depository for securities and of clearing and settlement system.
Jacek Jonak is a member of the Warsaw Stock Exchange's Committee for the Development of the Bond Market.