Gerli Kivisoo
Partner
+372 640 7170
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Gerli specializes in commercial law, mergers and acquisitions and capital markets. Gerli considers as some of her most important works the public offer and listing transactions of major Estonian securities, where she has been the leading expert. The advised issuers include more than half of the companies listed and traded on Nasdaq Tallinn Stock Exchange today but Gerli’s experience is not limited to Estonia – she has also advised the first public offer of a Latvian cosmetics company and its admission to trading in the multilateral trading facility First North, and the admission to trading on the Stockholm alternative market of a Russian oil and gas company. Before the foundation of Primus law firm, she worked as an associate partner at LAWIN (currently known as Cobalt) . At LAWIN she was the leading advisor for several major cross-border transactions in the Baltics and the CEE region. She was also the head of the Capital Markets practice group at LAWIN.
Gerli Kivisoo
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Key projects
Advising the leading Baltic real estate group Arco Vara AS with regard to the public offer and issue of new shares
Advising the leading Latvian organic and natural cosmetics producer AS Madara Cosmetics on the initial public offer of shares in Estonia and Latvia and admission to trading on Nasdaq First North alternative market in Riga
Advising the leading telecommunication company AS Starman’s acquisition transaction regarding the buyout of East Capital Explorer (transaction value ca EUR 208 million) and later advising the sale of AS Starman to Elisa Corporation
Advising gaming and entertainment service provider Olympic Entertainment Group (listed on Nasdaq Tallinn) on the sale of Hilton Tallinn Park hotel to East Capital for EUR 48 million
Advising the largest domestic financial group and capital provider AS LHV Group on organising the initial public offer of shares and subordinated bonds and their listing on Nasdaq Tallinn
Advising national fruit wines and ferments producer AS Linda Nektar regarding the admission to trading of their shares on First North alternative market
Advising Elering AS on the acquisition of the Estonian gas transmission network from Fortum (incl. due diligence), Gazprom and Itera Latvija
Advising the client on post-acquisition internal corporate restructuring
Advising the client on post-acquisition internal corporate restructuring
Advising Selena Oil & Gas Holding AB on the acquisition of several Russian oil and gas producers, the reverse acquisition of Emitor Holding AB and listing on NASDAQ OMX Stockholm’s alternative market First North
Estimated transaction value USD 80 million
Estimated transaction value USD 80 million
Initial public offer (IPO) of the shares of AS Premia Foods (leading Baltic and Nordic producer of brand foods) and listing on NASDAQ OMX Tallinn Exchange
Advising Nasdaq Inc. on the acquisition of OMX, which is the operator of the Tallinn Exchange and the Estonian Central Securities Depository
News
LHV pension funds to invest in renewable energy company Sunly
LHV’s pension funds are set to invest up to 14 million euros in the bonds of the renewable energy company Sunly Land. With the investment, the company plans to grow its renewable energy portfolio, extending its business operations in Poland.
The pension fund investment will be made in the form of bonds with an interest rate of 8%. The renewable energy company’s bonds will be redeemed after five years.
LHV pension fund portfolio manager Maarja Pärs says that three important aspects make the Sunly investment special. “We’re contributing to the growth of Estonian capital abroad, we’re championing the rise of green energy and we’re earning decent returns for our pension clients,” she said. “So that’s three good things in one.” Pärs added that in making investments LHV is always guided by the principle that every injection of capital should be based on mutually beneficial relations. “Sunly’s growing very nicely at the moment and we feel we can be of use to each other as it continues to grow,” she explained.
In addition to Poland, Sunly is also constructing solar parks in Estonia, where the company is developing wind parks both on land and at sea. In its 1,5 year of operations, it has invested 25 million euros in renewable energy.
LHV pension funds are managed by AS LHV Varahaldus. The funds have approximately 185,000 clients. LHV offers both actively and passively managed II and III pillar pension funds valued at almost 1.5 billion euros in total.
LHV pension funds were advised on the investment by Ellex Raidla’s Partners Ermo Kosk and Gerli Kivisoo, and Counsels Toomas Kasesalu and Rain Raa.
Read more here.
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Financials & InvestmentsField of practice
Banking & Finance
We advised LHV Group in relation to the public offering of subordinated bonds
Our Partner Gerli Kilusk and Senior Associates Kadi Sink, Alla Kuznetsova and Anneli Krunks advised LHV Group in relation to the public offering of subordinated bonds.
The public offering of AS LHV Group subordinated bonds ended on Friday, 25 September. As the initial issue volume of EUR 25 million was oversubscribed, LHV Group used its right to increase the issue volume to the maximum permitted volume of EUR 35 million.
Altogether 3,069 investors participated in the issue, subscribing to subordinated bonds for a total of EUR 85.3 million. This means that the initial issue volume was oversubscribed 3.4 times. The subscription period started at 10.00 on 16 September and ended at 16.00 on 25 September.
"Investors showed great interest and trust towards LHV and our ambitions. LHV’s largest bond issue to date, was subscribed to by the most investors to date and they also wished to invest the highest sum to date. The funds raised help us strengthen our capital structure and support the growth of our business and market position. The loan portfolio of LHV is growing swiftly, also we are finalizing the acquiring of Danske’s Estonian corporate and local governments' credit portfolio. As with previous issues, we wanted to see all subscribers as our investors, however regarding the allocation of bonds we preferred the existing securities’ owners first and secondly customers of LHV," Madis Toomsalu, CEO of LHV Group commented.
As a result of the issue LHV Group issued subordinated bonds with a nominal value of 1,000 euros, an interest rate of 6.0% per annum and a maturity date of 30 September 2030. The bonds will be listed on Nasdaq Tallinn Stock Exchange.
