Kyiv, Warsaw, Amsterdam, 28 August 2006 – LAWFUEL – Law News Network – Baker & McKenzie has acted as transaction counsel in an IPO and private placement for Astarta Holdings N.V., the Dutch holding company of a leading Ukrainian sugar company. This pioneering transaction used the EU prospectus requirements to help raise development finance for a Ukrainian (non-EU) business from the Polish (EU) capital markets. Lawyers from three different offices advised on four legal systems in five different languages. The transactions raised PLN 95 million (approximately EUR 25 million).
Shares in Astarta Holding N.V. debuted on the Warsaw Stock Exchange following a successful equity offering consisting of a public offering in Poland and private placement directed to selected institutional investors in European jurisdictions.
The transaction created a tax efficient group structure involving a Dutch company holding a Ukrainian operating company through an intermediary Cypriot company. The prospectus was prepared by three Baker & McKenzie offices (Kyiv, Amsterdam and Warsaw) and approved by the Netherlands Authority for Financial Markets (AFM), then passported into Poland using the EU prospectus regulations. The international journey ended in Poland where Astarta carried out its public offering and is now listed on the Warsaw Stock Exchange.
The initial public offering of one of the biggest Ukrainian sugar companies shows how uniting Europe can generate better business opportunities. The company used the tax efficient legal environment of Cyprus to assume a business-friendly corporate form of a Dutch holding company to get access to the Polish financial markets in order to raise funds to be used in developing its Ukrainian business.
Astarta is one of the biggest and the fastest developing sugar companies in Ukraine. It is a vertically integrated company that produces sugar from sugar beets grown on its own land.
This offering, in which ING Securities S.A. acted as the listing agent, and ING Bank N.V. acted as the global coordinator and bookrunner, was a pioneering transaction for the Central European capital markets and shows how even non-EU businesses can benefit from the single capital market opportunities created by the European Union.
Maarten van Luyn of the Amsterdam office of Baker & McKenzie commented: “This was a textbook example of three Baker & McKenzie offices working side by side to help the ‘next EU frontier’ companies from just outside the EU gain access to EU capital markets, giving them a competitive edge in their own country.” Konrad Konarski of the Warsaw office observed: “We were able to engage lawyers from three different offices in providing legal advice on four legal systems in five different languages.” James Hitch of the Kyiv office added: “Baker & McKenzie’s strong local knowledge enabled us to deliver this multi-jurisdictional IPO. The blurring boundaries of European capital markets anticipate the emergence of a ‘greater Europe’ in which such profitable multijurisdictional transactions occur.”
The Baker & McKenzie team included James Hitch and Mykola Stetsenko in Kyiv, Boris van Beek and Maarten van Luyn in Amsterdam and Konrad Konarski and Ewa Bober in Warsaw.