Monday 29 April 2013

Accumulated Dividend

Dividend due but are not paid. It results from dividends that are carried forward from previous periods. Shareholders of this type of dividend receive their dividends first. It is recorded as a liability until paid

Crisis Scares Away Investors

Although Poland still ranks high internationally in terms of investment appeal, foreign direct investment (FDI) in the country has nose-dived.

In the next three years, Poland will be the second most attractive country for investment in Europe after Germany, according to the 2012 European Attractiveness Survey report by consulting firm Ernst & Young. Another consulting firm, Deloitte, ranks Poland 14th worldwide and second, after Germany, in Europe in its 2013 Global Manufacturing Competitiveness Index report. Despite these good scores, the actual level of investor interest, measured with the value of capital invested in Poland, is discouraging.

According to the United Nations Conference on Trade and Development (UNCTAD), FDI in Poland in 2012 amounted to only $4.1 billion, 78 percent less than a year earlier. The Czech Republic and even crisis-stricken Portugal attracted more investment than Poland.

The only consolation is that Poland was not the only country that recorded a major slide in FDI last year. The UNCTAD report shows that investment worldwide fell by 18 percent, to $1.3 trillion, a level comparable to that noted in 2009. FDI inflows to developed countries declined drastically to levels from 10 years earlier.

Most European Union countries recorded significant declines, by $150 billion in total. In the United States, investment was $80 billion lower. Germany recorded a giant drop of 96.8 percent, from $40.4 billion to $1.3 billion. Austria, Belgium, Denmark, Italy, Luxembourg, Spain, Sweden and Switzerland also recorded steep declines. On the other hand, the Czech Republic performed unexpectedly well and outpaced Poland last year, for the third time in history, in terms of FDI inflows ($10 billion, an increase of 84.3 percent). The Czechs say this was due to the introduction of attractive incentives for investors.

The global decline in FDI was primarily brought about by a reduced level of mergers and acquisitions, which fell by 41 percent in 2012, to their lowest level since 2009. In developed countries, the drop was 37 percent, with 32.4 percent for Europe and 30.5 percent for the European Union. In Poland, mergers and acquisitions were worth only 832 million euros in 2012, 91.7 percent less than in 2011.

The drastic decline in FDI inflows in Poland would be worrying if it concerned real investment, UNCTAD says. According to officials at the Polish Information and Foreign Investment Agency (PAIiIZ), which works to attract foreign investment to Poland, the UNCTAD data is far-fetched. This view is shared by Prof. Zbigniew Zimny, a UN expert on foreign investment, who says that Poland’s 2012 FDI performance is underestimated. Had it not been for the so-called capital in transit, Poland’s FDI figure would stand at around $12 billion, Zimny says.

Meanwhile, according to preliminary figures from the National Bank of Poland, the country’s central bank, foreign direct investment in Poland declined from 13.6 billion euros in 2011 to just 2.9 billion euros in 2012.

The Polish Information and Foreign Investment Agency says that, in an attempt to avoid confusion, it will change its own method for calculating FDI. PAIiIZ head Sławomir Majman says the new method will only take into account money that foreign companies actually spend on building and equipping factories as well as on hiring workers and renting offices. Previously the agency’s FDI statistics were exclusively based on investors’ declarations.

Regardless of how the value of investment is calculated, the truth is that the crisis has significantly reduced the investment plans of many companies. This means that countries must do more to attract new large investment projects. No competitive advantage lasts forever. Until recently, the Polish success story was largely based on low labor costs. Now this is no longer enough. Optimistically, during the latest global economic crisis, Poland has strengthened its position not only in Central and Eastern Europe but across the continent. The overall assessment of Poland’s investment climate by foreign companies is high. Almost half the foreign companies surveyed by PAIiIZ said the investment climate in Poland is good or very good these days. Skilled workers, an attractive job market, easy access to raw materials and political stability are among Poland’s main selling points.

In recent years, one of the factors adding to Poland’s investment attractiveness was tax reductions and exemptions for those investing in special economic zones (SEZs). There are 14 such zones across Poland, but their future is uncertain because they are only allowed to operate until 2020 under existing regulations. This discourages potential investors from carrying out new projects. Both SEZ officials and foreign investors expect the government will extend the life of the zones at least until 2026. Investors also expect changes in the law to improve the conditions of doing business in the zones. The Ministry of the Economy has announced a plan to amend the law on special economic zones in order to give investors more room for maneuver in hiring workers but also to prevent them from withdrawing from the SEZs ahead of schedule without having to return the state aid they received.

