June 30, 2009

One of the largest Bulgarian public holding companies successfully placed nearly 90 million new 9% 90,000,000 mandatory convertible preferred non-voting shares

In times of crisis, Chimimport’s successful issue may be beaming a signal for reanimating investor interest in Bulgarian equity market. Yet, investors’ interest in the offering is no surprise, as since its listing on the Bulgarian Stock Exchange in 2006 Chimimport has constantly been at the forefront of the stock market in Bulgaria. In addition, the issue was specifically designed around a number of attractive preferences, offering both maximum flexibility and return to the investors in the offered shares (the “New Shares”).

The New Shares combine a couple of parallel preferences. Firstly, each New Share offers a cumulative guaranteed annual dividend of 9% of its issue price of BGN 2.22. Secondly, each New Share provides its holder with a guaranteed liquidation quota to the amount of such New Share’s issue price. Thirdly, the New Shares are mandatorily convertible into ordinary shares of Chimimport at certain stages, while also being unconditionally convertible into ordinary shares at any time at the request of their holders (with conversion ratio being at all times subject to adequate investor-protection adjustments). Because of the extensive preferences they offer, the New Shares are issued as non-voting shares.

UniCredit Bulbank acted as Lead Manager on the transaction, and Central Cooperative Bank acted as the Co-Manager on the transaction.

August 25, 2008

DT&T has counseled a high profile pioneer transaction in Bulgaria: the €65 million 7% seven-year secured exchangeable bonds of Chimimport AD

The second-largest by market capitalization listed company in Bulgaria Chimimport AD sold equity-linked bonds to international investors in a private placement transaction

Chimimport AD (“Chimimport”) is the first Bulgarian corporate to issue exchangeable bonds (the “Bonds”). The Bonds are issued by Chimimport Holland B.V. (the “Issuer”) - a wholly owned Dutch subsidiary of Chimimport and are exchangeable for ordinary shares of Chimimport listed on the Bulgarian Stock Exchange. The Issuer will on-lend the proceeds of the Bonds to Chimimport which intends to use the net proceeds for financing expansion through strategic acquisitions and for general corporate purposes. The equity-linked bonds provide Chimimport with access to the European capital markets and the expansion of its existing investor base. The transaction also aims to provide flexibility and diversity to Chimimport’s funding mix on terms preferential to those proposed by other financing alternatives.

UniCredit Market & Investment Banking (Bayerische Hypo- und Vereinsbank) acts as Sole Bookrunner on the transaction. The working party list also includes Clifford Chance (London and Amsterdam), Simons & Simons - Amsterdam, Boyanov law firm - Sofia, UniCredit Bulbank - Sofia.

The large-scale Bulgarian holding Chimimport operates in different sectors, including banking, insurance, pension funds, oil & gas, chemistry, air and water transport. Chimimport is listed on the Bulgaria Stock Exchange since October 2006 (6C4 BU).

April 11, 2008

DT&T, in a team with United Bulgarian Bank, advise Railroad Infrastructure AD on disclosure and other securities law matters related to its initial public offering and listing

New major business will be listed soon on the Bulgarian Stock Exchange - the Bulgarian regulator has approved the prospectus of Railroad Infrastructure AD (the “Issuer”) and its initial public offering is forthcoming. Though the value of the offering is not significant (€14 million), it is worthwhile noting that the current market conditions in Bulgaria are not favorable and a number of IPOs have been recently cancelled.

January 7, 2008

DT&T counselled the merger of 8 grain business companies resulting in formation of Zarneni Hrani Bulgaria AD and the latter’s € 98.2 million offering of existing shares

November 1, 2007

DT&T has acted as legal advisor to the issuer Chimimport and the investment bank UniCredit Bulbank in the biggest Bulgarian public offering of shares.

Not surprisingly, the offering of new shares from the capital increase of Chimimport attracted huge interest from local and foreign investors. The offer price per share was BGN 11 thus presenting a significant discount from the current market price of BGN 16-17 for deals executed on the Bulgarian Stock Exchange. Just a year ago in the Chimimport IPO the price per share was only BGN 4.

October 4, 2007

In a team with the investment firm Bulbrokers DT&T advised the mandatory tender offer of KBC Insurance, Belgium for the outside shares of the Bulgarian insurer DZI.

May 29, 2007

DT&T has acted as First Investment Bank’s counsel on its EUR 90 million IPO - the biggest and the first Bulgarian combined offering of new and existing shares. Also, DT&T has provided advice on some aspects related to the EUR 31.7 million IPO of Kaolin

Early summer has been rather hot for Bulgarian equity market: 2 banks and a mining company went public attracting huge interest from local and international investors: the EUR 90 million IPO of First Investment Bank was oversubscribed 6 times and the IPO of Kaolin nearly 3 times.

