Alina Plyushch

19.04.2019

Sayenko Kharenko has acted as legal counsel to private equity firm Horizon Capital regarding acquisition of a minority stake in Dobrobut, the leading private healthcare provider in Ukraine. Dobrobut operates a network of private clinics and hospitals in Kyiv staffed by qualified professionals and equipped with modern medical equipment, providing quality care to their patients.

The deal was structured as a new share issue in the holding company of Dobrobut group and a subsequent subscription by Horizon Capital group company. Sayenko Kharenko provided full transactional support including complex transaction structuring, drafting and negotiating transaction documents, conducting due diligence, obtaining merger approval from the Antimonopoly Committee of Ukraine, and overall assistance during the closing of the deal.

Sayenko Kharenko’s transaction team led by partner Alina Plyushch and senior associate Dmitriy Riabikin with support from associate Dmytro Hotsyn advised on deal structuring, assisted with preparation of transaction documents and supervised the closing of the transaction. The due diligence team was led by partner Vladimir Sayenko and senior associate Mykhailo Grynyshyn and included senior associate Tymur Enkhbaiar, associates Oksana Daskaliuk and Dasha Dashkevych and others. The merger clearance team was led by partner Vladimir Sayenko and included senior associate Julia Kuyda and associate Igor Pomaz.

Alina Plyushch comments: “It was exciting to take part in this transaction since we felt that we made a small contribution to the development of the medical industry in Ukraine. We are convinced that this investment by Horizon Capital will help to raise the quality of private healthcare services offered in our country. Thanks to the commitment and mutual cooperation of all parties, we managed to efficiently negotiate all necessary transaction documents and arrange the smooth closing of the deal.”

10.12.2018

Sayenko Kharenko acted as legal counsel on the sale of a controlling interest in EVO Group by Naspers Group to Rozetka. EVO is a group of companies operating marketplaces in Ukraine (Prom.ua, Crafta, Bigl, Shafa, Kabanchik), Belarus (Deal.by), Russia (Tiu.ru) and Kazakhstan (Satu.kz).

The deal was structured as a separate sale in each of the four jurisdictions involved. Sayenko Kharenko provided full transactional support, which included complex structuring of the transaction, drafting and negotiating transaction documents, assistance with transfer of IP assets, coordination of legal counsels in all relevant jurisdictions and closing assistance.

Sayenko Kharenko’s competition team represented all parties to the proposed transaction (i.e. Horizon Capital, Rozetka and Naspers groups of companies) when the Antimonopoly Committee of Ukraine (the AMC) initiated Phase II investigation of the transaction. Following recent precedents from other European jurisdictions, the AMC decided to change its previous approach to market definition for the services provided by marketplaces and to examine the potential impact on the e-commerce market, where Rozetka is a strong player. The parties provided extensive explanations on the competition that they face from other marketplaces, classifieds, aggregators, social networks and other similar services, including those operating internationally and serving consumers in Ukraine, such as Google Shopping, AliExpress, Ebay and Amazon. The AMC held an unprecedented number of hearings and consultations in order to clarify the peculiarities of the relevant market, which was defined as the statewide market for the provision of services for the promotion of goods (services, works) on the Internet via online platforms. At the request of the parties, in order to permit completion of the transaction within the short timeframe that was necessary to achieve the expected efficiencies from the merger, the AMC managed to reduce the review period in Phase II to about one third of the statutory review period.

Sayenko Kharenko’s corporate team led by partner Alina Plyushch with support from senior associate Dmitriy Riabikin advised on merger and acquisition issues. A competition team led by partner Vladimir Sayenko with support from senior associate Julia Kuyda and associate Igor Pomaz advised on the antitrust matters.

Alina Plyushch comments: “Working in a time pressing atmosphere is not unusual for M&A lawyers, though this milestone for an e-commerce market transaction required special devotion and concentration on our part, as we had to deal with the transfer of companies in Ukraine, Belarus, Kazakhstan and Russia all having their own corporate law peculiarities. Our team managed to efficiently negotiate all necessary transactional documents with local advisers and to arrange for the simultaneous and smooth closing of the deal in all of the four jurisdictions.”

Vladimir Sayenko comments: “This transaction presented a real challenge for competition lawyers, as it involved strong local players operating on a rapidly developing market, which is difficult to define. Completion of such a complex Phase II investigation by the Ukrainian competition agency within less than 50 days clearly demonstrates that the Ukrainian competition agency can be very efficient even in complex matters involving rapidly developing markets of the new economy.”

17.09.2018

Sayenko Kharenko has advised Mriya Agro Holding for several years in connection with USD 1.1 billion debt restructuring. 13 unsecured bank credits, 7 suppliers’ credits, 1 ECP programme and 2 issues of Eurobonds were restructured in a single secured debt instrument. Due to this unprecedented restructuring, the total debt of the new Mriya Group has decreased from USD 1.1 billion to USD 309.5 million.