Kulczyk Oil Ventures To Acquire Winstar Resources

CALGARY, ALBERTA--(Marketwired - April 25, 2013) - Kulczyk Oil Ventures Inc. (WARSAW:KOV) ("KOV"), an international upstream oil and gas exploration and production company, is pleased to announce that it has entered into an agreement (the "Arrangement Agreement") with Winstar Resources Ltd. ("Winstar") pursuant to which KOV will acquire all of the issued and outstanding shares of Winstar (the "Acquisition").
The combination of Warsaw-listed KOV with Winstar will have 4,760 barrels of oil equivalent per day(1) ("boe/d") of production in Tunisia and Ukraine and an attractive exploration portfolio in Brunei and Romania.
Acquisition Highlights and Rationale
  • Under the terms of the Acquisition, Winstar shareholders will be entitled to receive 7.555 shares of KOV or C$2.50 in cash, subject to a maximum of C$35 million in cash;
  • The Acquisition values the entire issued and to be issued share capital of Winstar at approximately C$112 million2;
  • As a condition of the Acquisition, KOV will apply to list its shares on the Toronto Stock Exchange ("TSX"), undertake a 10:1 share consolidation and be renamed Serinus Energy Inc.;
  • The Company will continue to be listed on the Warsaw Stock Exchange ("WSE");
  • Upon closing, Bruce Libin and Evgenij Iorich, current directors of Winstar, will join the KOV board as non-executive directors;
  • The Acquisition represents a material increase in KOV's reserves and production, acquiring 11.2 million barrels of oil equivalent ("MMboe") of working interest 2P reserves and approximately 1,660 boe/d of current net production1;
  • The Acquisition provides the ability for KOV to leverage its proven operational expertise to materially increase production, reserves and cash flow from Winstar's assets;
  • The Acquisition is anticipated to result in a company with:
    • 13 licences across five countries, with operatorship on all licences;
    • 20.6 MMboe of working interest 2P reserves and approximately 4,760 boe/d of current net production1;
    • Continuous development drilling in Ukraine and Tunisia targeting substantial increases in production; and
    • High-impact exploration drilling in Brunei and Romania;
  • The Winstar Board is recommending that Winstar shareholders vote in favour of the Acquisition and KOV has received support agreements from 54.2% of Winstar shareholders, including all of the directors and officers of Winstar, to vote in favour of the Acquisition at the Winstar shareholder meeting.
(1) First half April production of 1,660 boe/d from Winstar and approximately 3,100 boe/d from KOV
(2) Share Consideration (as defined below), based on the closing price of KOV of PLN1.28 on 24 April 2013 (approximately C$0.41 based on the Bank of Canada noon spot rate on the same date) and 36.0 million diluted Winstar shares
Analyst Conference Call and Presentation
An invitation only analyst conference call and presentation have been scheduled for Thursday, 25 April 2013 at 5:00pm (Warsaw) / 11:00am (Toronto), and the presentation will be made available on KOV's website at www.kulczykoil.com. Details for this call will be sent individually to analysts.
Non-analysts wishing to access the call may do so in a 'listen only' format via the telephone numbers below:
Canada: 1-866-228-9189
Poland: 00800-121-2717
United Kingdom: 0800-358-5256
Conference ID: 4616336
Those wishing to dial in from outside these jurisdictions should call the UK number.
Commenting on the Acquisition, Tim Elliott, President and Chief Executive Officer of KOV said:
"The combination of Winstar's and KOV's assets will result in a company with 2P reserves in excess of 20 MMboe and production of 4,760 boe/d with a clear path to materially increasing production in the near term. The acquisition will also allow KOV to leverage its proven operational expertise to rapidly, and materially, increase production, reserves and cash flow from Winstar's Tunisian assets for the benefit of both companies' shareholders. We thank everyone involved in this transaction and are looking forward to working with Winstar's staff going forward."
Commenting on the Acquisition, Bruce Libin, Chairman of Winstar said:
"After evaluating Winstar's strategic alternatives over the last months, including thorough consideration of our ability to create shareholder value as an independent entity, the Board concluded the proposed transaction with KOV is in the best interests of shareholders. We believe that KOV's business plan, highly experienced management team, proven track record of identifying and delivering value in upstream oil and gas assets and the combination of KOV's and Winstar's assets provides an attractive diversified portfolio with significant potential to enhance shareholder value. I look forward to being a shareholder and director of the new KOV."
Information With Respect to Winstar
Winstar is an independent oil and gas exploration, development and production company listed on the TSX. Winstar's principal area of operations is in Tunisia, where it holds operated interests in four onshore producing oil and gas fields and one re-development concession. In addition, Winstar has farmed in on the Satu Mare exploration block in Romania with an option to earn up to a 60% working interest.
In Tunisia, Winstar holds a 100% operated interest in the Chouech Essaida, Ech Chouech, Zinnia and Sanrhar concessions, and a 45% operated interest in the Sabria concession. As at 31 December 2012, Winstar reported working interest 2P reserves of 11.2 MMboe. Winstar's net production for the first half of April from its Tunisian assets was approximately 1,660 boe/d.
Winstar's asset base is detailed in the accompanying table:
Country Licence Working Interest Operator Working Interest 2P Reserves (MMboe) First Half April Net Production (boe/d)
Tunisia Sabria 45% Winstar 6.0 185
Tunisia Chouech Essaida 100% Winstar 4.1 1,370
Tunisia Ech Chouech 100% Winstar 0.6 105
Tunisia Sanrhar 100% Winstar 0.3 Shut-in
Tunisia Zinnia 100% Winstar 0.4 Shut-in
Romania Satu Mare 60%(3) Winstar - -
Total 11.2 1,660
Acquisition Structure
The Acquisition will take place through a Plan of Arrangement under the provisions of the Business Corporations Act (Alberta).
KOV and the Consortium (as defined below) will offer Winstar shareholders, in exchange for each Winstar share held, either:
  • 7.555 shares of KOV (the "Share Consideration"); or
  • C$2.50 in cash (the "Cash Consideration").
The Cash Consideration will be subject to a maximum of C$35 million in cash being paid to Winstar shareholders in aggregate and will be funded by a consortium of investors (the "Consortium") led by Kulczyk Investments S.A. ("KI"), the major shareholder of KOV.
The Plan of Arrangement will include a sequence of transactions in the following order:
  • The Consortium will purchase shares from those Winstar shareholders who wish to tender their shares for the Cash Consideration;
  • KOV will purchase shares from those Winstar shareholders who wish to tender their shares for the Share Consideration; and
  • The Consortium will then tender their shares to KOV for the Share Consideration.
(3) Winstar may earn up to a 60% working interest upon funding 100% of 180 km2 of 3D seismic and two exploration wells by May 2015, with the gross cost estimated at US$8 million
Pursuant to the terms of the Acquisition, Winstar shares acquired by the Consortium for the Cash Consideration will be subsequently tendered for the Share Consideration which will be subject to a hold period of 180 days following closing of the Acquisition.
KOV will issue 272 million shares to Winstar shareholders and the Consortium4. In addition, it is a condition of the Arrangement Agreement that KI exercises its option to convert the existing US$12 million loan amount plus accrued interest into common shares of KOV on or prior to the effective date of the Acquisition in accordance with the provisions of the loan agreement. KOV has been informed by KI that it is KI's current intention to serve the conversion election notice on or about 8 May 2013. The loan amount will be converted into KOV shares at a price per share equal to the five day volume weighted average price of KOV shares on the WSE during the five trading days immediately prior to but excluding the date of the conversion election notice, therefore the exact number of KOV shares issuable to KI upon conversion of the convertible debenture is uncertain, as the final conversion price will only be determined in the future. The conversion election notice will state that the conversion of the loan amount into KOV shares is conditional upon the successful closing of the Acquisition.
Upon completion of the Acquisition, Winstar shareholders and optionholders will hold approximately 21%, and KOV shareholders will hold approximately 79%, of KOV's enlarged resultant issued share capital5.
TSX Listing, Share Consolidation and Name Change
Subsequent to the closing of the Acquisition, the shares of Winstar will cease trading and will be de-listed from the TSX. KOV will thereafter make an original listing application to the TSX to list the ordinary shares of KOV (including those issued in connection with the Acquisition) on the TSX. It is a condition to the completion of the Acquisition that the ordinary shares of KOV shall have been approved for listing on the TSX, subject only to the filing of documentation that cannot be filed prior to the effective date, such that the ordinary shares of KOV shall be listed and posted for trading on the TSX as soon as is reasonably practicable following the effective date in accordance with TSX policies.
Prior to the proposed listing on the TSX, KOV will seek to undertake a 10:1 share consolidation of the post-Acquisition shares outstanding and be renamed Serinus Energy Inc. KOV will call a meeting of its shareholders to consider and approve the share consolidation and name change, with such meeting expected to be held in mid-June 2013.
(4) Based on 36.0 million diluted Winstar shares
(5) Based on full take-up of the Cash Consideration. KOV shareholders include the Consortium. Includes approximately 32 million KOV shares, as an indicative number only, issuable upon the conversion of the KI convertible debenture
Acquisition Rationale
The Acquisition provides the following benefits for KOV and Winstar shareholders:
  • KOV has a proven ability to apply modern technology to under-funded, legacy assets, leading to material increases in production, reserves and cash flow:
    • Following the acquisition of a 70% interest in KUB-Gas LLC, KOV increased gross production in Ukraine from 5.0 million cubic feet equivalent per day ("MMcfe/d") in June 2010 to current production of 26.6 MMcfe/d, for net production to the 70% KOV interest of 18.6 MMcfe/d or approximately 3,100 boe/d, with additional future gas production behind pipe;
    • KOV believes that Winstar's Tunisian assets provide similar low-risk development opportunities, and that similar technology and operational expertise can be used to materially increase production, reserves and cash flow from the assets;
  • The Acquisition represents a significant increase in KOV's reserves and production:
    • KOV is acquiring 11.2 MMboe of working interest 2P reserves and current net production of 1,660 boe/d1;
    • The combined company will have working interest 2P reserves of 20.6 MMboe and current net production of approximately 4,760 boe/d1;
    • The combined company has significant potential for production growth through the application of operational expertise and technology;
  • The Acquisition provides low-risk development opportunities:
