Banking Law

Albania

Counseling the following second-tier banks and insurance companies:
- Alpha Bank,
- Emporiki Bank - Albania
- International Commercial Bank, a Malaysian-owned bank
- EFG Eurobank Ergasias
- SIGAL
Counseling Albanian Partner for Micro-Credits, a USAID-funded corporation specializing in micro-finance;
Advising Chemonics Inc. to lend to small and medium-sized enterprises
Advising World Vision, a global initiative on small business micro lending
Advising Vodafone Albania in a 100 million USD financing by IFC and EBRD
Advising Alpha Bank on a 90 million USD financing in Cement industry by IFC and EBRD
Advising the Ministry of Finance on the 126 million USD acquisition of the largest bank, the Savings Bank, by Raiffeisen Bank
Advising the Ministry of Finance in the sale of 39 percent of shares in he state insurance company INSIG
Advising Lockheed Martin in the financing of an air traffic management project
Developed new legislation on (a) secured financing, (b) financial leasing and (c) insurance
Developing new National Accounting Standards
Training credit officers of FEFAD Bank (currently ProCreditBank), on property, secured financing, and enforcement of claims
Advised Matra Systems and Information on financing of an energy project
Training professionals on Money Laundering, under a regional EBRD project to start 2005

Bosnia and Herzegovina

Advised Privatization Agency of BIH – Bank Unit on the actual issues of the privatization of banks in Federation Bosnia and Herzegovina and have prepared the legal opinions for the government that have determined the way of privatization of the largest banks in Bosnia and Herzegovina
Advise The World bank Mission in Bosnia and Herzegovina on different aspects of activities in Bosnia and Herzegovina
Advised the EBRD on:
- two equity investment in banks of Bosnia and Herzegovina
- five loan agreements to banks in Bosnia and Herzegovina
- an equity investment in a BIH company
- advised EBRD on the legal consequences of merger of local banks to actual Unicredit Zagrebacka banka d.d. regarding the existing loan agreements;
Advised EU:

Loan Agreement with Bosnia and Herzegovina

Advised OPEC:

by concluding Agreement for the encouragement and Protection of investment between Bosnia and Herzegovina and The OPEC Fund
on Line of Credit Agreement with UPI bank Sarajevo;

Advised Raiffeisen bank and HVB bank by the acquisition of three local banks in Bosnia and Herzegovina
Advised Raiffeisen bank and HVB bank by the acquisition of three local banks in Bosnia and Herzegovina
Represented HVB in the process of merger of its two banks in Bosnia and Herzegovina
Advised HBB bank and Bosnia bank international on the restructuring of their assets regarding the ownership of real estates
Advised HVB, previously Bank Austria, on immovable property leases, lease terms, site ownership, employment matters, and loan documents
Advised HVB bank on the validity and enforceability of securities and financial documents
Represented most of the local banks in the different procedures by Federal banking Agency

Bulgaria

Privatization of:
- the Bulgarian Post Bank, ranked as the best deal among the top ten foreign investments in 1998,
- Hebrosbank, ranked among the best ten deals for 1999, and
- Bulbank, the biggest privatization to date in Bulgaria.
Performed due diligence on five of the largest Bulgarian banks:

Bulgarian Post Bank
Expressbank
Hebrosbank
Bulbank
United Bulgarian Bank.