The deal involved not only billion dollar debt restructuring, but also a complex corporate reorganisation of the Mriya Group. In accordance with Western standards, an independent board of directors was appointed. Within this reorganisation, Mriya Group’s creditors became shareholders of Mriya Farming Plc, the Mriya Group’s holding company.

Successful restructuring was followed by the subsequent sale of Mriya Group’s Ukrainian farming assets including infrastructure facilities, machinery, and companies leasing agriculture land plots to SALIC UK Ltd (Saudi Agricultural and Livestock Investment Company, United Kingdom). Upon sale completion, Mriya Agro Holding, as one of the largest agro industrial companies in Ukraine, will continue to operate in Ukraine alongside SALIC’s subsidiary, Continental Farmers Group (CFG).

Ton Huls, Chief Financial Officer of Mriya Agro Holding, commented: “Mriya restructuring was an unprecedented and unique process. The Group had dozens of creditors at different levels in numerous jurisdictions. We had to ensure fair and equal treatment for all creditors, both Ukrainian and international, and find a universal solution acceptable for all of them. For us, it was important to achieve transparency and efficiency, and that had to be done in the heavily regulated legal environment of Ukraine and other jurisdictions. I believe that the final deal structure we have worked out together with English legal counsel, Rothschild and Sayenko Kharenko has achieved these objectives.”

Sayenko Kharenko’s team included lawyers from the Banking and Finance, Corporate, Bankruptcy and Debt Restructuring, Litigation and Competition Practices. Partners primary responsible for the project were Anton Korobeynikov and Alina Plyushch.

The deal is the latest in a series of record-breaking debt restructuring projects in which Sayenko Kharenko has acted. These include Toronto-Kyiv debt restructuring (the biggest financial restructuring completed under the recently enacted Law of Ukraine “On Financial Restructuring”), restructuring of Ukreximbank’s Eurobond issues (the first successful debt restructuring in line with the IMF’s Extended Fund Facility) and Naftogas external debt restructuring (this transaction remains the largest debt restructuring in the Ukrainian market).

19.04.2018

Sayenko Kharenko acted as lead counsel on English law to CM Financial Group on the acquisition of the controlling interest in Central Markets group of companies (the “CM Group”).

CM Group is authorised and regulated by the Financial Conduct Authority (the “FCA”). CM Financial Group will have an option to acquire the balance of the shares in the CM Group from the CM Group’s founding shareholders if and when the parties agree to do so. The acquisition is aimed to expand the line of investment products offered by CM Financial Group and allow it to provide investment advisory services to its clients in its own name.

Sayenko Kharenko provided full transactional support, including structuring of the transaction, preparation and negotiation of transactional documents, preparation of all necessary documentation on the regulatory issues, assistance with execution and the financing of  the acquisition as well as preparation of the application to the FCA for change of control and providing answers to additional enquiries of the FCA.

Sayenko Kharenko’s team for the current transaction included counsel Alina Plyushch, associates Dmitriy Riabikin and Vasyl Liutyi, and was led by partner Andrei Liakhov.

19.04.2018

Sayenko Kharenko acted as legal counsel on the sale of the controlling stake in BUDUS INVESTMENT LIMITED, the holding company of Portmone LLC, one of the largest Ukrainian online payments system providers, and MBK Financial Company LLC, provider of payment transfer services to non-banking financial institutions, to Europe Virgin Fund, a regional private equity fund managed by Dragon Capital.

Sayenko Kharenko team drafted and negotiated sale-purchase agreement and shareholders’ agreement required for acquisition of the shares.

The firm’s team for the current projects included counsel Alina Plyushch, associates Dmitriy Riabikin, Kateryna Zhebanova and Vasyl Liutyi, and was led by partner Andrei Liakhov.

19.04.2018

Sayenko Kharenko together with Citygate Invest advised a group of international investors on the acquisition of controlling interest in International Petroleum Grouping S.A.

International Petroleum Grouping S.A has been holding a production sharing agreement with the Government of Mauritania since 2002 and is now acting as an operator of Block 11 hydrocarbon deposit located in the sedimentary basin in the western part of Mauritania.

Sayenko Kharenko provided full transactional support, including legal due diligence, structuring of the transaction, negotiation and preparation of transactional documents.

Sayenko Kharenko’s team for the current transaction included counsel Alina Plyushch and associate Vasyl Liutyi and was led by partner Andrei Liakhov.

07.08.2017

Being one of the most innovative legal firms in Ukraine, Sayenko Kharenko constantly expands cooperation with start-up companies and developers of innovative products. One of Sayenko Kharenko clients is a group of companies carrying their business under brand "WHIRL", an innovative developer and producer of a unique product Whirl Nasal Booster.