    • KOV proposes to undertake a near-term development program in Tunisia of drilling new wells, work-overs, dual completions, frac stimulation and horizontal wells to drive production increases, similar to the development program undertaken following its acquisition of KUB-Gas LLC;
    • Operatorship on all assets allows KOV to control the work program and timetable;
  • Winstar's assets have attractive fiscal terms resulting in high per barrel netbacks:
    • Tunisia has attractive fiscal terms, allowing Winstar to generate after tax field operating netbacks of ~US$75 per barrel;
    • Adds oil production priced at Brent and exposure to Tunisian natural gas prices of ~US$15 per thousand cubic feet ("Mcf") compared to KOV's current Ukrainian natural gas which is priced at ~US$12/Mcf;
  • The Acquisition is accretive on per barrel metrics:
    • Acquiring high-netback barrels at US$9.4/boe of 2P reserves;
    • Goal is to access 23.6 MMboe of working interest 3P reserves following near-term development program;
  • The combined company is well funded to undertake an aggressive development program to unlock value in historically under-funded assets.
Winstar Support
The strategic alternatives process announced by Winstar in July 2012 has concluded and the Winstar Board is recommending that Winstar shareholders vote in favour of the Acquisition.
All directors and senior officers of Winstar, certain investment funds administered by Yorktown Partners Group ("Yorktown"), the principals of Yorktown and Pala Assets Holdings Limited ("Pala"), collectively representing approximately 54.2% of the issued and outstanding shares of Winstar, have committed to vote all Winstar shares beneficially owned or controlled by them in favour of the Acquisition, subject to the terms and conditions of the support agreements entered into with KOV in support of the Acquisition.
All directors and senior officers of Winstar, Pala and the Yorktown principals, who collectively hold 27.9% of the issued and outstanding shares of Winstar, will elect to receive the Share Consideration.
The investment funds administered by Yorktown, which collectively hold approximately 26.3% of the issued and outstanding shares of Winstar, will elect to receive the Cash Consideration.
Additional Terms of the Arrangement Agreement
Timing
Pursuant to the Arrangement Agreement, Winstar will call a meeting of its shareholders to consider and approve the plan of arrangement implementing the Acquisition, such meeting is expected to be held in mid-June 2013. It is expected that the information circular relating to the Acquisition will be mailed to Winstar shareholders in May 2013 and that, subject to the satisfaction, or where relevant waiver, of all relevant conditions, the Arrangement will become effective and the Acquisition completed by the end of June 2013.
Conditions
The Acquisition is subject to a number of customary conditions, including the receipt of approval by 66 2/3% of the votes cast by Winstar shareholders in person or by proxy at a special meeting of Winstar shareholders, receipt of approval by the Court of Queen's Bench of Alberta and receipt of stock exchange approvals.
Non-Solicitation Agreement and Termination Fees
The Arrangement Agreement includes customary non-solicitation covenants by Winstar and provides Winstar with the ability to respond to unsolicited proposals considered superior to the Acquisition in accordance with the terms of the Arrangement Agreement. In the event a superior proposal is accepted, Winstar will be required to pay a termination fee of C$4.5 million to KOV. KOV has the right to match a superior proposal. In the event KOV fails to satisfy its obligations under the Arrangement Agreement and complete the Acquisition, KOV will be required to pay a reverse termination fee of C$4.5 million to Winstar.
Advisor
Macquarie Capital (Europe) Limited is acting as exclusive financial advisor to KOV in connection with the Acquisition.
About KOV
KOV is an international upstream oil and gas exploration and production company with a diversified portfolio of projects in Ukraine, Brunei and Syria and with a risk profile ranging from exploration in Brunei and Syria to production and development in Ukraine. The common shares of the Company trade on the Warsaw Stock Exchange under trading symbol "KOV".
In Ukraine, KOV owns an effective 70% interest in KUB-Gas LLC. The assets of KUB-Gas LLC consist of 100% interests in five licences near to the City of Lugansk in the northeast part of Ukraine. Four of the licences are gas producing.
In Brunei, KOV owns a 90% working interest in a production sharing agreement which gives the Company the right to explore for and produce oil and natural gas from Block L, a 1,123 square kilometre area covering onshore and offshore areas in northern Brunei.
In Syria, KOV holds a participating interest of 50% in the Syria Block 9 production sharing contract which provides the right to explore for and, upon the satisfaction of certain conditions, to produce oil and gas from Block 9, a 10,032 square kilometre area in northwest Syria. The Company has an agreement to assign a 5% ownership interest to a third party which is subject to the approval of Syrian authorities, and which, if approved, would leave the Company with a remaining effective interest of 45% in Syria Block 9. KOV declared force majeure, with respect to its operations in Syria, in July 2012.
The main shareholder of the Company is Kulczyk Investments S.A., an international investment house founded by Polish businessman Dr. Jan Kulczyk.
Translation: This news release has been translated into Polish from the English original.
Reserve Disclosure
The reserves data for KOV and Winstar set forth in this press release is based upon the following reports which have been prepared by RPS Energy Canada Ltd. ("RPS"), an "independent qualified reserves evaluator" (as such term is defined in National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities ("NI 51-101")) in accordance with NI 51-101 and the COGE Handbook:
(i) the reserve report dated March 11, 2013 with an effective date of December 31, 2012 prepared by RPS for Winstar, which evaluates the crude oil, natural gas and natural gas liquids reserves of Winstar and its subsidiaries; and
(ii) the reserve report dated March 20, 2013 with an effective date of December 31, 2012 prepared by RPS for KOV, which evaluates the crude oil, natural gas and natural gas liquids reserves and resources of KOV and its subsidiaries.
There are numerous uncertainties inherent in estimating quantities of reserves. The reserve information set out in this press release are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual reserves may be greater than or less than the estimates provided herein.
Proved reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. There is a 90% probability that the quantities actually recovered will equal or exceed the estimated proved reserves. Probable reserves are those additional reserves that are less certain to be recovered than proved reserves. There is a 50% probability that the quantities actually recovered will equal or exceed the estimated proved plus probable reserves. Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves. Each of the reserve categories may be divided into developed and undeveloped. All reserves disclosed in this press release have been classified as developed.
Production information is commonly reported in units of barrel of oil equivalent ("boe" or "BOE") or in units of natural gas equivalent ("Mcfe"). However, BOEs or Mcfes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf:1 bbl, or an Mcfe conversion ratio of 1 bbl:6 Mcf, is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
Forward-looking Statements Regarding Acquisition
This press release contains certain statements relating to KOV that are based on the expectations of KOV, as well as assumptions made by, and information currently available to, KOV, which may constitute forward-looking information under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that KOV anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking information. In some cases, forward-looking information can be identified by terms such as "forecast", "future", "may", "will", "expect", "anticipate", "believe", "potential", "enable", "plan", "continue", "contemplate", "pro-forma", or other comparable terminology. In particular, this press release makes reference to the timing and completion of the Acquisition, the issuance of common shares of KOV on the completion of the Acquisition, the expected completion of the Acquisition, including the ability of the Company to satisfy all necessary conditions to the closing of the Acquisition, the anticipated benefits of the Acquisition, reserve volumes associated with the properties to be acquired by KOV, expected production from the properties to be acquired pursuant to the Acquisition, timing of exploration and production activities, the number of shares held by the former shareholders of Winstar upon completion of the Acquisition and the timing of the Winstar and KOV shareholder meetings. Readers are cautioned that there is no assurance that the transactions referenced herein will proceed. Certain conditions must be met before the Acquisition can be completed.
Such conditions include the receipt of all necessary regulatory approvals, including the Tunisian Approval (as such term is defined in the Arrangement Agreement), the approval of the listing of the shares of KOV on the TSX (subject only to the filing of documentation that cannot be filed prior to the effective date), such that the shares of KOV shall be listed and posted for trading on the TSX as soon as is reasonably practicable following the effective date in accordance with TSX policies, the approval of the plan of arrangement by the Winstar shareholders and the approval of the name change and share consolidation by KOV shareholders. There is no assurance that the required approvals will be received and all of the conditions to the completion satisfied and there is therefore no assurance that the Acquisition completed in the time frame anticipated or at all. Many factors could cause the performance or achievement by KOV to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include the failure to obtain the required approvals, including requisite Winstar and KOV shareholder approvals and the approval of the TSX of the listing of the shares of KOV, risks relating to the integration of KOV and Winstar, the failure to realize anticipated synergies and incorrect assessments of the value of Winstar. Readers are cautioned that the foregoing list of factors is not exhaustive. Statements relating to "reserves" or "resources" are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves and resources described can be profitably produced in the future.
The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. KOV is not under any duty to update any of the forward-looking statements after the date of this press release or to conform such statements to actual results or to changes in KOV's expectations and KOV disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
Canada
Suite 1170, 700-4th Avenue S.W., Calgary, Alberta, Canada
Telephone: +1-403-264-8877
Facsimile: +1-403-264-8861
Dubai
Al Shafar Investment Building, Suite 123, Shaikh Zayed Road,
Box 37174, Dubai, United Arab Emirates
Telephone: +971-4-339-5212
Facsimile: +971-4-339-5174
Poland
Nowogrodzka 18/29
00-511 Warsaw, Poland
Telephone: +48 (22) 414 21 00
For further information, please refer to the KOV website (www.kulczykoil.com).