Advised on the establishment and licensing of a local branch of ING Bank;
Advised on the incorporation of a local subsidiary of Demirbank, Turkey;
Advised a syndicate of major international banks and financial institutions (including EBRD and Citibank) in connection with the financing of the privatisation of the Bulgarian Telecommunications Company (BTC) (2003-2004);
Advises a banking syndicate, which finances BTC’s operations post-privatization (2005);
Advising on the provision of a syndicated loan by international banks to an international group of companies operating in the oil and gas sector in Bulgaria;
Look after custodian issues for:
- Bank of New York
- Citibank
- JP Morgan Chase
- Northern Trust
- Bank of America
- State Street Bank
- Brown Brothers Harriman,
- Melon Trust.
Corporate secretary for Bulgarian Post Bank and Bulbank;
Advise on various regulatory and internal compliance for local and international banks in respect of their activity in Bulgaria (including for instance on legal implications of Internet based online banking services by Citibank in Bulgaria);
Draft rules and procedures for major local banks such as Board Rules, Credit Rules, Banking Secrecy Procedures, Money Laundering Procedures;
Advised:
- on the rescheduling of the Bulgarian state debt owed to the London Club, the institutional creditor,
- JP Morgan and Salomon Smith Barney as Joint Lead Managers on the global exchange by the Republic of Bulgaria of its Brady bonds for US Dollar-denominated and EURO-denominated bonds and cash (value EURO 2 billion).
Advised Chase Manhattan and Morgan Stanley as the lead managers of the first issue by the Republic of Bulgaria of Eurobonds of aggregate principal amount EURO 250 million;
Advised the Ministry of Finance of the Republic of Bulgaria on derivative transactions under the ISDA Master Agreement with the IBRD and JP Morgan;
Advised on the inaugural issue of Bulgarian Eurobonds, the first major private placement of corporate bonds by a Bulgarian corporation;
Advised on:
- the first lease of a Western aircraft to the Bulgarian national air carrier;
- the financings of motor vessels;
- the financings of Neftochim;
- equity and debt trading in Bulgaria by foreign banks including Citibank.
Advised ENEL on a €580 million project finance transaction involving the modernization of existing power generation units (Maritsa East 3 Project) and on ENEL’s potential interest in the € 1 billion Maritsa East 1 Project involving the construction under project finance terms of a new power generation plant
Advised a consortium of Italian and local banks in respect of the financing (under project finance terms) of the successful bidder in a tender for issuance of a regional license for gas distribution.
Advised AIG, Inc. on the incorporation and/or licensing of their life and general insurance operations in Bulgaria;
Advised Deutsche Structured Finance GmbH on lease agreements for two Boeings 737 with the national flag-carrier (Bulgaria Air) (2004);
Advised Bulbank on the financing of the private acquisition of the largest department store in Bulgaria (TZUM) (2004);

Croatia

DTB advised GTC (member of Kardan Group) in collateralization of a EUR 55 million loan and additional facility of EUR 10 million;
HSBC, JP Morgan and UBS of collateralization of the facility amounts EUR 3,4 billion;
ING Bank regarding the investments of EUR 135 million;
Investkredit in collateralization of loan facilities to local borrowers.

Greece

Advised in strategic sales and partnerships; in particular, the drafting of Share and Purchase Agreements and their negotiations, and the drafting of relevant representations and warranties:

On behalf of the BRITISH POST OFFICE, legal counsels in the relevant bid, negotiations and execution of the agreement for its appointment as a development advisor to the HELLENIC POST OFFICE (ELTA) for the period 1998-2000:
- internal reorganization and modernization of ELTA through EU funding within the context of the operational plan "Post-Office";
Advised in the merger between the COMMERCIAL INSURANCE Company and the HELLINOVRETANIKI LIFE ASSURANCE S.A., which resulted in ALPHA INSURANCE Company;
Advised in the acquisition by HELLENIC BOTTLING COMPANY (3E) of COCA-COLA BEVERAGES Ltd, an anchor bottler of the COCA-COLA Company listed on the London Stock Exchange, and advised in the secondary offering of 3E´s shares on the London and Sydney Stock Exchanges;
Advised in the acquisition by HELLENIC BOTTLING COMPANY (3E) of MOLINO BEVERAGES HOLDING S.A., an international anchor bottler of The Coca-Cola Company;
In 1999, advised in the sale of AGET-HERACLES and HALKIS CEMENT, one of the largest Greek industrial groups specialized in the cement and building materials businesses, by CALCEMENTO to BRITISH CEMENT INDUSTRIES (BCI);
In 2000, advised in the sale of 24,000,000 shares of COSMOTE (one of the three Mobile Telecommunications Companies in Greece) by TELENOR-B-INVEST, simultaneously with the public offering and listing of the shares of COSMOTE on the Athens Stock Exchange;
In 2004, advised in the sale by Christos Rokas and Georgios Rokas of 4,314,335 shares in METAL INDUSTRY OF ARCADIA C. ROKAS, S.A., the largest wind energy company in Greece, to IBERDROLA, S.A.;

Rendered advice in Initial Public Offerings, particularly in the context of privatisation:

In 1992, on behalf of FRANCE TELECOM participated in the first privatisation project of OTE, the Greek public telecommunications operator:
- participated in the negotiations and drafting of the agreements and licenses, and
- o carried out the legal due diligence on OTE and submitted a report to France Telecom.
For the account of the Hellenic Republic, as the sole shareholder in the PUBLIC POWER CORPORATION ("PPC"), and in cooperation with the financial advisors ABN AMRO, NM Rothschild & Sons, Goldman Sachs, Alpha Bank S.A. and National Bank of Greece S.A.:

acted as legal counsel in the public offering and the subsequent listing of PPC on the Athens and London Stock Exchanges in 2000 - 2001, and
conducted the due diligence on the company for the purposes of the LSE listing.

