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Dr. Rafał Woźniak

Counsel
+48.22.653.4294
Fax +48.22.653.4250
Rafał Woźniak focuses his practice in issues related to the capital market, commercial law as well as corporate issues and securities law. He supports clients in transactions involving mergers and acquisitions, public and private offerings, as well as bond issues. Rafał Woźniak has represented, among others, Banco Santander in transactions on the Polish financial market, including acquisition of the listed WSE company Bank Zachodni WBK S.A. finalized in April 2011 (worth over EUR 4 billion), as well as the merger of Bank Zachodni WBK S.A. with Kredyt Bank S.A., registered in January 2013 (worth over EUR 5 billion). He also advised on numerous primary and secondary public offerings, including the initial public offerings of Wittchen S.A., InPost S.A., Agroton plc., Pekabex S.A., Poznańska Korporacja Budowlana Pekabex S.A and Enter Air S.A., as well as in offerings of bonds including public bond issue of Warsaw Stock Exchange.

Professional Background

Prior to joining K&L Gates Rafał Woźniak gained experience at international law firms in Poland.

Achievements

  • Chambers Global, Europe, Poland, Equity Capital Markets, 2015 - 2017 - Up-and-coming:
    "a lawyer with an eye for detail and who provides high-end services." According to Chambers Europe, Rafał Woźniak "has extensive knowledge and a strong understanding of customer needs".
  • The Legal 500 Equity - Poland: 2017 - recommended.
  • IFLR 1000 2016: Equity Capital Markets, Debt Capital Markets – Rafał Woźniak (rising star)