Sayenko Kharenko advises a group of companies carrying their business under brand "WHIRL", including Auspicious Ukraine LLC, in the process of international business structuring and fund raising for the purposes of expansion into new markets and further development.

Auspicious Ukraine LLC is a producer of natural and organic goods for health and beauty, as well as ? developer of an exclusive innovative product - Whirl Nasal Booster, aimed at achieving better airflow and air filtration, as well as productivity improvement during sports.

Sayenko Kharenko’s team is led by counsel Alina Plyushch and includes corporate and M&A practice associate Dmitriy Riabikin and junior associate Aida Karagezian. 

12.01.2017

Sayenko Kharenko acted as legal counsel to Aegon Group, the Netherlands based life insurance business, on the sale of 100 per cent shares in PrJSC “Insurance Company “Aegon Life Ukraine” to TAS Group. The deal was signed in Kyiv on 21 September 2016 and was closed on 16 December 2016 after the change of control was approved by Ukrainian regulatory authorities.

Aegon, headquartered in The Hague, is one of the world's leading providers of life insurance, pensions and asset management. The company operates in over 20 countries in Europe, Asia and the Americas. Aegon companies employ over 29,000 people.

Founded in 2003, PrJSC “Insurance Company “Aegon Life Ukraine” (previously PrJSC “Insurance Company “Fidem Life”) offers a full range of life insurance products.

Sayenko Kharenko provided full transactional support, including general advice on corporate law and regulatory matters, deal structuring, development and negotiation of all transactional documents and assistance with completion of the transaction.

Sayenko Kharenko’s team was led by counsel Alina Plyushch and included associates of the corporate and M&A practice Dmitry Riabikin and Mykhailo Grynyshyn. The project was supervised by partner Andrey Liakhov.

14.11.2016

Sayenko Kharenko advised Shanghai Giant Network Technology Co. (Giant) on the Ukrainian aspects of acquisition of Playtika Ltd (Playtika), one of the world’s largest social casino gaming company.

A consortium of leading Chinese private equity firms including Giant, one of China’s largest online gaming companies, purchased Caesars Interactive Entertainment (CIE) unit Playtika for USD 4.4 billion in an all-cash deal. The consortium includes Giant Investment (HK) Limited; Yunfeng Capital, a private equity firm founded by Alibaba Group Holding’s founder Jack Ma; China Oceanwide Holdings Group Co.; China Minsheng Trust Co.; CDH China HF Holdings Company Limited and Hony Capital Fund.

Playtika, headquartered in Israel, commenced operations in 2010 as a pioneer in free-to-play games on social networks and mobile platforms. By 2011, CIE acquired Playtika for USD 100 million. By being a part of CIE, Playtika expanded from a 10-person start-up to 1,300 employees by 2016 with studios and offices in Argentina, Australia, Belarus, Canada, Israel, Japan, Romania, Ukraine and the United States.

Sayenko Kharenko’s scope of work included legal due diligence of Playtika Group’s companies in Ukraine, transactional support, pre-closing group restructuring, closing and post-closing support. Fenwick & West and Allen & Overy led the transaction globally.

Sayenko Kharenko’s team was co-led by counsels Alina Plyushch and Oleksandr Nikolaichyk with support from senior associate Oleg Klymchuk and associates Mykyta Polatayko, Kateryna Zhebanova, Andriy Zhupanyn, Mykhailo Grynyshyn, Oksana Andronyk and Aida Karagezian. The project was supervised by partner Andrei Liakhov.

25.04.2016

Sayenko Kharenko acted as lead counsel on admission of the entire issued shares of natural resource company Bluebird Merchant Ventures Ltd ("Bluebird") to the Standard Listing segment of the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange. 

Bluebird is a Philippine focused resource company involved in trading of copper concentrates and operating the Batangas Gold Project in the Philippines together with ASX-listed joint venture partner Red Mountain Mining Ltd.

Admission to trading on the Main Market and commencement of dealings in Bluebird's shares took place on 13 April 2016. The implied market capitalisation of Bluebird on admission was deemed to be approximately GBP 10.6 million.  

Bluebird IPO is the first mining IPO on the Main Market since June 2015. Commenting on the transaction, partner Andrei Liakhov said: "We are very proud to be involved with the first mining IPO on the Main Market of the London Stock Exchange for some time. This is a demonstration of the strength and dedication of our mining team, which helped Bluebird to achieve success in unstable markets. I hope that this is the first sign of renewed investor interest in the mining industry". 

Thrings LLP provided English law advice to Optiva Securities Limited, a financial adviser and broker of Bluebird. Walkers assisted Bluebird with BVI law issues.

The core team included counsel Alina Plyushch, senior associate Kateryna Zhebanova and associate Vasyl Liutyiwith assistance of Sayenko Kharenko corporate and M&A and banking & finance teams and was led by partner Andrei Liakhov.