Moravčević Vojnović and partners in cooperation with Schoenherr advised Elixir Group, as borrower, on a EUR 300m syndicated debt financing provided by UniCredit, NLB and OTP Bank.

UniCredit acted as Sole Underwriter and Global Coordinator, delivering a strong capital commitment and supporting the refinancing and optimisation of Elixir Group's debt restructuring through a consolidated and tailored repayment profile.

Elixir Group is a leading chemical producer in Southeast Europe founded in 1990 and employing 1,800 people. Over 70 % of Elixir's production is exported to more than 80 countries across the world, demonstrating its global reach and robust market presence.

The Schoenherr team was led by Luka Lopičić (Partner) and Attila K. Csongrady (Partner) and further included Isidora Grujičić (Associate) and Tara Butulija (Associate).

Moravčević Vojnović and partners in cooperation with Schoenherr advised Alstom Transport S.A. ("Alstom"), a leader in the development of transport systems worldwide, on the negotiation and signing of a major agreement for the construction of the Belgrade metro, i.e. the Agreement on Services for Metro Project Development.

This agreement was signed on 8 March 2024 by the Secretariat of Public Transport of the City of Belgrade and PUC "Belgrade Metro and Train" as the investors, and Alstom as the consultant. This agreement will also serve as the foundation for the main construction agreement for the design, construction and commissioning of the transportation systems for the Belgrade metro.

In parallel, to ensure smooth project development, the parties signed an interface cooperation agreement with Power China in its capacity as the contractor for the works ("Power China").

These agreements are a significant milestone in the ongoing development and enhancement of Belgrade's public transportation infrastructure, laying the groundwork for crucial advancements in the efficiency and accessibility of the city's transit systems.

Alstom is a French multinational company operating in rail transport markets in 63 countries worldwide. It is active in the fields of passenger transportation, signalling and locomotives.

The Schoenherr team advising Alstom was led by Ivana Panic (partner) and Milos Lakovic (partner) and included Luka Veljovic (attorney at law) and Vukasin Stankovic (associate).

Moravčević Vojnović and partners in cooperation with Schoenherr advised UniCredit Bank Serbia and Structured Invest S.A. on the establishment of UniCredit Invest JSC, a UCITS management company, to expand their footprint within the local financial services sector.

Recent legislative reforms in Serbia have shaped the country's regulatory framework for UCITS funds, drawing inspiration from the EU UCITS model. These updates have also been incorporated into the licensing process.

The establishment of the UCITS management company under this regime marks one of the first licensing processes of its kind in Serbia, representing a meaningful step toward aligning the country's capital markets with European regulatory practices.

As one of the pioneering implementations of this framework, the project sets a precedent for future UCITS fund management structures and contributes to the development of Serbia's investment fund market.

UniCredit Group is a pan-European Commercial Bank offering corporate, individual and payment solutions across its core markets of Italy, Germany, Austria, and Central and Eastern Europe. UniCredit serves approximately 15 million customers worldwide. Structured Invest is a management company under Luxembourg law and a 100 % subsidiary of UniCredit International Bank (Luxembourg) S.A.

The Schoenherr team was led by Matija Vojnović (partner) and further included Igor Živkovski (partner), Bojan Rajić (attorney at law), Aleksa Bošnjović (attorney at law), Stefan Dobraš (associate) and Ljiljana Medan (associate).

Moravčević Vojnović and partners in cooperation with Schoenherr has advised Elixir Group on all legal aspects of its recent RSD 4.1bln (EUR 35m ) green bond issue. Elixir Group is a leading chemicals and mineral fertilisers producer. 

Elixir Group issued 341,700 green bonds, each with a nominal value of RSD 12,000, bearing an annual interest rate of 6% and maturing in five years. These bonds will be listed on the Belgrade bourse's Open Market.

This issuance represents a significant milestone as the first securities issued by a domestic private company under the Capital Market Development Strategy framework, developed and implemented by the Ministry of Finance of the Republic of Serbia. Elixir Group plans to use the proceeds from the bond issuance to build a plant in Prahovo, Serbia, for the production of crystalline technical mono ammonium phosphate (TMAP).

In addition, Scope Ratings GmbH (Scope) has assigned a first-time issuer rating of BB/Stable to Elixir Group and a preliminary bond rating of (P) BB+ to the RSD 4.1bn unsecured bond. The rating reflects Elixir's strong position in the production of fertilisers and phosphoric acid, as well as Scope's expectations for gradual improvements in the company's margin profile and credit metrics during the current investment phase.