LHV Group is the largest domestic financial group and capital provider in Estonia. LHV Group's key subsidiaries are LHV Pank and LHV Varahaldus.
Read more HERE.
Advising LHV Group AS in relation to the public offering of additional subordinated bonds
Our Partner Gerli Kilusk and Associate Kadi Sink are advising LHV Group in relation to the public offering of additional subordinated bonds.
LHV offers publicly up to 15,000 additional subordinated bonds of LHV under the name of ”LHV Group subordinated bond 28.11.2028” with the nominal value of EUR 1,000, interest rate offered to the investor 6.0% per annum and maturity date 28.11.2028. LHV has the right to increase the offering volume until issue date by EUR 5 million and issue up to 5,000 additional subordinated bonds as a result of which the total number of the bonds offered in the course of the public offering may be up to 20,000 and the total volume of the offering may rise to EUR 20 million. The public offering is carried out only in Estonia.
The offering is the first part of LHV’s previously approved bond program. Under the program, LHV intends to issue subordinated bonds in a total volume of up to EUR 45 million in the course of several issues.
Read more HERE.
We are advising AS LHV Pank on the acquisition of the loan portfolio of Versobank AS
AS LHV Pank and Versobank AS (under liquidation), have on December 19 entered into an agreement, according to which AS LHV Pank will acquire the loan portfolio of Versobank AS for approximately EUR 18.4 million.
The loan portfolio is acquired as a loan portfolio company, consisting of loan and collateral agreements and two employees related to the portfolio. The loan portfolio contains loans to Estonian companies in the amount of approximately EUR 17 million as well as loans to Estonian resident private customers in the amount of approximately EUR 3 million.
"We are actively seeking possibilities to grow our business. Increasing the loan portfolio is of critical importance for us in order to increase interest income and raise efficiency, given the existing cost base," said Erki Kilu, Chairman of the Management Board of LHV Pank. "Although, the loan portfolio of Versobank is not big, it is a well-secured portfolio with an interest rate that meets our expectations. Furthermore, acquisition of the loan portfolio gives us real experience of how the loan and collateral information systems work also in case of acquired agreements."
According to the concluded agreement, the acquisition transaction is to be closed presumably on January 28, 2019.
The transaction is advised by our Partner Gerli Kilusk.
Advising LHV Group AS in relation to the public offer, listing and admission to trading of subordinated bonds
Our Partner Gerli Kilusk, Senior Associate Helen Ratso and Associate Kerstin Jürgenson are advising LHV Group in relation to the public offer, listing and admission to trading of subordinated bonds. In total 16,000 subordinated bonds with a nominal value of 1,000 euros will be offered.
LHV offers publicly up to 16,000 subordinated bonds under the name of “LHV Group subordinated bond 28.11.2028” with the nominal value of 1,000 euros, an interest rate of 6.0% per annum and maturity date 28.11.2028. The Company has the right to increase the offering volume until the issue date by EUR 4 million and issue up to 4,000 additional subordinated bonds as a result of which the total number of the bonds offered may be up to 20,000 and the total volume of the offering up to EUR 20 million. The public offering is carried out only in Estonia.
The offering is the first part of LHV’s previously approved bond program. Under the program, LHV intends to issue subordinated bonds in a total volume of up to EUR 45 million in the course of several issues.
Read more HERE.
Ellex Raidla advises the sale of Olympic Entertainment Group AS to Odyssey Europe AS for 288.5 MEUR
Ellex Raidla team advises HansaAssets OÜ and Hendaya Invest OÜ on the sale of Olympic Entertainment Group to Odyssey Europe AS.
Odyssey Europe, a company belonging to the Novalpina Group, has announced its intention to make a takeover bid for the acquisition of shares of Olympic Entertainment Group AS at a price of 1.9 euros, which is 3.26% higher than the weighted average exchange price of the last six months for OEG shares.
The two majority shareholders of Olympic Entertainment Group AS, Armin Karu and Jaan Korpusov, have already accepted the offer.
Armin Karu commented in the press release that having started a small business in Estonia 25 years ago, he is proud that OEG has grown into such a large-scale enterprise with an exemplary business model and a strong position in six EU member states." The Novalpina Capital team has considerable experience with such investments that help companies expand their operations both geographically as well as digitally. Their vision is impressive and I am sure that they will become OEG's proud and business-driven owner. As the largest shareholder, I find the price offered fair and I encourage the shareholders to accept the offer," said Karu.
Madis Jääger, Chairman and CEO of OEG, also pointed out that over the years, Olympic has expanded its activities outside the home market in the Baltic States. "In the future, in the face of ever-increasing competition in online games, we need to increase our investments in the digital platform. We are confident that Novalpina Capital will be a good choice as a future owner to support these investments," he said.
After concluding the deal, the buyer intends to stop listing the shares of Olympic Entertainment Group AS on Nasdaq Tallinn Stock Exchange.
Novalpina Capital is a European private equity investment company, focusing on majority investments in medium-sized European companies. Before the establishment of the company in 2017, its founders were top European investment executives in leading global investment companies.
The transaction is advised by Ellex Raidla entertainment lawyers Gerli Kilusk, Ermo Kosk and Associate Kerstin Jürgenson. Learn more about the industry here.
Education
University of Tartu
Bachelor of Laws (LL.B.), officially equivalent to MA
Bachelor of Laws (LL.B.), officially equivalent to MA
Membership
2005
Estonian Bar Association
Member
Member
2003
Moot Court Society
Member
Member
2000
Estonian Debating Society
Member
Member
Publications
Juridica, 2004 /10, 700 -711
2004
Juridica, 2004 /10, 700 -711
Tripartite Labour Relations.