Professional/Civic Activities

  • Lecturer at Kozminski University

Additional Information

Publications
Rafał Woźniak is the author and co-author of several articles devoted to capital markets, commercial law and securities, including commenting on the new Bonds Act and the Mortgage Bonds and Mortgage Banks Act.
Initial and Secondary Public offerings
  • Maxcom S.A., a producer of telecommunications devices | Legal advice on initial public offering  and introduction of shares on the Polish market to the trading market on the Warsaw Stock Exchange, comprising inter alia due diligence of the issuer and preparing of the prospectus, as well as legal advice on the corporate governance (ongoing project).
  • A venture capital fund | Legal advice on initial public offering and introduction of shares to trading on the Warsaw Stock Exchange, comprising inter alia due diligence of the issuer and preparing of the prospectus, as well as legal advice on the corporate governance (ongoing project).
  • Brokerage House X-Trade Brokers S.A. | Legal advice on IPO and filing an application to list shares of the leading European brokerage house on the Polish market on the Warsaw Stock Exchange, comprising inter alia due diligence of the issuer's subsidiaries in several jurisdictions.
  • i2 Development S.A. | Legal advice on initial public offering  and introduction of shares on the Polish market to the trading market on the Warsaw Stock Exchange, comprising inter alia due diligence of the issuer and preparing of the prospectus, as well as legal advice on the corporate governance.
  • IPOPEMA Securities S.A., WOOD & Company Financial Services a.s., S.A., Polish Branch and Biuro Maklerskie Alior Bank S.A. - managers and bookrunners | Legal advice on the initial public offering and introduction of shares of InPost S.A. to trading on the main market of the Warsaw Stock Exchange (worth approx. PLN 125 million).
  • Enter Air S.A. | Legal advice on the process of a IPO, and filing an application to list shares on the Warsaw Stock Exchange, involving, among other things, due diligence of the issuer for the purpose of preparing the issue prospectus, as well as on compliance with the corporate governance regulations (worth PLN 98 million).
  • Wittchen S.A. | Advising on the process of IPO, and filing an application to list shares on the Warsaw Stock Exchange (worth approx. PLN 60 million), involving, among other things, due diligence of the issuer for the purpose of preparing the issue prospectus, as well as on compliance with the corporate governance regulations.
  • Poznańska Korporacja Budowlana Pekabex S.A. | Legal advice on the process of a planned IPO, and filing an application to list shares on the Warsaw Stock Exchange of the value of PLN 74 million, involving, among other things, due diligence of the issuer for the purpose of preparing the issue prospectus, as well as on compliance with the corporate governance regulations.
  • Warimpex A.G, one of Austria's leading real estate companies:
    • legal advice on a secondary public offering in 2010 and the admission of shares to trading on the Warsaw and Vienna Stock Exchange, worth EUR several dozen million (dual listing), as well as on compliance with the corporate governance regulations.
    • legal advice on the structuring of the transaction relating to the issue of shares worth approx. EUR 30 million and the admission of shares to trading on the Warsaw and Vienna Stock Exchange, including regulatory advisory in respect of requirements on prospectus.
  • Polnord S.A. | Legal advice on a secondary public offering and the admission of shares to trading on the Warsaw Stock Exchange, worth approx. PLN 50 million, including, among other things, due diligence of the issuer and preparation of the issue prospectus.
  • Dom Maklerski BZ WBK S.A. - domestic lead manager and offeror, and Bank Zachodni WBK S.A. - financial advisor | Legal advice on the initial public offering and introduction of the shares of Agroton Public Limited, the fourth largest agricultural producer in Ukraine, to trading on the main market of the Warsaw Stock Exchange (worth over USD 50 million).
M&A
  • Integer Group | Legal advice concerning the tender offer for shares of Ingerer. pl S.A. announced jointly by AI Prime (Luxembourg) Bidco S.à r.l. and Mr. Rafał Brzoska on 24 February 2017 and concerning the tender offer for shares of in Post S.A. announced jointly by AI Prime (Luxembourg) Bidco S.à r.l. and Mr. Rafał Brzoska on 24 February 2017.
  • Banco Santander | Legal advice on the acquisition of 70.36% of Bank Zachodni WBK S.A. (BZ WBK) from Allied Irish Banks (AIB), for approximately EUR 2.9 billion (PLN 11.67 billion). The acquisition was carried out through a public tender for 100% of the shares of BZ WBK. Banco Santander also acquired AIB's 50% share of BZ WBK Asset Management for EUR 150 million. BZ WBK owned the other 50% stake.
  • Banco Santander (the controlling shareholder of Bank Zachodni WBK S.A.) | Legal advice in negotiations with KBC (the controlling shareholder of Kredyt Bank S.A.) related to the merger of Bank Zachodni WBK S.A. and Kredyt Bank S.A. The scope of the services included preparation of transaction documents, conducting a due diligence review, as well as negotiation of the said documents, followed by the execution of the investment agreement on 27 February 2012. The merger was registered on 4 January 2013. The total pro forma value of the bank was PLN 20.8 billion (EUR 5 billion).
  • PZU S.A., the biggest insurance company in Poland | Legal advice on its acquisition (via a closed-end investment fund vehicle) of 100% of shares in a Polish listed company Armatura Kraków S.A. (in the tender offer for all shares) and delisting of the company.
  • Wola Info, an IT company listed on the Warsaw Stock Exchange | Legal advice on a multi-million strategic investment by Devoteam. The advice included the preparation and negotiation of investment agreements, advising on the requirements of the capital markets, conducting a tender offer for shares and delisting of the company.
Bond issues
  • Warsaw Stock Exchange | Advising Warsaw Stock Exchange on public bond issue of the value of PLN 120m.
  • Bank Polska Kasa Opieki S.A. | Legal advice on the issuance of bonds of the value of PLN 20m. in order to finance the project of building an indoor swimming pool in Kępno.
  • A company operating in non-banking loans sector | Legal advice on public bond issue of the value of PLN 100m.
  • Bank Gospodarstwa Krajowego (Polish national bank) | Legal advice on the process of issuing bonds by Polish company owned by State Treasury. Bonds are issued under bond programme up to the amount of PLN 300 million.
  • MARS FIZ | Legal advice on the ordinary bond issue (value of approx. PLN 50m.) by the closed-end investment fund, including advice on the professional secrecy and investment funds’ rights.