Some of the high profile securities offerings and transactions DTT lawyers have advised on comprise:
- The Pass Through Notes issued by an Irish entity linked to bonds exchangeable for the shares of a Bulgarian corporate: Transalp 1 Securities plc issued its first €5 million tranche of the Pass Through Notes due August 2015 Series 2010-I (the “Notes”) linked to the €65 million 7% secured exchangeable bonds due 2015 issued by Chimimport AD, via its wholly owned Dutch subsidiary Chimimport Holland B.V. Chimimport AD is the largest Bulgarian holding company operating in different sectors, including banking, insurance, pension funds, oil & gas, chemistry, air and water transport. The Notes constitute an extremely complex financial instrument intended only to highly sophisticated and knowledgeable investors. DTT acts as Bulgarian advisor of UniCredit – London and UniCredit Bulbank – Sofia and assists Clifford Chance – London with respect to local issues;
- The €70 million 7% unsecured convertible bonds due 2012 issued by Chimimport Invest AD, the major shareholder of the largest Bulgarian holding company Chimimport AD and registered with the international clearing systems Euroclear Bank S.A./N.V. and Clearstream Banking, societe anonyme. This transaction is special for our firm as it is the first time DTT has been involved in such high-profile transaction without a leading international law firm and DTT was fully responsible for the documentation of the deal. DTT acted as advisor of the issuer and the lead manager UniCredit Bulbank – Sofia;
- The one and only going public transaction in Bulgaria for year 2009: the listing of the BG Agro AD at the Bulgarian Stock Exchange combined with sale of 5,189,967 existing shares by the founders of the company (out of 6,053,616 offer shares), giving a total free-float of 16.23% and market capitalisation estimated at the shares’ offer price of BGN 67.4 million (approx. EUR 34.5 million). BG Agro AD is a holding-type company set up after a corporate restructuring, which is, together with its subsidiaries, is a leader on the Bulgarian market in grains, one of the largest agricultural producers in the country and a leading exporter. DTT has acted as legal counsel to the company with respect of the going public transaction (including some aspects of the preceding corporate restructuring of the group, as well as flexible marketing approaches and placing structures to counter the tough economic conditions and to optimize tax treatment of the transaction);
- the 9% 90,000,000 mandatory convertible preferred non-voting shares of Chimimport AD, which is the largest Bulgarian holding company operating in different sectors, including banking, insurance, pension funds, oil & gas, chemistry, air and water transport. This is the first Bulgarian preferred shares public offering structured as per international standards and practices. In spite of the financial crisis Chimimport AD succeeded to raise more than €100 million. The Lead manager of the offering is UniCredit Bulbank – Sofia;
- the €65 million 7% secured exchangeable bonds due 2015 issued by Chimimport Holland B.V. – a wholly owned Dutch subsidiary of Chimimport AD. The latter is the largest Bulgarian holding company operating in different sectors, including banking, insurance, pension funds, oil & gas, chemistry, air and water transport. Chimimport is the first Bulgarian corporate to issue exchangeable bonds. The structure of the transaction was rather complicated. DT&T acts as advisor of Chimimport. The working party list includes Clifford Chance (London and Amsterdam), Simons & Simons – Amsterdam, Boyanov law firm – Sofia, UniCredit – London, HVB – Munich, UniCredit Bulbank – Sofia;
- the IPO of TechnomarketDomo N.V., the Netherlands (in a team with SKV), a leading consumer electronics wholesale and retail group in Bulgaria and Romania. That is a rather complicated transaction: with a prospectus approved by the Dutch authority and passported in UK and Romania for IPO and listing purposes, and in Bulgaria for listing purposes. That transaction is unique in being the first dual listing and cross-border settlement project in Bulgaria. The working party list includes Clifford Chance (London, Bucharest and Amsterdam), Gibson Dunn – London, ING – London, Raiffiesen Centrobank – Vienna. DT&T/SKV act as local counsel of the investment banks and as a Bulgarian partner of Clifford Chance. (Closing of the transaction was scheduled for end of July 2008, but has been postponed);
- the €98.2 million public offering of existing shares of Zarneni Hrani Bulgaria AD and listing of the company on the Bulgarian Stock Exchange;
- the €112.5 million rights issue and capital increase of Chimimport AD;
- the First Investment Bank’s €90 million IPO and listing on the Bulgarian Stock Exchange, the first Bulgarian combined offering of new and existing shares;
- the Petrol AD €100,000,000 8.375 per cent. 5 years eurobond due 2011, in a team with the London offices of Clifford Chance and Linklaters;
- the first Bulgarian IPO, comprising a global offer to international investors: the Bulgarian American Enterprise Fund’s sale of 30% of the Bulgarian American Credit Bank, as a local counsel in a team with Clifford Chance, London;
- the first Bulgarian project of sponsored GDR listed at the London Stock Exchange (unsuccessful[1]): ordinary shares of the leading fuel distributor in Bulgaria Petrol AD combined with a right issue, as a local counsel in a team with Clifford Chance, London.
[1] That project was cancelled just before the road show and after the preliminary prospectus had been printed.
Track Record
Print This Page
