Ukraine brochure (564KB) - DLA Piper REALWORLD

eal estate inUkraine

one teamno bordersThe DLA Piper real estate team in Ukraine offersyou extensive experience of large-scale portfoliotransactions and one-off deals. We representlandlords, tenants, lenders, developers, banks, andother investors that provide capital for real estateprojects. Our goal is to provide commercial andinnovative advice that add value at all stages of theinvestment and development cycles.We have advised on the construction anddevelopment of hotels, shopping centres, andindustrial facilities. An integrated, one-stop-shop forreal estate, we cover areas such as infrastructure,utilities, construction finance, construction insolvenciesand construction insurance arrangements. We alsolitigate on behalf of our clients when necessary.Our Ukraine team is part of one of the largestreal estate teams in the world: a single unit, cuttingacross borders and simplifying projects.02 | Real Estate in Ukraine

Recently, as the Ukrainian economy was goingthrough a downturn, we developed specificallytailored legal products to support our clients indisputable lease issues, real estate restructuringsand divestments.Because we work across a diverse range of sectors,we have a rounded view of the market that addsmore insight to the advice we give you. Each of ourlawyers is committed to the DLA Piper philosophy of‘everything matters’ so that you receive a consistentlyhigh standard of personal service and quality advice.In short, we are one team with no borders, providinga real advantage to you in Ukraine and beyond.A SELECTION OF OURCLIENTS1849 PlcAntonio Merloni (Ardo)Area Property PartnersAtlantic International SASBank Austria CreditanstaltDragon Ukrainian Properties &Development PLCEBRDImmofinanceInditex (Zara)InterContinental Hotels GroupJP MorganLeroy MerlinLouis Dreyfus CommoditiesOBIRegusWarburg Pincuswww.dlapiper.com | 03

INVESTMENTWe support national andinternational investors in theUkrainian real estate market. Aspart of one of the largest real estateteams in the world, we often acton cross border investment projectsand you can rely on us to coordinateyour biggest projects with speedand efficiency.We provide advice on the structuringof real estate acquisitions, includingasset deals, corporate acquisitions,co-investment structures(partnerships, joint ventures, etc.).We conduct legal due diligence andprovide you with full transactionsupport from start to closing,negotiations, and the drafting andreview of all documents necessaryfor a project, obtaining necessaryregulatory approvals, registrations.Our team is experienced in thefull range of investment assets,including shopping centres, hotels,offices, industrial complexes andinfrastructure.TAXWe help property investmentclients to structure their real estateinvestments and create tax-efficientfund structures. Working closelywith our tax group, we designtailor-made tax efficient solutionsfor the acquisition and sale of yourreal estate located in Ukraine andfor the tax structuring of operationalactivities of real estate companies.FINANCEThe structuring of real estateprojects includes financial aspectswhich require substantial legalexpertise. Our real estate andfinance teams jointly advisedevelopers, banks, real estate fundsand other investors on all aspectsof real estate investment anddevelopment financing.The areas we cover include fundingproperty development, structuring,funding investments, hedging andderivative arrangements, loans,mortgages, mortgage-backedsecurities, securitisations, and crossborder real estate financing. Wecan also support you with loan andsecurity documentation, as well asextensive advice on domestic andoffshore borrowing vehicles.REAL ESTATERESTRUCTURINGWe provide informed advice onoptions and strategies available inacquiring and/or managing distressedreal property projects and mortgageloans secured by those propertyprojects. Our team can providefull-scope support for mergers ofreal estate holding companies withcompanies-lenders as a debt pushdownstrategy.We represent your interests withfinancial institutions, investmentfunds, developers and governmentagencies in real estate workouts,foreclosures and bankruptcies.04 | Real Estate in Ukraine