Contact Information


  • Kulczyk Oil Ventures Inc. - Canada
    Norman W. Holton
    Vice Chairman
    +1-403-264-8877
    nholton@kulczykoil.com

    Kulczyk Oil Ventures Inc. - Poland
    Jakub J. Korczak
    Vice President Investor Relations & Managing Director CEE
    +48 22 414 21 00
    jkorczak@kulczykoil.com
    www.kulczykoil.com

    Pelham Bell Pottinger - London
    Nick Lambert / Rollo Crichton-Stuart / Charles Stewart
    +44 20 7861 3232

SECO/Warwick SA Brazilian furnace manufacturer ENGEFOR has been acquired by SECO/WARWICK Group

29-Apr-2013 Brazilian furnace manufacturer ENGEFOR has been acquired by SECO/WARWICK Group SECO/WARWICK takes over 100% of the shares of Brazilian heat treatment manufacturer ENGEFOR in Jundiai, Sao Paulo, and covers the Brazilian and South American market with an own manufacturing, service and sales facility now.
SECO/WARWICK and the owners of ENGEFOR Indústria e Comércio Ltda., a Brazilian furnace manufacturer based in the industrial belt of Sao Paulo City in Jundiai, Sao Paulo State, have signed the contract for the acquisition of 100% of the shares of ENGEFOR end of April 2013.
ENGEFOR has been serving the Brazilian Market with Brazing, Drying, Curing, Sintering and Heat Treatment furnaces/equipment in high quality and with reliable service for more than 20 years. SECO/WARWICK will extend the scope of products offered by ENGEFOR with the products of its five business segments and will integrate ENGEFOR's manufacturing and service capabilities in its international network. ENGEFOR employs around 50 employees and will change its name to SECO/WARWICK do Brasil, Industria de Fornos Ltda.
The former owners of the company, Aparicio Vilademir Freitas and Yassuhiro Sassaqui, will remain in the management of the company and will be reinforced by Thomas Kreuzaler, who will take a seat for the SECO/WARWICK Group. SECO/WARWICK expects the profitable company to grow further and faster by the additional products and services it is able to offer now. The Brazilian customers have direct access now to the equipment, technologies and processes of SECO/WARWICK via a local manufacturing and service site in Brazil.
This investment in the Brazilian market is a milestone in the global strategy of the SECO/WARWICK Group and will contribute to the accomplishment of the goals that the Group set for its growth in the next years. 

Tuesday 23 April 2013

Poland: Favorable Forecast Despite of Recession in 2013

Poland’s economy is the biggest among the younger member states and continues to grow even with the current recession.

According to the recent restults by Eurostat, the national economy soon approaches EU average. Within the next two to three years, Poland could even surpass Portugal, as measured by the GDP per capita, and soon after also leave Greece behind, as announced by Polish newspaper Rzeczpospolita.
Around the year 2000, the Polish GDP was only at 48 % of EU countries. In 2011 it was already at 64 %. Moreover, the difference between Portugal and Poland was 33 percentage points in 2000. Eleven years later, it was only 13 percentage points.
The development will probably continue even if the signs currently point to recession in Poland and the economy in Central Europe will grow by an estimated 1.25 % this year. In 2012, economic growth in Poland came at 2 %. Despite of the present slow-down, the gap between Lisbon and Warsaw could be filled until 2014 or 2015 at the latest. Especially when having in mind that Poland, according to experts, has a very strong position compared with other countries in this region. Mark Allen, up-to-recently Senior IMF Resident Representative for Central and Eastern Europe, has attested Poland consistency in the market reforms, particularly at the beginning of the transformation process. Thanks to a cautious macro-economic policy, Poland has been able to circumnavigate the crisis.
In the meantime, two young EU members, Czech Republic and Slovenia have already exeeded Portugal. However, the biggest leaps in the increase of GDP per capita in the timeframe between the years 2000 and 2011 show the youngest members Romania and Bulgaria. Romania was able to double its GDP per capita from 26 % to 46 % of EU average. Bulgaria has reached 46 % too in 2011, starting from a rate of 28 %.

Accrual Bonds

A bond that does not pay periodic interest payments. Interest is added to the principal balance of the bond and is either paid at maturity or the bond begins to pay both principal and interest based on the accrued principal and interest to that point.
The bond is sold at a discount to its maturity value based on a financial calculation that will yield a specific amount. Savings bonds are an example of an accrual bond.

