Linklaters Can Deliver the Best Results for Our Clients in Ukraine. We Are

Working with you in Ukraine

Linklaters can deliver the best results for our clients in Ukraine. We are able to meet our clients’ needs on all aspects of cross-border advisory and transactional matters by combining our local expertise and knowledge with the strength of our international network.

We have advised the government, Ukrainian and multi-national companies, Our strengths and capabilities in Ukraine: and a large number of financial institutions on matters ranging from privatisations >>dedicated Ukraine desk, committed to understanding the market and ensuring our to M&A across a range of sectors. clients get the premium service they need to do deals efficiently and effectively We have a dedicated Ukrainian team headed by partners with particular >>very strong Ukrainian financing, M&A, capital markets and dispute knowledge of, and a long established resolution practices track record in, Ukraine. They are well placed to advise across all major >>access to Linklaters global resources and expertise through our regional practice areas in Ukraine, including hub offices in Moscow, Warsaw and London, as well as the rest of the project finance, M&A, banking, Linklaters network capital markets and dispute resolution. >>providing the best international and local advice at every stage of a transaction The members of this team spend a through our close relationships with leading local counsel, ensuring a ‘one team’ substantial proportion of their time approach when working together on Ukraine-related matters and work together seamlessly across jurisdictions and practice areas. >>experts in facilitating communication, including team members with local language capabilities in Ukrainian and Russian The team is fully informed of commercial and legal developments in Ukraine, through close relationships with the best local law firms and regular contact with legal and commercial contacts on the ground.