Land Planning andZoningWe can also guide you through theland planning and zoning matterswhich are substantially regulatedby Ukrainian law. In particular,during the legal due diligence ofland and construction we check ifthe zoning of land corresponds tothe characteristics of the real estateproject as well as town-planning anddevelopment requirements.DEVELOPMENTWe regularly advise leadingdevelopers, funders and occupierson all types of development andredevelopment projects such asshopping centres, leisure parks,logistic parks, industrial premisesand office centres.Our team supports you in obtainingrights for land in Ukraine and allthe necessary approvals from theUkrainian state authorities. We playan active part in the planning andcreation of tax efficient structuresand sophisticated financingtechniques for your projects.All aspects of the real estatedevelopment process are covered,from initial acquisition of propertyto the planning and constructionphase, all the way to the finalpresentation to the market.CONSTRUCTIONWe can provide you with legalsupport at all stages of construction.We assist in pre- and post-contractualnegotiations and advise on planningand required authority approvalsand administrative proceedings.Our services also include drafting ofall types of construction agreementsadapting FIDIC contracts to Ukrainianlaw, drafting services and othernecessary agreements supportingconstruction.PROPERTY MANAGEMENT,LEASINGWe help international and localclients to establish and expand theirbusiness presence in Ukraine. Thisincludes the leasing of commercialreal estate and legal assistance in themanagement of the property.WHAT clientS SAYMarina Comninos, LegalAdvisor, Assos Capital, anindependent real estate privateequity firm specializing inSouth-East Europe and Ukraine“DLA’s breadth of knowledge, succinctadvice and commercial approachare unrivalled in the region. The firmboasts a large number of extremelycompetent individuals, which meansthat high quality work is consistentlydelivered across all departments andvarious levels of seniority”.Sergey Drobyshev, Head ofLegal Department, InditexUkraine, part of a well-knownglobal fashion clothes retailer“We have been working withDLA Piper’s team from the very startof our operations in Ukraine. Thisprominent and highly professionalteam provided extensive and highprofile legal support regarding ourset up in Ukraine, including advice oncorporate, commercial, real estate,labour, ip aspects, etc. And now theycontinue to advise us on day-to-daybasis. At all times their support hasbeen excellent and I am glad to workwith them”.www.dlapiper.com | 05

Our team has extensive experiencein drafting lease and subleaseagreements, assisting in negotiatingthe terms of a lease and developingstrategies for dealing with troubledleases. We also revise and terminatelease agreements and draft propertymanagement and service agreements.RETAILWe provide full scope legal supportto retailers entering the Ukrainianmarket, including elaboration ofeffective legal, tax and corporatestructures. Jointly with otherpractice groups of the office weadvise retailers on options forexpansion of their business inUkraine, among them – lease ofbuildings or premises for openingof the stores (drafting andnegotiating pre-lease and leaseagreements), acquisition of land orconstruction projects, franchise,joint ventures with local partners,etc. We also provide adviceon legal issues associated withopening the stores in Ukraine(permits, consumer protection,unilities, service agreements, etc).06 | Real Estate in Italy UkraineREGENERATIONAlthough regeneration is arelatively new issue for Ukraine,we have rapidly developed in-depthknowledge of the area. This meanswe can provide highly effectivelegal services related to urbanregeneration projects and therenewal of dilapidated residentialproperties. These include the fullrange of services we usually providefor development projects (suchas structuring, real estate financeand due diligence). At all times weconsider the Ukrainian legislationgoverning urban regeneration issues.ENVIRONMENTAlReal estate development projectsin Ukraine have to complywith environmental protectionrequirements. We provide you withthorough advice on compliancewith sanitary and protectionzones, allowed pollution levels,consideration of public interests, etc.SELECTED AWARDSDLA Piper became 4th in TOP 60Largest Law Firms of Ukraine(Expert Rating ranking agency, 2010)DLA Piper became 7th in TOP10 Best Law Firms of Ukraine(Expert Rating ranking agency, 2010)Two years in a row DLA PiperUkraine was acknowledged as RealEstate Law Firm of the Yearin Ukraine at the Legal AwardsCeremony by Yuridicheskaya PractikaWeekly (2009 and 2010).DLA Piper Ukraine is ranked in TOP5 Ukrainian law firms for RealEstate (Ukrainian Law Firms, aHandbook for Foreign Clients 2010)DLA Piper Ukraine is traditionallyranked in top tiers for real estateand construction services in Ukraineby Chambers Europe, Legal 500,PLC Which Lawyer, etc.Personally Natalia Kochergina,Partner & Head of Real Estate,DLA Piper Ukraine:■ entered TOP 100 Best Lawyersof Ukraine (Yurydychna GazetaWeekly, 2010)■ entered TOP 5 Ukrainian lawyersfor Land law and Real Estate(Ukrainian Law Firms, a Handbookfor Foreign Clients 2010)■ is recommended for Construction& Real Estate in Ukraine (Who’sWho Legal 2010 and 2011)■ is constantly recommended forConstruction & Real Estate inUkraine (PLC Which Lawyer)