For the account of the Hellenic Republic, as the major shareholder in the PUBLIC POWER CORPORATION ("PPC"), and in cooperation with the financial advisors UBS Warburg, Deutsche Bank AG, Alpha Bank S.A. and National Bank of Greece S.A.:

acted as legal counsel in the secondary combined offering of PPC and the subsequent listing on the Athens and London Stock Exchanges in 2002, and
conducted the due diligence on the company for the purposes of the LSE listing of the new GDRs.

In 1998, advised in the share offering of NATIONAL BANK OF GREECE ("NBG"), owned by the Hellenic Republic, to institutional investors in Greece and abroad;
In 1999, advised in the share offering of NATIONAL BANK OF GREECE ("NBG"), owned by the Hellenic Republic, to institutional and retail investors in Greece and abroad, and in the listing of NBG shares on the New York Stock Exchange.
In June 1999, advised in the listing of ALPHA BANK shares on the London Stock Exchange following a GRD 31.5 bn international offer to investors;
Advised in the EURO 300 million international offer concerning EFG EUROBANK´s shares through the issue of bonds and exchangeable instruments;

Legal counsel in three out of a total of four securitization projects in Greece:

For the account of the Hellenic Republic and the Consignments Depositary Loan Fund (Originator), and in cooperation with the advisors Allen&Overy, NBG Int´l Ltd., Freshfields, acted as legal counsel in connection with the securitisation of the Republic's future receivables from the Consignments Depositary Loan Fund;
For the account of Fitch, Ibca Duff & Phelps and in cooperation with the advisors Allen&Overy, BNP Paribas, Deutsche Bank and Linklaters, acted as legal counsel in connection with the securitisation of part of the Republic’s receivables from the 3rd EC Support Framework;
For the account of Morgan Stanley and in cooperation with the advisors Allen&Overy and Linklaters, acted as legal counsel in connection with the securitisation of the Republic’s receivables from Eurocontrol.

Advise in international exchangeable bond issues:

The EURO 775 million international offer concerning the shares of the National Bank of Greece through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange;
The EURO 300 million international offer concerning the shares of EFG EUROBANK through the issue of bonds and exchangeable instruments and their subsequent listing on the Luxembourg Stock Exchange.
The EURO 481 million international offer concerning the shares of National Telecommunication Organization (OTE) through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange;
The EURO 375 million international offer concerning the shares of Hellenic Petroleum (ELPE) through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange;
The EURO 119 million international offer concerning the shares of Commercial Bank of Greece through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange;
The EURO 1,000 million international offer concerning the shares of the National Telecommunication Organization (OTE) through the issue of exchangeable bonds and their subsequent listing on the Luxembourg Stock Exchange.

Advised in bond issues (pursuant to law 3156/2003) in 2004:

Legal advisors to the Royal Bank of Scotland in the:
- restructuring of the financing of a national TV station,
- the subsequent issuance by the latter of a bond loan of Euro 15,000,000, and
- its private placement to the Royal Bank of Scotland.
Legal advisors to AUTOHELLAS A.T.E.E (Hertz), a Greek listed company, in connection with the issuance of a bond loan of 100,000,000 Euro to various Greek banks;
Legal advisors to FRIGOGLASS S.A, a Greek listed company, in connection with the issuance of a bond loan of 35,000,000 Euro to various Greek banks.

R. Macedonia

The most experienced law office in establishing private banks:
- Eurostandard Bank;
- Pro Credit Bank.
Permanent local counsel of Export and Credit Bank AD Skopje and Makedonska Banka AD Skopje in:

litigation and collection matters;
preparation of loan documents and security,
corporate and shareholders’ issues.