Warburg Pincus buys stake in Polish cable operator INEA

Private equity group Warburg Pincus WP.UL has bought a stake of just under 50 percent in Polish cable operator INEA, providing funding to expand its network and make acquisitions.
INEA, the fourth largest cable operator in Poland, said Warburg's investment would help it expand its high speed broadband reach in the Western region of Wielkopolska, as well as funding a partnership with the local government to construct a 4,000-kilometre fibre optic backbone and distribution network.
"Overall broadband penetration in Poland is significantly behind where it is in western European countries. It is in long-term structural growth and over time we expect it to catch up," Paul Best, a managing director at Warburg Pincus, told Reuters.
"There is a long-term ambition to expand the network all the way across the province and they need capital to do that."
There are more than 15 smaller cable companies operating in the same province and over time INEA is also interested in acquiring some of these, he said.
Best said Warburg had taken a stake of just under half of INEA and would be represented on its board.
Warburg did not disclose how much it had paid, but said it believed it was the largest private equity investment in Poland this year.
Warburg has previous experience in the cable industry, including creating Dutch cable group Ziggo (ZIGGO.AS) through the merger of three smaller firms. It has also invested more than $1 billion in Central and Eastern Europe since 1997.
INEA, which was founded in 1992 and provides television, internet and telephone services, last year had revenues of 169 million Polish zloty ($54 million).

Sunday 14 April 2013

Giza Polish Ventures

Pioneer VC fund for innovative technology enterprises.
  • Unique possibility to invest in technology enterprises with global development potential,
  • Global reach fund,
  • Fund size: PLN 84M,
  • Investment process start date: Q4 2011.
  • Experienced Israeli-Polish team,
  • Access to a global network of partners and investors,
  • Operating model based on Giza VC 20 years of experience.
The Fund is directed to advanced private, strategic and financial investors interested in Central European investments.
GPV inwestycje:
Audioteka
Vivid Games
GPV investments:

About us

Giza Polish Ventures I Fund (GPV) is a Venture Capital fund with a professional back-up provided by the Israeli company Giza Venture Capital. The company was established in 1992 and currently manages funds worth over USD 600 million. Over the past 20 years on the market, Giza VC has made almost 100 investments in Israel, Europe, the United States and Asia and has achieved more than 35 successful exits. Giza Investment professionals contribute with wealth of expertise and experience in communications, semiconductors, information technologies, enterprise software, the life sciences and medical equipment, clean technologies, media, the Internet and entertainment. Thanks to its experienced team, Giza has become one of the leading Israeli VC groups and has led to the following winning investments: Zoran – digital entertainment (NASDAQ:ZRAN), M-Systems (currently Sandisk), Libit (currently TI), Actimize (acquired by Nice), Danen Technology (TWSE: 3686.TW) and others. Moreover, Giza VC established an office in Singapore in 2001 and in recent years has been pursuing investment opportunities in Taiwan-based companies. Giza VC is also actively engaged in supporting the Israeli company portfolio in developing and partnering in Taiwan and South-East Asia.
GPV Fund mainly invests in early stage companies and technology start-ups in Poland. The aim of the Fund is to use the broad investment experience and international network of business contacts of the Giza VC company as well as expert knowledge of the Polish team on identifying local companies and teams with extraordinary international development potential.
Giza Polish Ventures actively participates in development of innovativeness in Poland by taking part in numerous conferences and seminars as well as by close cooperation with public institutions responsible for that issues. This includes among others cooperation with Ministry of Science and Higher Education and with National Centre for Research and Development what has already resulted in preparation of Report on innovativeness developmen barroers in Poland (Polish only) by Zygmunt Grajkowski. The report has beenoficially presented during the Round Table of Innovativeness event in February 2013.

Team

Investment committee

The Fund is managed by a Polish-Israeli team of experienced investment managers. The long-standing experience of the Israeli team on the global markets combined with the in-depth knowledge of the Polish team in the Polish market creates a unique set of competences which guarantees good performance of the fund.
Zeev Holtzman
Zeev Holtzman – Chairman of the Investment Committee
Founder and Chairman of the Giza Venture Capital Fund, 30 years of experience in VC and investment banking. Chairman of Giza Polish Ventures and Chairman of the Investment Committee. He founded the Giza Group in 1985 and Giza Venture Capital in 1992. Apart from investing, he was also a representative of Credit Suisse First Boston and Alex Brown in Israel and held top positions in the largest Israeli financial institutions and in Technion (Israel Institute of Technology). Zeev holds an MBA from Columbia University and a BA in economics from the Hebrew University of Jerusalem.

Zygmunt Grajkowski – Managing Partner
25 years of experience in corporate finance and new technology investments. In 1996-2002 he was a Partner in Enterprise Investors – a company managing the largest VC/PE funds in Central Europe. Previously, he was a director of the M&A department in Price Waterhouse Poland. Since 2003 as part of his company Value Based Management Consulting he has completed a few dozen of capital and strategic consulting transactions in Poland and Central Europe. Zygmunt graduated from the Faculty of Electronics at Wrocław University of Technology and holds a postgraduate diploma in Capital Investments and Financial Management from the Wrocław University of Economics.

Marek Borzestowski - Partner
Entrepreneur, founder of Internet companies. Over 15 years of experience as a co-owner and board member ofvWirtualna Polska, InteliWISE, Gruper.pl, and Mind The Kids. Founder of the first Polish Think Tank, The Sobieski Institute. He will lead the Horizon project which is focused on the Internet, new media and software. Graduate of Gdańsk University of Technology, Marek also studied at the Swansea University (UK). He conducted research at Kernforschungszentrum in Karlsruhe, Germany.


Shmuel Chafets – Managing Director / Business Development
Over 5 years of experience in business development and creating enterprise strategies. Previously a VP in EBP, a Polish-based holding company focusing on infrastructure and alternative energy and in GCS, a leading Israeli consultancy dealing with Central Europe. Shmuel Chafets has also served in several positions in Israeli government and parliament.



Yuval Avni – Venture Partner
Dr Yuval Avni is a trained medical doctor and holds a Bachelor’s degree (with honors) from the Technion (Israeli Technology Institute) in medical science. For many years he worked as a general and vascular surgeon in the Carmel Medical Centre in Israel. He conducted broad clinical and academic research in the areas of human genetics, general surgery and vascular surgery. He is currently the VP in Giza Venture Capital. As a practitioner with long-standing experience in medical technologies, in Giza Polish Ventures Yuval will deal with analysis of investment projects in the fields of biotechnology and new medical equipment.

Wojciech OlszenkaWojciech Olszenka – Investing Manager
Wojciech has 10 years of experience in strategic consulting, mergers and acquisitions, particularly in the new technology area. He specializes in business analyses of technological companies, including identification of key intellectual assets. Wojciech has performed a few dozen of due diligence analyses and has actively participated in the creation of long-term development strategies of several dozen companies, also including the innovative ones. In Giza Polish Ventures Wojciech is responsible for the analysis of investment projects and subsequent support in the management process of portfolio companies. He is a graduate of University of Economics in Katowice and holds a postgraduate diploma in IT studies from the Silesian University.