OUR SELECTEDEXPERIENCE IN REALESTATE IN UKRAINEAgribusinessLegal support to LandkomInternational PLC, a Ukrainianproducer of rapeseed oil forbiodiesel production on itsinitial public offering (“IPO”) atthe Alternative Investment Marketof the London Stock Exchange(USD 201 million), including conduct offull scope legal due diligence with aspecial emphasis on agricultural landlease agreements, preparation oflegal opinion on due incorporationand good standing of companiesof Landkom group and validityof land lease agreements, advice onelaboration of the group structureetc. The project was jointlyimplemented with DLA Piper UK LLP.Legal support to a Swedishprivate equity fund with respectto securing of agricultural landplots in Ukraine and consulting onits several IPOs at the First North,including establishment of corporatestructure for investments, conductof full scope legal due diligence(including review of land plotand land share lease agreements),preparation of reliance letter, draftingsections of the prospectus, etc.Full legal support to Louis DreyfusCommodities, a world’s leadingagricultural commoditiescompany on acquisition of agrain elevator in Ukraine, includingconduct of legal due diligence ofthe elevator, advising on structuringthe transaction, drafting transactiondocumentation, etc. (more thanUSD 3 million).Real EstateTransactionsFull legal support to Leroy Merlin,a major international DIYstores chain, on acquisition ofBricolage Ukraine and openingof its first DIY store in Ukraine.Full legal support to Dragon-Ukrainian Properties andDevelopment PLC, an AIMlistedreal estate investmentcompany, on acquisition of aminority interest in the companyowning five retail projects inUkraine, including Sky Mallin Kyiv, City Mall in Zaporizhzhia,Intermall in Simferopol, etc.The transaction became one of thelargest transactions in Ukrainiancommercial real estate marketin 2010; its value amounted toUSD 30 million. Our work includedlegal due diligence of the companiesand their rights to real estatefacilities and land plots, review of theloan agreements, preparation of allnecessary transaction documents(including shareholders agreement,subscription agreement), as well asadvice on obtaining the consentof the Antimonopoly Committeeof Ukraine for concentration.Full legal support to Area PropertyPartners (earlier – Apollo RealEstate Advisors), a leadingAmerican real estate fund inacquisition of land and constructionprojects in several Ukrainian cities(due diligence, development oftransaction structure, preparationof all documentation for thetransaction, negotiations with localauthorities, etc.).www.dlapiper.com | 07

Full legal support to 1849 plc,an international real estateinvestment company, duringacquisition of land and constructionprojects in Poltava, Chernovtsy andother Ukrainian cities.Legal support to a largeinvestment fund in the processof acquisition of property in Kyivcentre (due diligence, transactionsupport, antimonopoly clearance).Legal support to a majorinternational microelectronicscomponents producer on theacquisition of land and constructionof the plant in Western Ukraine(“green field project” forUSD 40 million).Legal support to a major worldmicroelectronics componentsproducer with regard to theacquisition of industrial real estateobject in Ukraine (USD 15 million).Legal support to AtlanticInternational SAS, a world-wideproducer of heating equipment,in acquisition of industrial premisesand a land plot.Full legal support to Immoeast,a leading Austrian investmentfund, in acquisition of stake in alocal development company withreal estate portfolio as well asacquisition of real estate projects indifferent areas such as warehouses,residential estates and more.Full legal support to a majorRussian metallurgical complexwith regard to the acquisition of landand construction of recreationalfacilities in Kyiv and Kharkiv regionsof Ukraine.RetailFull legal support to OBI AG, theleading German Do It Yourself(DIY) retail chain, in entering theUkrainian market and expansion onit. In particular, our work includedadvice on structuring OBI’s presencein Ukraine, advice on regulatoryrequirements, substantial real estateadvice. We also advised its Ukrainiansubsidiary and its JV on a numberof legal issues, in particular onpreparation of lease and pre-leaseagreements for the premises to beused for location of DIY stores inseveral Ukrainian cities, includingdrafting agreements, support atnegotiations with landlords, adviceon specific issues related to leaseand pre-lease agreements.Legal support to Inditex S.A.,one of the world’s biggest clothretailers (TM Zara and other) inentering the Ukrainian market and08 | Real Estate in Ukraine