In the First Investment Bank’s offering, which has been organized and managed by the leading Bulgarian broker/dealer First Financial Brokerage House, 16.5 million shares of the Bank have been allocated to more than 3 300 investors. Foreign investors have acquired 52% of the offer shares and 67% of the Bank shares have been acquired by institutional investors. In the EUR 31.7 million IPO of Kaolin, with lead manager UniCredit Bulbank, foreign investors have acquired 53% of the shares and, respectively, 82 % of the shares have been acquired by institutional investors.

The Eurobank EFG Holding’s tender offer for the outside shares of DZI Bank, counseled by DT&T, successfully ended

February 14, 2007

With the Eurobank EFG’s acquisition of DZI Bank commenced the formation of a new mega Bulgarian bank.

In accordance with the acquisition agreement of September 2006 for the controlling stake in DZI Bank, a public company listed on the Bulgarian Stock Exchange, in December Eurobank EFG Holding, a Luxembourg joint-stock company and a subsidiary of EFG Eurobank Ergasias S.A, Greece, acquired control and further succeeding in purchasing more than 90% of the voting shares of DZI Bank. As required by the applicable Bulgarian laws and regulations, the Eurobank EFG Holding filed at the Bulgarian Financial Supervision Commission a tender offer addressed to the remaining shareholders of DZI Bank to purchase their shares. The tender offer was approved by the FSC in the beginning of January 2007.

January 20, 2007

The balance shows that DT&T has counselled nearly half of the Bulgarian capital market projects in 2006.

In 2006 DT&T lawyers have advised 5 of the 12 Bulgarian IPOsa, including the 2 biggest and most prestigious projects: the public offers of Chimimport AD and the Bulgarian American Credit Bank, the later comprises a global offer as well. The firm has also counseled the Eurobond of Petrol AD in London plus 5 more local bond issues.

In the collective investment segment DT&T accounts for 10 of the 22 REITs and public SPVs for securitization of receivables licensed in 2006, for 12 of contractual funds under UCITs Directive of the 30 funds established in 2006 and for 3 of all 10 management companies licensed in 2006. DT&T has also advised the distribution of 2 Hungarian (OTP investment funds) in Bulgaria.

No new investment intermediaries (B/Ds) have been licensed in 2006; however, DT&T has assisted a dozen of the operating B/Ds in the process of updating their rules and procedures, and commercial documents (buy and sell orders, declarations from clients, etc.).

December 30, 2006

The significantly increased assets and business broadened after a successful merger enhanced the position of the Bulgarian principal river cargo company in the coming 2007

The Bulgarian River Shipping Company AD (the “River Carrier”), established in 1935, is the national cargo river company accounting for approximately a quarter of all Danube cargoes from and toward Bulgaria and is one of the most respected shipowners along the Danube river.

October 27, 2006

The leading fuel distributor in Bulgaria Petrol AD successfully closed euro 100 million 8.375 per cent. Guaranteed Notes transaction

After Mobiltel AD and Kremikovtsi AD, Petrol AD is the third big Bulgarian non-financial company that has issued debt at the international market. The transaction team includes the London offices of Clifford Chance and Linklaters, ING London as lead manager of the issue and the Bank of New York as a trustee and principal paying and transfer agent.

The Notes have been purchased mostly by investors from UK, Germany, Asia and Switzerland (hedge funds, management companies and others). The issue has been admitted to the UK Listing Authority Official List and application has been made to the London Stock Exchange for the Notes to be admitted to trading. The Notes has been rated B- by Fitch, B- by S&P and B3 by Moody’s.

The distribution of 2 foreign investment funds in Bulgaria, advised by DT&T, is approved by the Financial Supervision Commission

October 06, 2006

Two investment funds managed by OTP Fund Management, Hungary, shall be distributed in Bulgaria via DSK Bank branch network

The Bulgarian Financial Supervision Commission has approved the prospectuses for public offering in Bulgaria of the units of two Hungarian investment funds: OTP International Equity – UBS Fund of Funds and OTP Central European Equity Fund.

The Funds are managed by OTP Fund Management Ltd. (“OTPFM”), the OTP Group’s investment unit and biggest investment fund manager in Hungary with around 40% share in the Hungarian investment fund market. At the end of 2005 OTPFM had assets under management in investment funds worth euro 2 billion and in pension funds euro 1.4 billion. The equity of OTPFM on 31 December 2005 was euro 22.6 million.

