These Valuable “Papers”

“In 2007 Ukraine witnessed a further increase in the volume of securities transactions as securities instruments became more sophisticated and, as a result, more attractive for both investors and issuers,” Nazar Chernyavsky, an associate with Sayenko Kharenko, says. “In particular, last year saw the cross-border securitization in Ukraine and the first issue of mortgage bonds. At the same time, the Ukrainian Securities Commission has been actively developing new laws and regulations with a view to making Ukrainian securities even more attractive. In view of this, we expect to see the first issue of Ukrainian non-sovereign securities denominated in foreign currency this year and more structured products on the Ukrainian market,” he adds.

The legal team of Baker & McKenzie received a great deal of re cognition due to remarkable deals supporting related transactions. As a result, Serhiy Chorny, the head of banking and finance and capital markets practice group, appears in the financerelated chapters. The office has shown strong performance in the Eurobond market: it recently acted for UkrSibbank with respect to its USD 200 million three-year Eurobond offering; for Interpipe Limited on the debut issue of USD 200 million LPNs; PrivatBank with respect to an issue of USD 500 million guaranteed notes under Rule 144A; other companies and the City of Kiev, etc. Baker & McKenzie was also involved in a significant and highly valuable transaction - USD 1.5 billion (MTN) Programme for the issue of LPNs for TAS-Kommerzbank, and acted as transaction counsel on Ukrainian law matters on the first international securitisation of a residential mortgage loan portfolio of PrivatBank. IPOs of Kernel Holding S.A, KDD Group N.V. and Ferrexpo Plc were recent equity deals. Serhiy Chorny, Glib Bondar, Vsevolod Volkov, Andriy Nikiforov, Iryna Nurzad and Anna Makedonska are members of the highlyefficient practice group, which handled such transactions.

In 2007 Sayenko Kharenko was involved in the largest debt securities transactions by the Ukrainian state authorities and corporations, advising Citigroup, Credit Suisse, Deutsche Bank and UBS in two Eurobond offerings of external state borrowing of Ukraine for a total value of USD 1.2 billion; Citigroup, Deutsche Bank, UBS and Credit Suisse in the USD 250 million Eurobond issue by the City of Kiev; Credit Suisse on the establishment of a USD 1.5 billion MTN program by TASKommerzbank; UBS on the establishment of a USD 1 billion MTN program by Alfa-Bank; UBS on USD 500 million Rule 144A Eurobond issue by PrivatBank, etc. The firm also handled the first Ukrainian securitization by advising UBS on a USD 180 million residential mortgage-backed securitization by PrivatBank. In terms of equity work, the firm advised Deutsche Bank and Raiffeisen Centrobank AG on a EUR 1.2 billion 144A share offering by Raiffeisen International Bank-Holding AG; ING and Renaissance Capital on a USD 130 million IPO by Kiev Donbass Development Group, Concorde Capital on USD 105 million IPO by TMM and a number of private placements on international stock exchanges. Michael Kharenko, Vladimir Sayenko and Nazar Chernyavsky were named the firm’s leading lawyers for handling debt and equity securities deals.

The team of DLA Piper Ukraine advised on an additional share issue by a Ukrainian beer manufacturer, to the amount of more than USD 50 million. Regarding securities, DLA Piper also acted as legal counsel to the Financial & Investment Energy Holding (F.I.E.H.) Limited with regard to issue of USD 50 million 5% Senior Unsecured Mandatory Convertible Notes due 2012 by GNG Finance. The notes are convertible into shares of GNG Finance or, as the case may be, OJSC Concern Galnaftogaz upon a qualified IPO taking place. Margarita Karpenko, Oleksandr Kurdydyk, as well as Illya Muchnyk and Pavlo Kazymirov have acted extensively in securities projects.