* Office of integrated alliance partner Allens ** Office of formally associated firm Widyawan & Partners *** Office of collaborative alliance partner Webber Wentzel ∆ Office of best friend firm TT&A Doing the deals Corporate/M&A experience >>Bank Hapoalim BM, the Israel-based >>Ukrainian Railways (Ukrzaliznitsya) includes advising: financial services company, on the on its international debt financings, >>UniCredit Group on the disposal US$95m acquisition of a 76% stake in including the recent restructuring of of its Ukrainian subsidiary Ukrainian Innovation Bank (Ukrinbank) the US$550m loan facility arranged by Ukrsotsbank to Alfa Group entity >>a U.S. private equity sponsor on the Barclays Capital ABH Holdings, in exchange for a proposed acquisition of Volia Cable, >>EBRD on the proposed US$170m 9.9% share in ABH Holdings a leading Ukrainian national cable TV project financing of a 300MW >>Oleg Mkrtchan on the and broadband internet provider combined heat and power acquisition of a 19.9% stake in >>NFI Empik Media & Fashion Group plant (Darnytsia) Polyus Gold International on the acquisition of a 65% majority >>Merrill Lynch International on the >>Intesa Sanpaolo S.p.A. on the sale stake in Magalla Holdings Limited, US$150m Interpipe Group facility of 100% of its Ukraine subsidiary a company running 27 bookstores >>Citigroup on the US$150m syndicated Pravex-Bank to Centragas Holding Bukva in Ukraine revolving credit facility for Kyivstar >>private equity sponsors CVCI and >>OTP Bank on its participation in GSM, a leading provider of mobile Apollo on the acquisition, together the auction for the acquisition of telecommunications services in Ukraine with DCH Group, of Karavan Real UkrSibbank and Ukrsotsbank >>EBRD on the €100m financing for Estate, a real estate group owning >>InBev S.A./N.V. on the €530m the construction and operation of a three shopping malls in Ukraine acquisition of SUN Trade’s 37.75% Greenfield production plant in Ukraine >>DCH Group on the acquisition of an stake in SUN Interbrew by Cersanit SA, Poland’s leading indirect 30% interest in AIM-listed >>Erste Bank der Oesterreichischen manufacturer of bathroom fittings real estate developer XXI Century and Sparkassen AG on the proposed >>Ukravtodor and the Ministry of Finance resulting joint venture acquisition of AVAL Bank of Ukraine on the refinancing of a >>ECRA Holdings Limited (Cyprus) >>BP plc on the US$150m combination US$465m trem loan facility and Ukrainian Metallurgical of BP plc and TNK’s Russian and for Ukravtodor Plants M.S. Ltd (Cyprus) on the Ukrainian oil and gas businesses into >>Milkiland group on the US$100m US$200m sale of a controlling TNK-BP, a 50-50 joint venture. The secured financing facility interest in specialist steel producer, deal represented the largest ever >>a government entity on the US$80m Energomashspetsstal (Ukraine), to investment by a western company in financing of gas infrastructure works Atomenergomash, a subsidiary of Russia and created the seventh largest >>Ukrtelecom, Ukravtodor, Ukrkosmos Russian State Corporation ROSATOM oil company in the world and other Ukrainian state entities >>SV Group on the proposed sale of Banking and projects experience and organisations on their Koktebel (aborted) includes advising: international debt financings >>two of the three shareholders of steel >>Sberbank and Citibank on the >>a Ukrainian state road authority on the group Industrial Union of Donbass on US$420m restructuring of their existing financing the construction of the the sale of a majority interest in the sovereign-guaranteed loans in Ukraine Kiev-Odessa highway group to three Russian purchasers. >>the lenders, on a US$100m syndicated >>Merrill Lynch International on a loan to Russian state bank VEB provided pre-export revolving credit facility for Interpipe group, for the acquisition of the purchasers with acquisition Inerco Trade SA, a Swiss company and 7.63% of Ukrsotsbank’s shares finance. The transaction required the main export and trading company of >>a syndicate of banks on the the separate purchase of the third the Kernel Group, a Ukrainian producer restructuring of the debt of a PXF shareholder’s (E.V.Gayduk) 33% and trader of agricultural commodities facility for Zaporizhstahl interest in the group by our clients >>VTB Capital Plc on the €140m >>Ministry of Finance on the >>shareholders of Industrial Union of facility to State Savings Bank of restructuring of external debt of Donbass on their proposed merger Ukraine (Oschadbank) Naftogaz of Ukraine with Metalloinvest >>Interpipe Limited on the US$887m >>Deutsche Bank AG, as lender, on the >>Stock Spirits Group on their complex multi-facility restructuring upstream joint venture with Cadogan acquisition bid for Ukrainian vodka for the Interpipe Group Petroleum plc in Ukraine producer Nemiroff >>the lenders on the revolving pre-export >>EBRD on the limited recourse financing >>DCH Group on the sale of sector- finance facility for Ferrexpo Group, funded by EBRD for the construction of leading chemicals producer arranged by an international bank an office and commercial centre in Kiev Cherkassy Azot syndicate led by Deutsche Bank AG >>Euratom on financing the upgrade >>Intesa Sanpaolo S.p.A. on its in Amsterdam and modernisation of a nuclear acquisition of Pravex Bank >>Ministry of Finance of Ukraine on power station to replace the damaged >>NFI Empik Media & Fashion Group on various international sovereign debt Chernobyl reactor the acquisition of a majority stake in financings, including the recent >>EBRD on a loan and associated security Maratex Limited, a holding company US$2bn VTB bridge facility arrangements for the Transbalkan operating 58 retail franchise stores >>ABN AMRO Bank N.V. on the Gas Pipeline Project ‘Gastransit’, a in Ukraine, Russia and Kazakhstan US$550m credit facility for Interpipe compressor station in Ukraine as >>TAS Group on the proposed sale of its Group, designated for the capital Phase I of the project aimed to increase life and non-life insurance business increase in Ukrsotsbank Russian gas supplies to Turkey >>a U.S. investment bank on the proposed financing of a biomass plant in Ukraine Restructuring and liability management >>J.P. Morgan Securities Plc and >>JP Morgan, Morgan Stanley and experience includes advising: Deutsche Bank AG on the tender offer UBS on the US$500m 7.875% >>bondholders committee of for cash up to an aggregate principal guaranteed notes due in 2010 of Metinvest B.V. (ongoing) amount of US$300m of the US$500m Ferrexpo Finance Plc >>Goldman Sachs International on the 9.50% senior notes due 2015 issued >>Credit Suisse/Deutsche Bank/ING/ exchange offer and consent solicitation by DTEK Finance B.V. and solicitation of The Royal Bank of Scotland/VTB of the outstanding two series of notes consents to amend the notes terms Capital on the establishment of issued by the City of Kiev >>Ukraine Ministry of Finance on the US$1bn guaranteed medium term note >>Commerzbank AG on the consent exchange offer by Naftogas of Ukraine programme and US$750m 8.75% notes solicitations and an English-law scheme in relation to US$500m 8.125% notes due 2018 issued by Metinvest B.V. of arrangement in respect of the due 2009 issued by Naftogas >>the issuer on the US$350m 7.65% loan US$200m 9.375% notes due 2015, >>Interpipe Ltd on the consent solicitation participation notes due 2011 issued US$150m 5.799% notes dues 2016 in connection with the US$200m by Ukreximbank and US$70m 5.799% notes dues 8.75% notes due 2010 (two consent >>the issuer on the US$120m 8.40% loan 2016 issued by PJSC Privatbank solicitations in 2009 and 2010) participation notes due 2016 issued >>Deutsche Bank AG on the US$180m >>Renaissance Capital on the consent by Ukreximbank exchange offer of the outstanding solicitation in connection with >>BNP Paribas, Credit Suisse 9.50% guaranteed senior notes due US$150m 10% guaranteed notes International, ING, The Royal Bank of 2015, issued by DTEK Finance B.V. due 2010 and US$170m guaranteed Scotland plc and VTB Capital on the through an English-law scheme of notes due 2010 issued by XXI issue of US$500m 10.25% guaranteed arrangement (and consent to change Century Investments notes due 2010 of MetInvest B.V. notes from New-York-law-governed) Debt capital markets experience >>Ministry of Finance of Ukraine on the: >>Deutsche Bank AG, London Branch on includes advising: >>US$1.5bn 7.75% notes due 2020 the exchange offer of the outstanding >>Morgan Stanley on the US$160.724m >>US$500m 6.875% notes due 2015 US$500m 7.875% guaranteed notes 10.375% guaranteed amortising notes >>US$568m 8.750 notes due 2017 due 2016 issued by Ferrexpo Finance plc due 2019 issued by Ferrexpo Finance Plc >>US$700m 6.750% notes due 2017 and solicitation of consents to amend the >>Barclays Bank PLC, Morgan Stanley >>US$500m 6.385% notes due 2012 notes terms & Co. International plc and SIB on the >>US$1bn 6.58% notes due 2016 >>Morgan Stanley & Co. International US$500m 9.500% loan participation >>JPY 35.1bn 3.2% notes due 2010 plc on the US$500m exchange offer notes due 2018, RegS / 144A of State >>CHF 384m 3.5% notes due 2018 to holders of the outstanding 7.875% Administration of Railways Transport of guaranteed notes due 2016 issued by Ukraine (Ukrzaliznytsia) Equity capital markets experience Ferrexpo Finance plc >>Deutsche Bank, ING, JP Morgan, includes advising: >>Deutsche Bank AG on an exchange Sberbank, UniCredit, VTB Capital on >>Cadogan Petroleum Plc on the offer in relation to US$500m the US$750m 7.875% senior notes due £531.5m global offer of ordinary shares 10.25% guaranteed notes due 2015 2018 of DTEK Finance plc to institutional investors in the UK, of Metinvest B.V. and issuance of >>State Savings Bank of Ukraine qualified institutional buyers in the US$289,734,000 10.5% guaranteed (Oschadbank) on their US$500m U.S. and certain institutional investors notes due 2017 of Metinvest B.V. 8.875% notes due 2018 and certain institutional investors in >>ING Bank N.V., London and BNY >>J.P. Morgan Securities plc, Morgan the rest of the world Mellon Corporate Trustee Services Stanley & Co. International plc and VTB >>J.P. Morgan Cazenove and Deutsche Limited on the consent solicitation Capital plc on the US$750m 8.25% Bank AG on the IPO of Ferrexpo plc, by First Ukrainian International senior notes due 2020 issued by the first Ukrainian company to list on Bank relating to the outstanding MHP S.A. the London Stock Exchange US$252.488m 11% notes due 2014 >>Mriya Agro Holding Public Limited on >>global co-ordinators on the IPO >>HSBC on consent solicitation in their US$400m 9.45% guaranteed of a Ukrainian bank on the London connection with US$150m 9.75% notes notes due 2016 Stock Exchange due 2010 issued by First Ukrainian >>Mriya Agro Holding Public Limited >>the issuer on the IPO of a International Bank US$30m Euro-commercial Ukrainian corporate on the Warsaw >>Mriya on the tender offer for any and all paper programme Stock Exchange of US$250m 10.95% guaranteed notes >>Credit Suisse, JP Morgan and UBS Dispute resolution due 2016 and new issue of US$400m Limited on the US$175m 10.875% loan 9.45% guaranteed notes due 2018, We have successfully advised on participation notes due 2018 issued by issued pursuant to Rule 144A and a number of high value disputes in PJSC Privatbank Regulation S by Mriya Agro Holding Ukraine, all of which are confidential. Public Ltd >>Deutsche Bank AG, London Branch on the US$734m Series 2. 10.50% >>Credit Suisse International on the guaranteed amortising notes due 2017 consent solicitation in connection with issued by Metinvest B.V. US$125m 10.125% loan participation notes due 2010 issued by Vseukrainsky >>HSBC and UBS on the issue of Aksionerny Bank US$200m 9.375% LPNs due 2015 of PJSC Privatbank 5.2% Linklaters