Permanent local counsel of LBIS DOOEL Skopje, first and biggest leasing company in Macedonia.
Advised in share transfers and privatizations of banks:
- advised the EBRD and the IFC in the largest bank acquisition for 45 million Euro - Stopanska Banka AD Skopje;
- advised the Sellers in the sale of the majority stake of Kreditna Banka to Alpha Bank SA from Greece,
- advised the EBRD in the acquisition of shares in Komercijalna Banka AD Skopje,
- advised in the foreclosure procedure against shares issued by Tutunska Banka AD Skopje.
Ad hoc counsel for several foreign banks, such as:

UBS SA Switzerland;
ING Bank N.V. Vienna branch;
Standard Bank London Limited,
Eksportfinans ASA of Oslo.

Regularly advises on financing Macedonian companies:

the EBRD;
the IFC;
the World Bank.

Counsel to the SME Commercial Finance Fund created by USAID and Crimson Capital Fund;
Engaged by Raytheon Aircraft Credit Corporation for a leasing transaction with the Government of Macedonia;
Engaged by Cessna Aircraft Company for a sale transaction with the Government of Macedonia;
Assisted in the creation of the insurance company EUROLINK AD Skopje;
Assisted the biggest pharmaceutical company in Macedonia AD Alkaloid Skopje in a 17.4 million Euro convertible loan transaction with the EBRD and IFC;
Deals with procedures at:

the Central Bank
central securities depository
Securities and Exchange Commission
Ministry of Finance.

Romania

Bank Privatization:
- Counseling on the sale of a controlling shareholding in Banca Comerciala Romana to international financing institutions and of a minority shareholding to the bank’s management and employees;
- Advising with respect to the privatization of Banc Post S.A. pursuant to a two-phase sale-purchase transaction with GE Capital Corporation and Banco Portugues de Investimento.
Bank Acquisition:

Legal adviser to the Romanian-American Enterprise Fund in connection with the acquisition, together with Raiffeisen Zentralbank Oesterreich, of the state shareholding in Banca Agricola S.A;
Assistance to shareholders with respect to the divestiture of their equity participation in Banca Romaneasca in favor of the National Bank of Greece;
Counsel to the Piraeus Bank Group of Greece in relation with the acquisition of 100% of the shares of Pater Bank S.A. from General Electric Finance Corporation,
Assistance to a number of shareholders of Banca Comerciala Ion Tiriac intending to sell their shareholdings, representing in aggregate a majority position, to a strategic investor (project not completed).

Bank Establishment:
Advised throughout the years with respect to the establishment in Romania of:
- ABN Amro Bank (Romania) S.A;
- Raiffeisenbank (Romania) S.A;
- Demirbank (Romania) S.A;
- United Garanti Bank International N.V. Amsterdam – Bucharest branch,
- Volksbank Romania S.A.
Project Finance:
Provided legal assistance to the following:
- the European Union, through the European Commission, on a supplemental loan agreement for the second installment of the EUR 200 million loan agreement granted to Romania;
- MobiFon, the leading GSM mobile telecommunications operator in Romania, in a EUR USD 200 million bond issuance on the Luxembourg market;
- PETROM, the Romanian national oil company, in connection with a EUR 150 million loan facility;
- Erste Bank der Oesterreichischen Sparkassen AG in a EUR 135 million loan to IDAG Immobilienbeteilingung Development Aktiengesellschaft;
- the Japan Bank of International Co-operation in a EUR 100 million financing to the Ministry of Public Works, Transportation and Housing of Romania;
- Purolite International in restructuring its EUR 52 million financial arrangements with General Electric,
- HSBC Bank in a EUR 40 million loan to the National Company Bucharest-Otopeni International Airport;
- Chase Manhattan Bank, as lead lender, to structure and implement a USD 200 million revolving credit line with the state-owned petroleum exporter and importer;
- Alpha Bank on a EURO 50 million loan granted to the Ministry of Public Works, Transportation and Housing of Romania;
- Gazprombank in connection with a financing facility to the Romanian company for gas transportation;
- Credit Suisse First Boston in connection with a USD 150 million syndicated loan to Sidex;
- Nomura’s financing of the Tofan Tire Group;
- HSBC for financing Phase 1 and 2 of the Otopeni Airport development;
- Bank Austria Creditanstalt in connection with a EUR 250 million to Raiffeisen Bank S.A.
Standard documentation
Drafted or fully revised standard credit and collateral agreements as well as credit facility contracts together with associated guarantee agreements for specific transactions to the benefit of:

ABN AMRO Bank;
Citibank,
Raiffeisen;
Piraeus,
Garanti.