Shevchenko Didkovskiy & Partners regularly represents issuers and borrowers in various securities transactions. Partners Armen Khachaturyan, Iryna Pokanay and Svitlana Poroschuk led the team advising a major international bank on the share issue by its Ukrainian subsidiary and a major international bank on foreign securities’ offerings in Ukraine. The firm represented lead managers Standard Bank Plc and BNP Paribas in the issue of USD 100 million Eurobonds by Bank Pivdennyi and is currently involved in a number of Eurobond projects with other issuers. The firm also advised two major international banks on share incentive programs for employees of their Ukrainian subsidiaries. The firm’s securities experience also includes share acquisition structuring in the acquisition of TAS-Kommerzbank by Swedbank and JSC Bank Prykarpattya by GETIN Holding S. A. with subsequent advice on share capital post-acquisition matters.

Konnov & Sozanovsky advises clients on issues involving the registration and circulation of securities (shares, bonds, bills, mortgage securities, investment certificates, real estate fund certificates), financial instruments (options) and financial institutions. The firm distinguished itself through the development and introduction of securities schemes operating in construction. Work highlights in 2007 include drafting schemes for application of bonds, options and investment funds. Dmitriy Sichkar was named the leading practitioner in this field.

The Kiev office of Beiten Burkhardt has provided comprehensive advice to Ukrainian and international clients on IPO and private placements, securities and equity deals, bonds and derivatives, etc. The firm’s recent experience encompasses advising a venture capital fund on the private placement of shares with respect to investments in agricultural businesses of Ukraine and legal support on listing at the Frankfurt Stock Exchange (with a transaction value of USD 100 million); Concorde Capital for a first primary listing of TMM in Germany; a Ukrainian investment bank on a private placement by two Ukrainian issuers of GDRs and their inclusion for trading on the Frankfurt Stock Exchange, German credit agency on debt/equity financing; legal counsel to a leading Ukrainian bank in a debut Eurobond issue, a Russian group in Germany on a rare primary listing. Marina Tegypko and Dr. Oleg Zagnitko co-chair the securities practice of Beiten Burkhardt in Kiev.

Attorneys and lawyers of Gramatskiy & Partners attorneys at law are perfectly competent in the range of securities turnover and specificity of taxation of operations with securities, starting from emission and primary stock floatation, including purpose debenture bonds within building investment, turnover, buying and selling of securities, ending with exchange law. Igor Reutov and Yuriy Zabiyaka participated directly in the legislative drafting of a project of securities alienation order within executive procedure and collection of tax debts.

In 2007 Volkov & Partners’ lawyers advised Ukrgazbank on the first issue of mortgage bonds in Ukraine (the sum of the issue was USD 10 million), where commercial bank HVB Ukraine has been selected to manage the pool of mortgage bonds. The legal team provided advice on the entire process of issuing mortgage bonds and their registration.

The Lexwell & Partners law firm is especially strong in this practice. In 2007 the firm advised one of the leading Ukrainian developers in relation to a planned IPO of the real estate fund on the AIM of the London Stock Exchange. The team conducted due diligence and advised on shareholding restructuring and property acquisitions. The firm also represented a leading Ukrainian pharmaceutical company in a private placement deal. Andrey Kolupaev and Yuriy Katser are experts in this practice and are involved in related projects.

Vasil Kisil & Partners advise domestic and multinational clients on a wide range of regulatory matters regarding securities issues and circulation in Ukraine, including securities’ and borrowers’ ratings, specific financial instruments used in local residential and commercial construction, etc. Moody’s and Fitch, international rating agencies, are among the firm’s top clients in the securities sector. Available securities services include advice and legal support in share and corporate bonds issues by Ukrainian issuers, as well as international placements (including IPOrelated work). Denis Lysenko and Oleg Alyoshin, partners, as well as Anna Babych and Yulia Kyrpa, associates, are the firm’s recommended professionals in securities.

Okhrimchuk Grushyn Khandurin law firm, which has shown significant expertise in the area of banking and finance, is also involved in internal and external securities deals. In 2007 the firm arranged additional shares issue of CJSC Insurance Company Oranta-Zhyzn and began advising on a Eurobond issue. Roman Greba and Denys Okhrimchuk are recommended.