Founded in 1990, Elixir Group employs 1,800 people. Over 70% of Elixir's production is exported to more than 80 countries across all continents, showcasing its global reach and robust market presence.

The Schoenherr team was led by Luka Lopičić (partner) and Miloš Jokić (associate) and further included Igor Živkovski (partner), Milica Zečević (attorney at law), Marija Grujeska (attorney at law), and Pavle Erić (attorney at law), Isidora Grujičić (associate) and Nađa Gogić (associate).

Moravčević Vojnović and partners in cooperation with Schoenherr advised BlackPeak Capital on its investment in Kafeterija, Serbia's leading specialty coffee chain.

BlackPeak Capital is a leading provider of growth equity capital to fast-growing SMEs in Southeast Europe. 

Kafeterija is one of the biggest coffee chains in Eastern Europe and one of the fastest-growing Serbian brands. With 53 stores across Serbia and Montenegro, it has rapidly established itself as a leader in the specialty coffee sector.

The Schoenherr team was led by Luka Lopičić (partner) and Igor Živkovski (partner), and further included Pavle Erić (attorney at law), Miloš Jokić (associate), Isidora Grujičić (associate) and Nađa Gogić (associate). 

Moravčević Vojnović and partners in cooperation with Schoenherr advised United Group B.V., a leading telecommunications and media provider in Southeastern Europe, on its agreement to sell SBB doo Belgrade, a leading alternative pay TV, broadband internet and fixed telephone services provider in Serbia, to e& PPF Telecom B.V.

In addition, the firm advised the client on the sale of the NetTV Plus business and its sports broadcasting rights for the Western Balkans (Bosnia and Herzegovina, Montenegro, North Macedonia and Serbia) to Telekom Srbija a.d. Beograd.

These transactions have a combined enterprise value of EUR 1.5bln and are subject to customary regulatory approvals.

United Group is a leading telecommunications and media group in SEE. Operating across eight countries with more than 15,000 employees, the Group achieves an annual revenue of over approx. EUR 3bln.

The Schoenherr team was led by Slaven Moravčević (partner) and further included Andrea Radonjanin (partner), Jelena Bezarević Pajić (partner), Jovan Barović (partner), Luka Veljović (attorney at law) and Vanja Tica (attorney at law).

Moravčević Vojnović and partners in cooperation with Schoenherr advised Fifth Quarter Ventures, an early-stage venture capital fund, on its investment in Nextesy, an AI-driven start-up for business administration.

Fifth Quarter Ventures is an early-stage venture capital fund dedicated to investing in innovative start-ups that address pressing global challenges. 

Nextesy, based in Zurich, is a pioneering start-up leveraging AI to simplify and automate key business processes, helping companies eliminate the burden of repetitive manual procedures while enhancing operational efficiency and scalability.

The Schoenherr team was led by Igor Živkovski (partner).

Moravčević Vojnović and Partners in cooperation with Schoenherr advised InPharm Co, a prominent Serbian producer and distributor of dietary supplements, medical products and cosmetics, on its 100 % acquisition of Casa Spadijer Bioclinica, a local dietary supplements company.

Founded in Belgrade in 1999, Casa Spadijer Bioclinica has established itself as a reputable brand known for its high-quality, natural-ingredient-based dietary supplements. With over 20 years of successful business, the company has gained a trusted reputation in Serbia, Montenegro and Bosnia and Herzegovina.

InPharm Co joined the Luxembourg-based Sun Wave Group in 2023. Sun Wave is also present in Moldova, Romania, Bulgaria, Bosnia and Herzegovina, Montenegro and Albania.

The Schoenherr team advising on the transaction was led by Vojimir Kurtić (partner) and Matija Vojnović (partner), and further included Bojan Rajić (attorney at law), Luka Milošević (associate), Željko Loci (associate) and Stefan Dobraš (associate).

Moravčević Vojnović and partners in cooperation with Schoenherr advised Fifth Quarter Ventures, an early-stage venture capital fund, on its recent investment in Cosmic. This innovative start-up is at the forefront of developing a revolutionary platform for self-powered homes, aiming to redefine the construction of carbon-neutral, healthy and efficient homes in a fast and cost-effective manner.

Fifth Quarter Ventures Fund's investment in Cosmic represents a strategic move towards innovative solutions with global impact, enabling Cosmic to launch eco-friendly prefabricated homes, enhance its team, and increase production for the housing sector's urgent need for sustainable and affordable living solutions.

Fifth Quarter Ventures is an early-stage venture capital fund dedicated to investing in innovative start-ups that address pressing global challenges.