Turkey

Acted as legal advisor in syndicated loan transactions to the Agent, Arranger, and Lenders:
- Societe General S.A. USD 100,000,000;
- Kocbank A.S. USD 200,000,000;
- Turkiye Is Bankasi A.S. USD 300,000,000, USD 250,000,000 (to Agent and Banks), and USD 100,000,000 (to Bank);
- Akbank T.A.S. USD 300,000,000 and USD 350,000,000 pre-export finance syndicated loans;
- Turk Dis Ticaret Bankasi A.S. USD 200,000,000 (to Agent and Finance Parties);
- Turkiye Garanti Bankasi A.S. EUR 240,000,000, USD 325,000,000, and EUR 350,000,000.
Acted as legal advisor in capital markets transactions to the Managers:
Turkiye Ekonomi Bankasi A.S. (TEB) offering of 8,000,000,000 shares in units and global depository receipts;
Export Credit Bank of Turkey USD 350,000,000 notes,
Turkiye Halk Bankasi EUR 150,000,000 bearer notes.
Acted as legal advisor in securitization transactions:
- (to the initial purchaser) Turkiye Garanti Bankasi A.S. USD 150,000,000, and (to purchaser) USD 150,000,000 in diversified payment rights securitization;
- (to arranger, facility agent, security agent, and cash administrator) Turkiye Vakiflar Bankasi T.A.D. USD 150,000,000, and securitization of cross border payment rights,
- (to the arranger) Finansbank A.S. USD 150,000,000 trade and diversified payment rights securitization, and Yapi ve Kredi Bankasi A.S.
Advised in M&A transactions on behalf of acquirer:

acquisition of a Credit Lyonnais Turkey branch office by the Turkish subsidiary of a major French bank;
incorporated Citibank A.S. and advised Citibank in the acquisition of its branch office in Turkey;
(major US bank in the acquisition of shares of Turk Ekonomi Bankasi A.S., a publicly traded Turkish bank;
major French bank in the acquisition of a major Belgian bank’s shares in a Turkish bank,
acquisition of shares of Bank Ekspress, a Turkish bank.

Advising on various financings in construction projects:

in the hotel industry – for example, USD 100 million for the Hotel Renovation Project of numerous hotels around Turkey, USD 30 million for the Hyatt Regency, for the Ciragan hotel and Swissotel projects;
in infrastructure development of motorway projects and highways – many multimillion motorway projects; example, approximately USD 104 million construction of the Ankara-Pozanti motorway project; example, USD 140 million construction of Black Sea Coastal Highway;
in infrastructure development of state roads – multimillion state road projects; example, USD 90 million construction of the Bursa Ring Road;

Advised in project finance deals:

for power plant construction and development – for example, in the approximately USD 1.6 billion construction of lignite-fired thermal power plant Elbitsan B, in the USD 942 million Izmit Water Supply Project, in the approximately USD 175 million Doga gas turbine thermoelectric combined cycle TPP, in the Marmara Ereglisi I and II natural gas power plant projects, in many pipeline projects, as well as pumping irrigation, hydro-electric, solar energy, wind power, Windpark, Windfarm, TUPRAS, and environmental protection projects;
for TURKSAT-2A Communication Satellite System, USD 150 million project;
for commercial vehicle manufacturing plants – for example, the USD 105 million such financing.

Advised in multimillion syndicated loan transactions for:
- Turkiye Vakiflar Bankasi;
- Volkswagen Dogus Tuketici Finansmani A.S.;
- Societe General;
- Kocbank A.S. and Koc Holding;
- Turkiye Is Bankasi;
- Akbank T.A.S., Turkiye Garanti Bankasi A.S., and many others.
Advised in capital markets transactions:

for the issuer in the IPO of major Turkish automotive entity;
registered and launched in the Turkish market various Citigroup, Fidelity Investments, and Franklin Templeton foreign funds;
for the sellers, in the equity offering of the first soccer team to go public Galatasaray;
in the debt offerings of Turk Exim Bank, Iktisat Bankasi, Turkiye Halk Bankasi, Ford Otosan, Coca Cola Bottling Company Turkey.

Advised in securitization transactions:

for the Arranger, in the Akbank T.A.S. credit card securitization;
of numerous multimillion diversified payment rights and cross-border payment rights.

Advised in multiple deals with fixed income debt securities issued by the Republic of Turkey;

Athens

Belgrade

Bucharest

Istanbul

Ljubljana

Podgorica

Pristina

Sarajevo

Skopje

Sofija

Tirana

Zagreb