Marcin ZajacMarcin Zając - Financial Controller
Over 10 years of experience in creation of financial models reflecting company operations, including large international stock-listed companies, as well as small innovative start-ups. Marcin prepared evaluation models of several dozen companies. In Giza Polish Ventures he is responsible for preparing financial models of the analyzed innovative companies and constructing on their basis evaluation instrument with the use of methodologies relevant to knowledge-based companies, that is evaluation of the intellectual assets enriching traditional methods like EVA, DCF or APV. He graduated from Private School of Business and Administration and holds a postgraduate diploma in Managing the Value of Company at Warsaw School of Economics.


Ewa Abel - Analyst
Analyst in Giza Polish Ventures. Ewa holds a BS in Business and International Finance of Oxford Brookes in Great Britain as well as a MS in Finance from EDHEC Business School in France. She worked as an analyst in the sales department of investment banking in Diamond Capital in Nigeria. In Giza Polish Ventures Ewa will deal with the analysis of investment projects.




Portfolio

Giza VC sponsors Giza Polish Ventures. Giza, established in 1992, is one of the oldest VC funds in Israel.
Giza has set up 5 funds with assets of over USD 600 million. Two first funds were closed with the result of 36% and 114% gross IRR. Investment areas include telecommunications, electron technology, software, media, medical technologies and environment protection technologies.
Giza invests in seed and early stage enterprises. Long-standing presence of Giza VC on the market has resulted in a broad network of international business contacts in the USA, European Union and the Far East.
So far Giza has invested in 95 companies and has sold 32 companies to industry investors, such as Microsoft, Intel, Texas Instruments or has made an exit from the investment by introducing them to NASDAQ, Tel Aviv Stock Exchange, Swiss Exchange.
The portfolio below includes the list of companies in which GIZA VC has invested.
  • Semiconductors
    • Butterfly
    • Envara
    • Libit
    • Oplus
    • Altair
    • CellGuide
    • Lucid
  • Telecommunications
    • Telegate
    • Xtend
    • Flash
    • Surf
    • Xeround
  • IT
    • Actimize
    • Cyota
    • MoreCom
    • Precise
    • ProSight
    • YaData
    • Continuity
    • E-Glue
    • FIS
    • Odysii
    • Viewfinity
    • ActionBase
    • Soluto
    • XtremIO
    • TaKaDu
  • Internet and media
    • Cellectivity
    • Koolanoo
    • SemantiNet
    • Stanza
    • IMScouting
    • Winbuyer
    • Audioteka
    • Vivid Games
    • Incuvo
  • Biotechnologies
    • Compugen
    • Impella
    • Oridion
    • X Technologies
    • IceCure Medical
    • BioLineRx
    • CanFite
    • CircuLite
    • IntelliDx
    • Mitralign
    • Pathway
    • Proneuron
    • Proteologics
    • UltraSPECT
    • Navotek

Investment criteria

Region:
Poland
Areas:
  • IT
  • Telecommunications
  • New Media
  • Internet
  • E-commerce
  • Cleantech
  • Mobile technologies
  • Nanotechnologies
  • Medical equipment
  • Biotechnology
Stage:
Seed, development or expansion stage
Product/service features:
  • uniqueness and innovativeness
  • scalability
  • international growth potential
  • experienced team with strong leadership in technology and management
  • clear market demand for the product/service
Investment amount:
Preferred amount of the investment is PLZ 1 to 6 million.
Shares:
The Fund prefers to acquire minority stakes, however in special cases it can also acquire majority stakes.
Syndication:
The Fund frequently looks for partners in co-investing such as strategic investors, enterprise incubators, VC funds and Business Angels.
Membership in the Supervisory Board:
GPV ultimately takes one or two places in the Supervisory Board thus providing support and consulting services to portfolio companies.
Investment period:
GPV invests in portfolio companies for a period of 3 - 5 years.
Exit:
The investment exits preferred by the fund are: a sellout to a strategic or financial investor and a sellout of the shares at a stock exchange.

Former Reckitt boss steers Douwe Egberts takeover

Bart Becht is chairman of German investment group Joh A Benckiser, which is buying DE Master Blenders in bid to create global hot drinks empire

Douwe Egberts coffee
Douwe Egberts coffee at a supermarket in Amsterdam. Photograph: Reuters
Bart Becht, the former Cillit Bang and Vanish boss who broke UK records for executive pay, is helping pilot a takeover of Dutch coffee company Douwe Egberts for €7.5bn (£6.4bn).
Becht is chairman of German family-controlled investment group Joh A Benckiser, which is buying DE Master Blenders 1753, the owners of Douwe Egberts and Pickwick tea.
DE, the world's third biggest coffee producer behind Nestle and Kraft, said on Friday it had reached conditional agreement on a €12.50 a share cash offer from a group of investors led by Benckiser.
Benckiser already owns around 15% of DE Master Blenders, meaning it will actually pay about €6.4bn. Becht will become chairman of the Dutch company.
Benckiser, the investment vehicle of the billionaire Reimann family, has been building a hot drinks business in an attempt to tap into strong growth from new products such as single-serve coffee machines as well as demand from emerging markets.
The bid, slightly lower than the €12.75 a share mentioned in an initial announcement of talks last month, represents a premium of 36% over the stock's average price in the three months before that announcement.
Becht said Benckiser would use DE as a vehicle for further acquisitions of coffee and tea consumer brands.
"Historically [DEMB] has been a somewhat sleepy organisation, but [interim chief executive] Jan Bennink and his team have done a good job to reinvigorate the business," he added.
Vienna-based Benckiser, owned by four siblings from the billionaire Reimann family, has holdings in consumer goods companies including fragrance company Coty and luxury brands Bally, Belstaff and Jimmy Choo. The Reimann fortune comes from the Benckiser chemicals company, founded in 1823.
Becht served as chief executive of one of the group's largest holdings, the health and hygiene company Reckitt Benckiser, before stepping down in 2011.
Becht's annual pay package at Reckitt reached £91m in 2009 – one of the worst years for the global economy in the post-war era – sparking a national debate on executive remuneration.
Market leader Nestlé's coffee sales had a retail value of $17.12bn last year, while Mondelez International ranked second at $8.32bn, according to Euromonitor International. DE Master Blenders ranks third with annual sales of about €2.66bn.
D.E Master Blenders, which also owns Senseo coffee, has had a rocky time since it was spun off last year from Sara Lee, which has since changed its name to Hillshire Brands.
Within weeks of its listing, it shocked investors with the news its Brazilian unit had been hit by fraud, tax and inventory problems, forcing it to restate past financial statements.
Previous CEO Michael Herkemij quit in December, just six months after the stock market debut, and in February the firm reported lower-than-expected profits and cut its outlook for 2013, citing pricing pressures in austerity-hit Europe.

Internet Group przejęła 22 proc. udziałów w spółce modowej Zień

Internet Group (IG) realizuje następną z zapowiadanych na ten rok inwestycji portfelowych, przejmując 22 proc. udziałów w Zień Sp. z o.o., podał IG w komunikacie. Spółka rozważa dokapitalizowanie biznesu projektanta mody i chce podnieść dynamikę jego rozwoju, m.in. poprzez zwiększenie obecności w kanale e-commerce. Wartości umowy nie ujawniono. 