Cosmic is a pioneering start-up developing self-powered, carbon-neutral homes, emphasising cost-effectiveness, health and efficiency in the construction industry for a sustainable future.

The Schoenherr team was led by Igor Živkovski (partner).

Our Corporate/M&A, Venture Capital, and Start-ups Partner, Igor Živkovski, was recently featured on the Netokracija podcast, discussing the legal aspects of startups and sharing insights on navigating challenges.

Tune in to hear about his journey and valuable advice for young entrepreneurs:
(Please note that the podcast is in Serbian)

Moravčević Vojnović and partners in cooperation with Schoenherr advised CWP Europe, a leading renewable energy project developer in Southeast Europe, on their investment agreement and shareholders' agreement with PowerChina Resources, an investment company, for the Vetrozelena wind farm in Pancevo, Serbia, with a planned installed capacity of 300 MW and 48 wind generators.

The transaction, signed on 21 April 2023 and successfully closed on 1 November 2023, represents a major milestone in advancing clean energy initiatives in Serbia. It will contribute to reducing pollution, preserving the environment and fostering economic growth.

CWP Europe and PowerChina Resources' partnership creates optimal conditions for advancing the Vetrozelena wind farm, CWP's second wind project in Serbia. This landmark project is set to become the largest wind park in the country upon its anticipated completion in 2025.

The Schoenherr team was led by Vojimir Kurtić (partner) and Matija Vojnović (partner) and further included Luka Milošević (associate) and Željko Loci (associate). Srđana Petronijević (partner), Zoran Šoljaga (attorney at law) and Zoran Kobal (associate) advised on merger control matters.

Moravčević Vojnović and partners in cooperation with Schoenherr advised shareholders of Maxbet, Serbia’s #2 omni-channel sports betting and gaming operator, on the sale of 51 % stake to Flutter Entertainment plc ("Flutter"), a global leader in sports betting, gaming, and entertainment, for a cash consideration of EUR 141m.

The transaction is subject to customary regulatory clearances and is expected to close in Q1 2024. Flutter also has the opportunity to acquire the remaining 49 % in 2029.

This transaction marks a strategic milestone for both companies. For MaxBet, this partnership represents a significant leap forward, aligning perfectly with their strategy to strengthen their local presence and enforce innovative growth opportunities. It also underscores Flutter's commitment to securing strong positions in regulated markets and replicating past successes in similar ventures with local heroes in Georgia and India.

MaxBet is one of the leading gambling and betting companies in Serbia and Southeast Europe and is well known for its commitment to excellence and innovative player experiences. With over 4,400 gaming seats across 400 shops and 3,000 more in four countries, Serbia, Bosnia and Herzegovina, Montenegro, and North Macedonia, MaxBet celebrates 30 years of successful business this year.

Flutter Entertainment plc is a global leader in sports betting, gaming, and entertainment, dedicated to delivering exceptional experiences to players worldwide. With a strong portfolio of customer-facing brands and a vast global presence in over 100 countries, Flutter is setting new standards in the industry.

Schoenherr's team was led by Luka Lopicic (partner) and included Pavle Eric (attorney at law), Milos Jokic (associate, corporate/M&A), Zoran Soljaga (attorney at law, competition), Marija Vlajkovic (partner, employment & benefits), and Magdalena Petreska (attorney at law, regulatory). Jelena Arsic (partner) and Andrej Zoric (associate) advised on real estate matters.

Oakvale Capital LLP acted as the financial advisor to the sellers.

Moravčević Vojnović and partners in cooperation with Schoenherr advised the founders of the Serbia-based company Novelic – Messrs. Brankovic, Mihajlovic and Tasovac (Sellers) – on the sale of an aggregate 54 % stake to Sona Comstar, a leading global provider of automotive technology solutions.

The transaction values Novelic at an enterprise value (EV) of EUR 64.5m on a pre-money basis and EUR 75m on a post-money basis. The transaction was signed earlier this year and closed on 5 September 2023.

Novelic is based in Serbia and is the world's leading self-sustaining provider of mmWave radar sensors, perception solutions and full-stack embedded systems. Founded in 2012, the company has more than 180 engineers in multidisciplinary teams and holds multiple global patents in mmWave radar sensing and systems. It has grown at more than 50 % CAGR over the last ten years without raising any external equity capital.

Sona Comstar is one of the world's leading automotive technology companies. It was founded in 1995 and has its headquarters in Gurugram, India. The company has emerged as a global supplier with nine manufacturing and assembly facilities across India, USA, Mexico and China.

