Banking and Finance, Capital Markets, Corporate and M&A

Acting for Bank of Georgia on matters of Georgian law in connection with the listing on the London Stock Exchange of Loan Participation Notes ($200,000,000) in the first ever public debt offering by a Georgian company on Western markets.
Advising the Government of Georgia on various issues, including drafting major amendments to Sovereign Debt Law and implementing Normative Acts, for its debut $500 million sovereign bond offering.
Advising Bank of Georgia on matters of Georgian law in connection with issuance of GEL 500,000,000 11.00% notes due 2020 admitted to listing to the official list of the Irish Stock Exchange and trading on its regulated market.
Acting for Bank of Georgia holding company (JSC BGEO Group) on matters of Georgian law in connection with the issuance of US$ 350,000,000 6.00% notes due 2023 admitted to listing to the official list of the Irish Stock Exchange and trading on its regulated market.
Advising issuer JSC Georgian Leasing Company (GLC) and its 100% shareholder JSC Bank of Georgia, in respect of issuance of GEL 10,000,000 bonds to be listed on the Georgian stock exchange.
Advising TBC Bank on Georgian law matters related to the issuance and listing of GDRs (exceeding $235,000,000) on the London Stock Exchange.
Acting as Georgian counsel to Bank of Georgia in its premium listing on the London Stock Exchange – the first ever by a Georgian company. The transaction involved a corporate re-organization of the bank under a UK holding company, a tender offer exchange of its LSE-listed GDRs and Georgian-listed shares, for directly listed shares of the new UK holding company. Deal value approximately US $400 million.
Acting for JSC Bank of Georgia on matters of Georgian law in connection with the liability management transaction of the Bank comprising: (i) the invitation to holders of the U.S.$400 million 7.75% notes due 2017 to tender for purchase, for cash, some or all of their notes; and (ii) the seeking of the consent of the noteholders, upon tendering their notes, to consent, by extraordinary resolution, to certain changes to the terms and conditions of the notes.
Acting for JSC Silknet in connection with the issuance of GEL 34,000,000 bonds to be listed on Georgian Stock Exchange, with floating interest rate, due 2022
Acting for Rabobank and another major Western European bank in separate financings of petroleum products circulating as inventory in the tank farm at Poti Port.
Providing legal support to EBRD in debt transaction involving the financing and construction of a new steel plant in Georgia ($27 million).
Advising Agricultural Bank of China Holding Co., Ltd on financing the purchase of an aircraft by Georgian company.
Acting for a European multilateral development bank in due diligence and regulatory advice for a possible US $100 million loan to one of the major Georgian telecommunications and media providers.
Acting for APM Terminals (Maersk/A.P. Moller Group) in due diligence, documentation and negotiations to acquire an 80% stake in the Poti Sea Port Corporation.
Advising TBC Bank on its acquisition of the assets and liabilities of JSC Progress Bank. Work included performing the due diligence on the target assets and liabilities, drafting the full set of transaction documentation, advising on the nature of the assets, and assisting the client in mitigating associated risks and potential legal complications.
Advising TBC Bank on acquisition of the Georgian subsidiary of Societe Generale S.A. – JSC Bank Republic for GEL 315 million (£103 million). Nino’s work focused on due diligence on the target bank.
Acting for a US private equity fund in the acquisition of substantially all of the shares in a publicly listed Georgian brewery.
Acting for Ukraine’s leading private bank in acquisition of a 75% interest in a Georgian bank through subscription to shares.
Acting for a consortium of European institutional investors on due diligence and acquisition of Georgia’s largest microfinance organization.
Acting for the owners of Georgia’s largest cellular communications provider in due diligence to support sellers’ representations and warranties in an agreement to sell the company to a private equity group.
Advising a major foreign bank and its Georgian subsidiary on the Georgian law issues related to an international employee share offering within the framework of annual employee share ownership program. Advice includes issues of securities law, tax law, data protection requirements, employment law, necessary filings and approvals, etc.
On-going corporate advice to a French pharmaceuticals company in relation to its Georgia operations.
Advising shareholders of a leading pharmaceutical company in Georgia in relation to potential sale of 100% of shares in the company.

Regulatory Advice and Litigation

Advising SOCAR Georgia Petroleum on appeal of the decision of the Competition Agency of Georgia based on which fines were imposed on SOCAR Georgia Petroleum and several other companies.
Representing Booking.com B.V. in the proceedings with the Georgian Competition Agency, which was considering whether to launch an investigation in Booking.com’s so–called “MFN” clauses.
Acting for the European trustee of industrial, commercial and other assets in Georgia to preserve and protect the properties in the context of multi-jurisdictional litigation between competing claimants to the properties.
Advising banking and securities regulatory regime for provision of brokerage services to Georgian clients by non-Georgian investment banking firms.
Advising on Georgian regulatory regime governing telecommunications activity, as sub-contractor for US consultant to Georgian telecom provider, funded by US Trade Development Agency.
Advising on Georgian regulations governing of Georgian banks as sub custodians by German banks.
Advising a leading Georgian company on competition law issues related to tariff setting.
Advising a European beverage manufacturer in relation to corporate and regulatory issues with respect to one of the major wine-making businesses in Georgia.
Acting for one of the largest automotive trading companies on high profile matter regarding termination of employment of the former director of its local entity and various allegations and claims that a former director had against the company.
Advising a leading telecommunications operator with respect to a wide range of employment advice in Georgia, including drafting employment contracts and negotiating conditions and overtime issues.
Acting for Tethys Petroleum Limited in the acquisition of 56% interests in three Production Sharing Contracts (“PSCs”) (a form of upstream oil and gas production concession used in many former Soviet countries), and 100% interests in two other PSCs.
Acting for the Romanian exploration company, Marexin, in its Production Sharing Contract (PSC) negotiations with the Georgian State Agency for Oil and Gas Resources, and the Georgian Oil and Gas Corporation, for offshore Black Sea petroleum and gas hydrate extraction rights.