"Zień to kolejna po inkubatorze Technoboard inwestycja sfinalizowana w ostatnich dniach przez Internet Group. W wyniku transakcji, spółka przejęła 22% udziałów w firmie sprzedającej luksusową odzież. Pozostałe udziały (78%) posiada jej założyciel – Maciej Zień" - czytamy w komunikacie.   
Dzięki pozyskaniu inwestora, Zień chce przyspieszyć realizację strategii rozwoju. Obecna sytuacja rynkowa temu sprzyja. Wartość rynku odzieży i obuwia luksusowego w Polsce szacowana jest na  1,5 mld zł. W ostatnich latach Polacy zauważalnie zwiększają wydatki na luksusowe ubrania, od 2007 r. potencjał rynku wzrósł o 36%, podano także
"Zień jest jedną z najsilniejszych polskich marek odzieży luksusowej. Jej potencjał biznesowy jest bardzo duży i z całą pewnością nie został jeszcze w pełni wykorzystany. Obecnie roczne przychody firmy wynoszą ponad 3 m zł. Planujemy zwiększenie ich do dwucyfrowych w ciągu 3 lat  m.in. poprzez rozwijanie internetowych kanałów dystrybucji odzieży sygnowanej marką Zień" - powiedział prezes IG, Piotr Wiśniewski, cytowany w komunikacie. 
Wiśniewski dodał, że w dłuższej perspektywie czasu nie wyklucza podjęcia działań zmierzających do kapitalizacji marki także na innych grupach produktowych. Równocześnie chce już dziś rozpocząć pracę nad podniesieniem rentowności biznesu m.in. poprzez kosztową i podatkową optymalizację.
W komunikacie poinformowano, że oferta marki Zień obejmuje obecnie kolekcje Zień Atelier, Zień-a-porter oraz suknie ślubne. Zień jest jedyną marką odzieżową w Polsce, która od roku 2005 przedstawia swoje najnowsze kolekcje dwa razy w roku. Ich pokazy można było obejrzeć podczas Paryskich Tygodni Mody, w Niemczech czy Katarze. 
Internet Group jest holdingiem spółek wyspecjalizowanych w projektowaniu i wdrażaniu programów marketingowych wspierających sprzedaż. Działa w obszarze nowych mediów i nowych technologii.

Accountants Opinion

A statement signed by an independent certified public accountant describing the scope of the examination of an organization’s books and records. The opinion will confirm that the accountant has reviewed the accounting procedures of the entity. The purpose is to gives assurance to the investor that the organization's books were reviewed by a objective examiner.

Thursday 11 April 2013

Accelerated Depreciation

Accelerated depreciation is the set of IRS rules that allow businesses to deduct from their taxable income the declining value of business-related investments, such as equipment and machinery, faster than the value of those assets actually declines.
The two most common types of accelerated depreciation are sum of the years digits and double declining balance.
  • Double Declining Balance. To use it, accountants first calculate depreciation as if they were using the straight line method. They then figure out the total percentage of the asset that is depreciated the first year and double it. Each subsequent year, that same percentage is multiplied by the remaining balance to be depreciated. At some point, the value will be lower than the straight-line charge, at which point, the straight line method will be used for the remainder of the asset’s life
  • Sum-Of-The-Years' Digits. This method takes the asset's expected life and adds together the digits for each year. So if the asset was expected to last for five years, the sum of the years’ digits would be obtained by adding: 5 + 4 + 3 + 2 + 1 to get a total of 15. Each digit is then divided by this sum to determine the percentage by which the asset should be depreciated each year, starting with the highest number in year 1.

Wednesday 10 April 2013

Vienna Bourse Seeks ‘Friendly’ Merger With Warsaw Exchange

The Warsaw Stock Exchange (GPW) and the Vienna bourse will decide in the next few months on whether to start advanced merger negotiations after the Austrian operator proposed “friendly” consolidation.
The exchanges, which have fought for dominance in central Europe in past years, are discussing a merger that would create a hub for equities trading and initial share offerings, three people familiar with the talks said yesterday. Michael Buhl, chief executive officer of the Vienna bourse’s parent company will meet Warsaw’s new CEO, Adam Maciejewski, in coming days, Vienna exchange spokeswoman Beatrix Exinger said yesterday.
“The talks are at an early stage and non-binding,” Leszek Pawlowicz, chairman of the Warsaw exchange’s supervisory board, said in a phone interview today. “A decision on whether we should continue or halt the negotiations should be made in the next few months.”
Vienna expanded by buying the bourses in Ljubljana and Prague in 2008 and Budapest in 2004, creating CEE Stock Exchange Group holding and beating Warsaw’s bid for Prague. While Vienna and Prague had one initial public offering apiece since 2011, Warsaw attracted 41 as it lured companies by offering access to Poland’s cash-rich pension and mutual funds.

Various Scenarios

“A merger plan hasn’t yet crystalized and it will be up to investment banks to consider various scenarios,” Pawlowicz said. “We will need to check if there are synergies coming from such a merger and also whether this consolidation will benefit the Polish capital market and our economy.”
The combined domestic market capitalization of Vienna, Prague, Budapest and Ljubljana was 130 billion euros ($170 billion) at the end of January, according to the most recent data on the CEE Stock Exchange Group website, which is roughly equivalent to Warsaw’s 514 billion zloty at the end of March. Trading volume at the Vienna-led group amounted to 6 billion euros in January and February, compared with 8.9 billion euros in Warsaw.
Pawlowicz said it is too early to decide on whether Poland, which hold a controlling stake in the Warsaw bourse, should lose its “privileged shares” after the merger. The government considered selling a majority stake in the exchange to Deutsche Boerse (DB1) in 2009, then opted for an IPO in late 2010.
The Vienna bourse’s parent company is largely owned by Austrian banks and by companies listed on the Vienna bourse. A merger of Vienna and Warsaw “would make sense,” Herbert Stepic, CEO of Raiffeisen Bank International AG (RBI) told reporters today. The Austrian bank has 7 percent of the holding company.
“This would make a lot of sense, as well as further inclusions of smaller bourses,” Stepic said. “There’s enormous consolidation going on in the exchange business.”

Innova Sells 70% Stake in Polish Manufacturing Co Donako

After a six-year cycle, Innova Capital has decided to sell its 70 per cent stake in Polish industrial parts manufacturer Donako. Co-owner Franciszek Zeleznik of Zeleznik Industrie Consulting has also sold his stake in the company. The trade sale was made to Austrian industry player Rudolf Weinberger Holding, and puts the company’s value at under EUR50 mln. The original investment was made in 2006, when Innova took the stake of Zeleznik’s co-owners in the company. Since then the company’s turnover has increased by over 30 per cent – from under EUR30 mln in 2006 to more than EUR40 mln in 2012.