6.0% Skadden Arps Slate Meagher & Flom 17.0% Cleary Gottlieb Steen & Hamilton 6.2% White & Case 13.4% Cravath, Swaine & Moore Weil Gotshal & Manges 8.4% Number one for M&A in CIS Freshfields Bruckhaus Deringer

12.6% Debevoise & Plimpton Allen & Overy 9%

11.3% Herbert Smith Freehills

Percentage of total value of M&A deals advised on 10.9% by the top 10 firms for any announced deals in CIS, 2010 – 2015 (Mergermarket)

“Linklaters LLP is ‘one of the preferred firms for emerging markets work – consistent and reliable’.” Legal 500 UK 2015, Finance: Emerging Markets

“Sources say: ‘I like the team’s broad knowledge, experience in the CIS region and understanding of the peculiarities of local regulations’.” Chambers Europe 2015, Corporate/Commercial: CIS

Key contacts

Daniel Tyrer Mirthe van Kesteren Projects Partner, London Banking Partner, London Tel: +44 20 7456 5990 Tel: +44 20 7456 5446 [email protected] [email protected]

Daniel Cousens Dominic Sanders Corporate Partner, Warsaw Corporate Partner, Moscow Tel: +48 22 526 5113 Tel: +7 495 797 9770 [email protected] [email protected]

Cecil Quillen Olga Fedosova Capital Markets Partner, London Managing Associate, London Tel: +44 20 7456 4347 Tel: +44 20 7456 5539 [email protected] [email protected]

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