Schoenherr's team was led by Vojimir Kurtic (partner) and included Matija Vojnovic (partner), Bojan Rajic (attorney at law), Luka Milosevic and Zeljko Loci (associates), and Danijel Stevanovic (partner). Alongside Schoenherr, EY Serbia acted as a financial advisor, and PSA (New Delhi) as an Indian law advisor to the sellers.

Schoenherr advised Emirates Telecommunications Group Company ("e&") alongside Sullivan & Cromwell London on the acquisition of a controlling stake in PPF Telecom Group's assets in Bulgaria, Hungary, Serbia and Slovakia.

This transaction is consistent with e&'s strategic ambition to accelerate international growth and diversify into new geographies. The transaction agreement was signed on 1 August 2023. As announced by e&, the upfront consideration for the acquisition is EUR 2.15bln in exchange for a 50 % +1 share economic stake. The transaction also includes earn-out and clawback payments depending on the achievement of certain financial targets.

Completion remains subject to regulatory approvals and certain closing conditions.

The Schoenherr team advising on the transaction was led by Alexandra Doytchinova (partner) and Luka Lopicic (partner). The core team consisted of Christoph Haid (partner), Kinga Hetényi (partner), Soňa Hekelová (partner), Katerina Kaloyanova-Toshkova (attorney at law), Michal Lučivjanský (counsel), Adrián Menczelesz (attorney at law) and Pavle Eric (attorney at law).

Moravčević Vojnović and partners in cooperation with Schoenherr advised OTP Group members, OTP Bank Plc Hungary and OTP Bank Serbia, in a biogas project finance transaction. The financing will be used by three special-purpose vehicles (SPVs) that acted as borrowers to develop six biogas power plants in Serbia. The project's sponsor, Pannonia Bio, is among the largest biorefinery operators in Europe.

Biogas power plants utilise a wide variety of feedstock, such as agricultural residues and biogenic waste, to produce biogas. This biogas is then efficiently converted into heat and electricity, enabling the plants to contribute to waste reduction and generate clean, renewable energy.

OTP Group is one of the fastest growing and one of the leading banking groups in the Central and Eastern European region, with more than 41,000 employees in now 12 countries of the CEE and Central Asian region, the Group provides universal financial services to more than 17.5 million customers. OTP Bank Plc. has been listed on the Budapest Stock Exchange since 1995.

The multi-practice Schoenherr team was led by Jelena Arsić (partner) and Marko Kostić (associate) and included the local energy team Miloš Laković (partner) and Aleksandra Petrović (attorney at law).

Moravčević Vojnović and partners in cooperation with Schoenherr advised the owner of Adriatic Bank A.D. Podgorica on the acquisition of 100 % of the shares in Expobank A.D. Belgrade.

This transaction is a step towards expanding the successful business of Adriatic Bank A.D. Podgorica, which has seen continuous growth since the change in ownership in 2020.

Adriatic Bank A.D. Podgorica is the fifth-largest bank in Montenegro in terms of asset size and the youngest bank in the Montenegrin market. The financial stability of the bank is based on profitable operations and liquidity indicators that are among the highest in the system, while its steady growth has been continuously supported by the owner through additional capital and retention of realised profits. The experience and success of Adriatic Bank A.D. Podgorica in Montenegro will provide a good foundation for positive changes in Expobank A.D. Belgrade.

Moravčević Vojnović and partners in cooperation with Schoenherr acted as a counsel to the owner of Adriatic Bank A.D. Podgorica. The Schoenherr team was led by partner Matija Vojnovic and included Vojimir Kurtic (partner) and Dusan Obradovic (partner). Danijel Stevanovic (partner) advised on merger control matters. KPMG Belgrade acted as a financial advisor.

Moravčević Vojnović and partners in cooperation with Schoenherr advised AIK Banka on signing a share purchase agreement for the acquisition of 100 % ownership in Eurobank Direktna.

The transaction is subject to regulatory approvals and other customary closing conditions. It is expected to close in 2023.

AIK Banka is one of the leading financial institutions in Serbia. Eurobank Direktna has developed its banking business since entering the market in 2003 as Eurobank EFG Serbia. Following the merger with Direktna Banka in 2021, it has become the eighth largest bank in Serbia, offering a full range of banking services to retail, SME and corporate customers. The combination of AIK Banka and Eurobank Direktna will create the second-largest banking operation in the country.

Moravčević Vojnović and partners in cooperation with Schoenherr acted as a Serbian counsel to AIK Banka. The Schoenherr team was led by partner Matija Vojnović and included Vojimir Kurtić (partner) and Dušan Obradović (partner).

HFW acted as English counsel and J.P. Morgan as a financial advisor.