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Bulgaria & CEE 2014Strong macro conditions & welcoming to
foreign business
Real GDP Growth shows CEE recovery
Dependent on G7 recovery, with above-average growth
Highly decoupled from G7, with in-line growth
Highly dependent on G7 recovery, with in-line growth
Decoupled from G7, with above average growth
G7
LATAM
Europe
APAC
Eurasia
United Kingdom
G7
Germany
Bulgaria
RussiaPolandHungary
India
China
Romania
France
Bulgaria decoupled & Above Average Growth
LAT AM
EU
Trends
Family Succession
Blue-chip
Melting pot of access & finance
Many well-run family businesses entering a unique decade of expansion & succession
Strong bidders & partners since 2009. Financing up to EUR 100m equity
Main M&A & FDI activity 2012-2013 from multinationals. Why? - skills, finance, security & market proximity
CEE sits centrally to Russia, CIS, Turkey, Middle East & Western Europe. Options for business & finance from all emerging markets
Private CEE Investment groups
5
In EUR billion
2007 2009 2011
CEE 136 80 105
Emerging Asia 260.7 234.6 315.4
Latin America 128.1 111.1 160.9
Middle East North Africa
60.3 56.61 29.83
China 61.8 70.7 91.5
India 18.6 26.0 23.8
Brazil 25.3 18.6 49.1
Source: CEEMEA Business Group research
FDI inflows into CEE are some of the strongest
Which companies to partner with? Ownership structure & performance in CEE
Bistrova/Lace ‘Ownership structure in CEE and its influence on stock performance’
0%
2%
4%
6%
8%
10%
12%
14%
Financial Strategic Government Family Mixed
RO
E,
NP
M
0%
10%
20%
30%
40%
50%
60%
Eq
uit
y R
atio
ROE Net Profit Margin Equity Ratio
Partnering with CEE firms (legal structures)
Control Board seats, Business Plan & out-of-budget approvals & vetoFocus on signature rights & CFO, Focus on local Articles of Association, Focus on IPR
Financing Debt structures and security
Returns Preferred shares & dividend rate Liquidation preferences, IRR hurdles Exit rights of pre-emption, drag & tag
All common English law terms available in CEE
Joint Shareholder terms
Protection Anti-dilution protections (absolute and preferred conversion rates)Escrow arrangementsShare registration mechanisms to prevent registration of transfers
Management performance
Employee v’s owner distinction Empirical performance criteria for annual bonus and enhanced shareholder return
• The leading law firm in CEE - over 330 lawyers in 13 countries
• Our mission - comprehensive multidisciplinary advice to fit with the objectives of our clients
• Dedicated sector teams
• Deep industry know-how and expertise to address industry-specific legal issues
• Advised on the majority of Top 10 transactions in Bulgaria each year since 2008
‘Austrian Client Service Law Firm of the Year 2011‘Austrian Law Firm of the Year 2008 & 2009’‘Eastern European Law Firm of the Year 2006’
‘Austrian Law Firm of the Year 2003, 2006, 2007 & 2011’‘Czech Republic Law Firm of the Year 2007 & 2010’‘Hungarian Law Firm of the Year 2009’
Law Firm of the Year Eastern Europe and the Balkans 2012Law Firm of the Year CEE 2010Law Firm of the Year SEE & the Balkans 2009
Wolf Theiss
Richard Clegg, PartnerWOLF THEISSRainbow Centre29 Atanas Dukov StreetBG - Sofia 1407 T +359 2 8613 700M +359 888 101 [email protected]
Richard Clegg is a partner of Wolf Theiss and advises on a wide range of corporate and financing transactions. Previously in industry, he was the the General Counsel & Group Investment Director of Bulgaria Telecom, and the CEO of NURTS, Bulgaria’s largest television and radio broadcasting company. His recent work includes advising, amongst others, Pfizer, Johnson Matthey, Johnson Controls, H&M, Kodak, Gazprom, Lukoil, and Vestas in Bulgaria and across CEE on manufacturing & project development, corporate joint ventures and M&A, and corporate financing.
Richard was educated at the Manchester Grammar School, University College London, and INSEAD.
Anna Rizova is a partner of Wolf Theiss and has been involved in most major M&A and privatization transactions in Bulgaria, assisting clients throughout the whole transactional process including legal due diligence of target companies, transaction structuring, and execution. She has led many cross-border investment projects and is recognised in particular for her considerable expertise in managing multinational assignments. Anna focuses on competition & regulatory compliance issues as well as licensing and project execution. Previously the General Counsel of Kozloduy Nuclear Power & Mobikom, Anna has particular expertise in the telecom and power sectors.
Anna was educated at Sofia University and speaks fluent English, Russian, French and Bulgarian.
Anna Rizova, PartnerWOLF THEISS Rainbow Centre29 Atanas Dukov StreetBG - Sofia 1407 Tel: + 359 2 86 13 700Fax: +359 2 80 70 [email protected]