September 25, 2006

Huge investors’ interest in Chimimport’s shares offered in the biggest local IPO ever happened

Successfully finalized is the initial public offering of 11,083,914 new shares in Chimimport AD, the largest Bulgarian holding company operating in different sectors, including banking, insurance, pension funds, oil & gas, chemistry, air and water transport.

The issuer received nearly BGN 44.3 million (approx. EUR 22.7 million) proceeds from the IPO (BGN 4 offer price, BGN 1 nominal per share). Leading financial institutions and investment funds from Central and East Europe and Scandinavian countries, Bulgarian banks and institutional investors, as well as a great number individuals participated in the IPO.

August 11, 2006

The BGN 45 million IPO prospectus of Chimimport AD, advised by DT&T, has been approved by the Bulgarian Financial Supervision Commission.

One of the biggest Bulgarian holding companies Chimimport shall increase its capital from BGN 118.9 to 130 million offering the new shares to the public (BGN 4 subscription price vs. BGN 1 nominal value of a share). The 98% major shareholder Chimimport Invest shall not subscribe new shares and thus the expectations are after the IPO the free float of Chimimport AD to reach 8-9%. According to Mr. A. Kerezov, Deputy Chairman of the Management Board of the company, the intention of the major shareholder is in the coming months to sell more shares at the Bulgarian Stock Exchange, so the free float to increase up to 25%.

June 28, 2006

DT&T has been appointed by HVB Biochim Sofia and TBI Invest to assist them in structuring and implementing the pioneer asset-backed securities issue in Bulgaria.

April 26, 2006

Dozens of contractual funds, management companies, brokerage houses, REITs, securitization SPVs, IPOs, rights issues, debt securities offerings and tender offers account for DT&T lawyers success story.

DT&T celebrated 5 years from the launch of the firm. The balance shows that in the 5 years activity period DT&T not only gained the biggest market share in the Bulgarian capital market legal services segment, but the firm also pioneered in implementing the dynamically evolving securities law in different areas: the first IPO, rights issue, investment company, mutual fund, REIT, privatization via stock exchange have been counseled by DT&T lawyers.

April 4, 2006

With the joint efforts of DT&T, Clifford Chance, CA IB and HVB Bank Biochim the IPO the Bulgarian American Credit Bank become the first Bulgarian IPO accomplished under the international standards.

The initial public offering of 3,746,919 shares in Bulgarian American Credit Bank AD (the “IPO”, respectively the "BACB" or the "Bank"), finished successfully at a price of BGN 29 (approx. EUR 14.83) per share (the “Offer Price”).

The selling shareholder Bulgarian-American Enterprise Fund (“BAEF”) received nearly BGN 109 million (approx. EUR 56 million) proceeds from the IPO. Bulgarian investors managed to buy 15% of the securities. The remainder went to international institutional investors. The offering attracted huge interest, with subscriptions exceeding 13 million shares.

28 March, 2006

In a team with Clifford Chance, Linklaters and ING, DT&T counsels the proposed debut Eurobond of Petrol AD (B+), the leading fuel retailer in Bulgaria.

DT&T is appointed to act as Bulgarian legal counsel for the 125 million five-year Reg S Eurobond of Petrol AD (“Petrol”). ING is mandated as a sole bookrunner and manager for the Petrol Eurobond. Legal advisor to Petrol as to English law is Clifford Chance, London, and ING is counselled by Linklaters, London.

January 18, 2006

Together with Clifford Chance DT&T counsels the IPO of one of the best Bulgarian banks - the Bulgarian American Credit Bank.

DT&T is appointed to act as Bulgarian legal counsel for the IPO of the Bulgarian American Credit Bank (“BACB” or the “Bank”). Legal advisor to BACB as to English law is Clifford Chance, London. Joint lead managers are CA IB Corporate Finance Limited, London and HVB Bank Biochim, Sofia.

The BACB has been named as the most efficient bank in Bulgaria in the last few years (based on the financial statements of the Bulgarian banks published by the Bulgarian National Bank). The Bank was awarded by Finance Central Europe as the most profitable Bulgarian bank by ROA and ROE for 2004. The complex BACB’s rating under CAMELS as of 30 April 2005 is 1/121112.

December 30, 2005

New favourable for Funds industry tax regime has been adopted by the Bulgarian Parliament. DT&T partners have participated in drafting the new provisions.

In December 2005 very important for the Funds industry taxation rules were promulgated in State Gazette. These rules come into effect as of 1 January 2006. Under the new tax regime all public funds and the investors will benefit from more equalized and in some aspects preferential tax treatment. The new tax provisions aim, at one hand, to provide neutral taxation in accordance with the nature of funds as a collective investment; on the other hand the government wishes to support further the positive trends and the development of the Bulgarian capital market.