expansion of its business presencethereon. Our work included adviceon corporate, competition, tax,IP, labour and real estate matters,including lessor title check,negotiations support and revisionof pre-lease and lease agreementsof premises in shopping centres inseveral Ukrainian cities includingKyiv (Dneprovska Pristan) and inOdessa (Riviera Shopping Mall).Legal support to one of the worldbiggest hypermarket chainsin its expansion in the Ukrainianmarket.Conducting a legal due diligenceof one of the largest Ukrainianretail chains for an institutionalinternational investor.LeaseLegal support to Regus, one ofthe world’s largest providersof ready-to-operate offices, onpreparation of a set of standarddocuments to be used in relationswith its tenants in Ukraine (leaseagreements, services agreements,Virtual Office agreements, termsand conditions, rules of procedureetc.). Our work included reviewof standard documentation usedby Regus throughout the world,amending such documentation inorder to meet requirements ofUkrainian law.Advising Regus with regard to reviewand amending lease agreementswith owners (landlords) of severalbusiness centres in Kyiv, advisingon development of legal and taxefficient structure for conclusionof lease and its renewal, title checkof rights of such owners to thebuildings/premises, negotiationssupport (more than USD 1 millionper each agreement).Advising on structuring leaserelations between Ukrainiansubsidiary of a large Greekprivate equity fund and itsUkrainian tenant, preparation ofthe set of lease agreements,negotiations support.Review of standard lease andpre-lease agreements as well asagreements with anchor tenants ofseveral shopping malls in differentUkrainian cities within conduct ofpre-acquisition legal due diligencefor a large real estate investmentfund.Full legal support to Royal Coffeeand Tea Ukraine (Gloria Jeansbrand) in conclusion and terminationof lease agreements for placementof cafes.www.dlapiper.com | 09

ConstructionLegal support to the leading USinvestment fund in adaptation ofUkrainian construction contract toFIDIC requirements.Drafting of a construction contract(FIDIC) for an internationaldevelopment company for thedevelopment of multi-purpose office,retail, and leisure complex in thecentre of Kyiv.Advising a major Germanproducer of constructionmixtures on implementationof FIDIC clauses and drafting ofconstruction contract with respectto construction of the plant inBrovary (Kyiv region).Legal support to Alpine BauGmbH, an Austrian constructioncompany with respect todevelopment and negotiation ofconstruction documentation forconstruction of the Lviv City stadiumin view of the upcoming EURO 2012.Creating and implementing apublic-private partnership betweenSlavutich (Carlsberg Group) andthe City Council of Zaporizhzhya(Ukraine) for the reconstruction of acity stadium.Preparing a tender dossier for theOdessa City Council for theconstruction of the city airport.Drafting of the construction projectmanagement contract for Graal(Tiko Construction) within theEuropean Square reconstructionproject in Kyiv.Legal support to a majormicroelectronics componentsproducer on preparation of the fullset of documentation for constructionof the plant in Western Ukraine,including drafting general constructionagreement, project design contract,investment agreement etc., supportin negotiations with contractors,on-going legal support withinconstruction (“green field project”,USD 40 million).10 | Real Estate in Ukraine

Sea PortsLegal support to a foreign investorregarding establishment of a jointventure and financing constructionof a new coal terminal in Yuzhny SeaTrade Port (City of Odessa).Full legal support to a foreignindustrial group on all aspects ofacquisition of Illichivsk Sea Fish Port(City of Illichivsk), one of the largestsea ports in Ukraine, including legaldue diligence.Conducting legal and tax duediligence of Illichivsk Sea Trade Port(City of Illichivsk) for a world’sleading container shippingcompany.Conducting legal due diligence ofland plots and infrastructure witha purpose of construction of a seaterminal in Crimea for a largeinternational ports operator.Legal support to large internationalports operator with regard to theproject of development and operationof Illichivsk Sea Trade Port (City ofIllichivsk), including representationbefore the Ministry of Transport andCommunication of Ukraine.Legal support to a foreign investorwith regard to structuring its relationswith Ukrainian partner in Kerch SeaTrade Port (City of Kerch), legal duediligence of real estate and land plots,preparing requests to the Ministry ofTransport of Ukraine etc.www.dlapiper.com | 11

About usFrom the quality of our legal advice and business insight to the efficiency of our legal teams,we believe that when it comes to the way we serve and interact with our clients, everythingmatters.DLA Piper is a global law firm with lawyers across Asia-Pacific, Europe, the Middle Eastand the United States.FOR MORE INFORMATIONTo learn more about DLA Piper, visit www.dlapiper.com or contact:Natalia KocherginaPartnerKyivT +380 44 490 95 63F +380 44 490 95 77natalia.kochergina@dlapiper.comIf you have finished with this document, please pass it on to other interested parties or recycle it, thank you.www.dlapiper.comwww.dlapiperrealworld.comDLA Piper is a global law firm operating through various separate and distinct legal entities.Further details of these entities can be found at www.dlapiper.comCopyright © 2011 DLA Piper. All rights reserved. | APR11 | 1673757