Donako (www.donako.com.pl)

Donako is a Polish manufacturer of industrial parts founded in 1947 – originally as DZWME Dolmel. Initially a part of ABB, an engineering firm based in Sweden, Donako was spun off in 2000. Founded by Franciszek Zeleznik, the company primarily targets the energy sector, leveraging its electromagnetic steel processing towards manufacturing parts and tools for electric motors and generators. Recent data shows a turnover of EUR40 mln, and the manufacturing firm has doubled its EBITDA over the last six years. It currently employs about 400 people at its facility in Wroclaw, and primarily s

Abris Closes Second Fund at €450M

CEE-centric investment firm Abris Capital Partners have met their hard-cap target of EUR450 mln for their Fund II. There were 21 investors for this fund against 18 for Fund I; of the 21, approximately half the LPs were from Europe, with the remaining being spread out over Australia, the Middle East and United States. Notably absent from the investors’ list were the EBRD, Alpha Associates and the European Investment Fund, indicating a possible increase in overseas interest in Abris. Of note also is the fact that Abris has completed two closes without making a single exit – a fact that indicates their hesitance to exit a company during a buyer’s market landscape. Abris closed its first fund at EUR210 mln in October 2011. The focus market for the new fund will be mid-cap companies in the CEE region. Abris currently operates out of Poland, Romania and Ukraine.

EI Puts PEF VII to Work on Radiotherapy Centre in Poland

Enterprise Investors (EI), a Polish and CEE-focused investment firm has acquired a minority stake in Nu-Med – a radiotherapy centre based in Elblag in Northern Poland. The acquisition was made through its PEF VII, and may see the company consolidating its medical acquisitions in Poland to create a network of specialized health care centres across the country. EI has already acquired the Center for Cancer Diagnostics and Therapy as of last year, and has plans to continue investing in the specialized health care sector in Poland and other CEE countries.

Nu-Med (www.nu-med.pl)

Nu-Med is a Polish provider of radiotherapy services, belonging to the Nu-Med Group. A centre in Elblag went operational in January 2013, which is already equipped with 3 linear accelerators and 25 beds – which it plans to double in the next quarter. There is already an agreement in place with the Polish National Health Fund for Nu-Med to provide radiotherapy treatment to Northern Poland’s oncology patients at the vovoidship Hospital, where the centre is located. Other self-owned resources and partner centres across Poland provide the required diagnostics services to the group.

EI Puts €7M into Largest Polish Non-ferrous Metals Recycler Elemental Holding

Polish investment house Enterprise Investors – through their EVF I fund – has agreed to invest an amount of EUR7 mln in Elemental Holding, currently the nation’s biggest recycler of electro and non-ferrous waste materials. In exchange, EI will receive a 10.2 per cent stake in the company. Apart from helping meet certain CapEx requirements, the funds will partially go towards acquiring other businesses in an effort to consolidate Poland’s scrap-collection industry.

Elemental Holding (www.elemental-holding.pl)

Elemental Holding is currently Poland’s largest processor of non-ferrous metal waste and other related scrap products. Founded in 2009, EH has quickly scaled its operations to a revenue level of EUR215 mln as of 2012 figures. It is also the fastest growing company in its segment, inorganically adding several companies such as Terra Recycling and Syntom in the past three years. The company is now a year old in the New Connect listings – an alternative to the Warsaw Exchange – and is currently headed by the President of the Management Board, Pawel Jarski.

Accelerated Cost Recovery System (ACRS)

An accounting technique for calculating the depreciation of tangible assets on the basis of the estimated-life classifications into which the assets are placed. ACRS was initiated by the Economic Recovery Act of 1981. The goal was to make investments more profitable by sheltering large amounts of income from taxation during the early years of an asset's life. The initial law established classifications of 3, 5, 10, and 15 years; these classifications were subsequently modified in order to reduce depreciation and increase the government's tax revenues. The classification into which an asset is placed determines the percentage of the cost potentially recoverable in each year.

Tuesday 9 April 2013

Dell takeover battle set to generate $400m fees bonanza for banks

Banks advising bidders on debt to fund highly leveraged buyout of computer maker said to be 'licking their chops' over payday

Dell founder Michael Dell
A successful bid by Michael Dell and private equity firm Silver Lake could mean a $70m payday for Barclays. Photograph: AFP/Getty Images
The $24.4bn (£16bn) takeover battle for Dell is set to hand Wall Street firms their biggest advisory payday in at least three years by generating $400m in fee income for deal makers, including a potential $70m windfall for Barclays.
Most of the income will go to banks advising bidders on the debt that will fund the highly leveraged competition for the computer maker, according to a report by the Wall Street Journal. "People who have been starving on an island for years are licking their chops," said Mike Madden, a veteran Wall Street deal maker. "You are looking at a field day for fees."
Three bidders are vying for Dell, led by the company's billionaire founder Michael Dell who has teamed up with the private equity firm Silver Lake to make the opening bid. However, two further bids were lodged last month by the activist investor Carl Icahn and the buyout specialist Blackstone Group – both topping the founder's offer of $13.65 a share.
According to the WSJ, a successful Silver Lake/Dell deal alone would create the largest fee pool since the turn of the decade and would generate the most advisory income from a leveraged buyout since the Texan energy group TXU was acquired for $32bn in 2007. Even though there have been larger deals than the $24bn Dell battle since 2010, the highly leveraged nature of Silver Lake's bid means that banks will generate significant fees from arranging the debt. The banks who arrange the debt for the winning buyout will generate the largest fees, with Barclays, Bank of America, Credit Suisse and Royal Bank of Canada working for the Silver Lake bid. That banking quartet could generate fees of $70m each for brokering the $14bn of debt that underwrites the offer.
Another group of banks advising Dell on how to manage the bids – Goldman Sachs, Evercore Partners and JP Morgan Chase – could earn a total of $60m, according to regulatory filings. Goldman Sachs alone is earning $1m a month from the deal.

Worldwide value of mergers and acquisitions down 10.3% in first quarter

Mergermarket puts figure at $405.9bn, down from $452.3bn in the same period in 2012 despite a series of megadeals

Heinz
The first quarter figures included the acquisition of Heinz by Warren Buffett’s Berkshire Hathaway and the investment firm 3G Capital. Photograph: AP
The value of merger and acquisition deals worldwide fell by 10.3% in the first three months of the year to $405.9bn (£268.5bn), despite a series of megadeals including the $27.4bn takeover of Heinz.
The total for the first quarter of 2013 compares with $452.3bn in the same period in 2012, according to a survey by Mergermarket. It was, however, the fourth consecutive quarter to record an average deal size of more than $300m.
Mergermarket said much of the decline was accounted for by the multi-billion dollar merger between the commodities trader Glencore and the mining group Xstrata, which boosted first quarter figures in 2012.
The largest deal was the acquisition of Heinz by Warren Buffett's Berkshire Hathaway and the investment firm 3G Capital. Big UK names were in the frame too, with Liberty Global's $21.9bn takeover of Virgin Media accounting for nearly a fifth of all merger and acquisition activity in Europe since the start of the year.
The survey includes formal offers as well as completed deals, which means it takes in the attempted $21.8bn buyout of Dell by the computer maker's founder, Michael Dell, and the private equity company Silver Lake Partners.
As shown by the Heinz and Dell deals, private equity is making a sustained comeback in the US. Private equity buyouts in the first quarter of 2013 reached $84.8bn, their highest level since the fourth quarter of 2010.
European buyout firms underperformed their US peers, with merger and acquisition activity falling by more than a third to $17bn. In contrast, the US saw its buyout value rise by 114% on the same quarter last year