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Mantas Gofmanas

Senior Associate

Vilnius, Lithuania

+370 5 251 4444; 251 4445

mantas.gofmanas@tgsbaltic.com

English, Lithuanian, Russian and German

MAJOR PROJECTS

Advised UAB Maxima Grupė in arranging and approving the medium term note programme of up to EUR 1 billion and issuing a EUR 300 million first bond issue under the programme, as well as admission thereof to trading on the Dublin Stock Exchange and AB Nasdaq Vilnius. This is the first time when a company of private capital of Lithuania successfully entered into international capital market, offering a biggest bond issue of a private company in the Baltic States (2018);

Advised UAB Lietuvos energija in arranging and approving the medium term note programme of up to EUR 1.5 billion and issuing a EUR 300 million first bond issue under the programme, as well as admission thereof to trading on the Luxembourg Stock Exchange and AB Nasdaq Vilnius (2018);

Advised AUGA group, AB and its largest shareholder, Baltic Champs Group, UAB in implementing a biggest secondary public offering (SPO) of shares in the company in Lithuania (EUR 36 million), also in admitting the new shares to trading on the Polish and Lithuanian regulated markets (Warsaw Stock Exchange and AB Nasdaq Vilnius), and transferring all the shares from the Additional Trading List to the Official Trading List of Lithuanian regulated market (2018);

Advised UAB Medicinos bankas in approving the subordinated bond issue programme of up to EUR 10 million and public offering of the first EUR 2.2 million bond issue under the programme, as well as admission thereof to trading on AB Nasdaq Vilnius (2018);

Advised AB AviaAM Leasing and its certain shareholders in delisting the shares of the company from trading on the Warsaw Stock Exchange. This is the first case of this kind when the shares of a Lithuanian issuer the shares of which are traded on a foreign regulated market are delisted from it. Furthermore, the takeover bid aimed at delisting the shares of the company from trading on the regulated market was one of the most successful transactions of this kind recently (during the process almost 85% of all the shareholders of the company to whom the takeover bid had been submitted sold their shares and the value of bought-up shares exceeded EUR 10.150 million);

Advised joint bookrunners Dom Maklerski PKO Banku Polskiego w Warszawie, Swedbank, AB and Trigon Dom Maklerski S.A. in performance of the initial public offering (IPO) of AB Novaturas in Lithuania, Poland and Estonia, also admitting its shares to trading on the Warsaw Stock Exchange and AB Nasdaq Vilnius. After the implementation of this public offering, over EUR 22 million has been raised. During this process, for the first time in the Baltic States, the strategic investor (Enterprise Investors) partly recouped its investments by implementing the IPO (2017–2018);

Advised AB INVL Technology and AB INVL Baltic Real Estate in their transformation into special closed-ended investment companies. These where the first ever transactions in Lithuania when listed companies were transformed into investment companies, supervised by the Bank of Lithuania (2016-2017);

Advised City Service, a holding company managing one of the largest corporate groups engaged in facility management and integrated utility services in Europe in establishment of a European Company (Societas Europaea, SE), admission of its shares to trading on the Warsaw Stock Exchange and delisting of its shares from trading on AB Nasdaq Vilnius. This project was a first one, when a listed company was transformed into a European Company (2015-2016);

Advised Baltic Champs, UAB, a major producer of champignons, in structuring and implementing the merger with AB Agrowill Group, the major agricultural goods producer with shares listed in Vilnius and Warsaw Stock Exchanges. The transaction was the first of such type in Lithuania. Total value of the transaction amounted to almost EUR 30 million. After the merger transaction, he also advised the company in implementing a mandatory tender offer to buy up the remaining voting shares in AB Agrowill Group. This was the first mandatory tender offer made in Lithuania, during which shares were purchased on two stock exchanges (AB Nasdaq Vilnius and Warsaw Stock Exchange) (2014);

Advised ING Securities S.A. and Rubicon Partners Corporate Finance S.A. in connection with the initial public offering of AB AviaAM Leasing to investors in Poland and admission of shares thereof to trading on the Warsaw Stock Exchange. This public offering, which raised over PLN 112 million, was the second largest IPO in Lithuania over the last 13 years (2013);

Advised FR&R Invest IGA S.A., Swedbank group company, in submitting and implementing the mandatory tender offers to buy up the remaining voting shares of company group ALITA, AB and AB Anykščių Vynas, also in addressing the Bank of Lithuania for reduction of the offer prices (these were the first times in Lithuania that the offer prices were successfully reduced) (2011–2012);

Advised Rubicon Partners Corporate Finance SA and Dom Maklerski IDM SA in connection with offering of newly issued shares of AB Agrowill Group to investors in Poland and admission of the company’s shares to trading on the Warsaw Stock Exchange, also admission of the newly issued shares to trading on AB Nasdaq Vilnius. This transaction was the first admission of shares of a company registered in Lithuania to trading on regulated markets of two countries (2011);

Advised Valeant Pharmaceuticals International, Inc. in submitting and implementing a mandatory tender offer to buy up the remaining voting shares of AB SANITAS (transaction value: approx. EUR 19.8 million) (2011);

Advised Rubicon Partners Corporate Finance SA and Dom Maklerski BZ WBK SA in connection with initial public offering of newly issued shares of AB Avia Solutions Group to investors in Poland (transaction value – EUR 19 million) and admission of the company’s shares to trading on the Warsaw Stock Exchange. This transaction was the first admission of shares of a company registered in Lithuania to trading on foreign regulated market (2010–2011);

Represented a major private and risk capital holder in the Baltic States BaltCap OU in establishing the first risk capital fund in Lithuania, investing into small and medium-size enterprises in Lithuania. It is a part of the Lithuanian initiative of the JEREMIE Holding Fund controlled by the European Investment Fund (EIF) (2010).

OTHER EXPERIENCE

Advises the lead manager UAB FMĮ INVL Finasta in carrying out the secondary public offering (SPO) of outstanding shares of AB INVL Baltic Real Estate, by which the major shareholder of the company AB Invalda INVL seeks to sell a part of its interest in the company (2018);

Represented AB INVL Asset Management and funds managed by it regarding acquisition of stake in Lithuania SME Fund and BaltCap Latvia Venture Capital Fund from UAB SEB Venture Capital (2017);

Represented UAB FMĮ Finasta and its clients regarding structuring of the issue and acquisition of convertible bonds of AS Lauma International. The bonds were issued in order to partly finance the acquisition of Felina International AG by AS Lauma International (2017);

Advised AB INVL Technology and AB INVL Baltic Real Estate on over EUR 10 million and 9 million respectively public share offerings and admission of the new shares to trading on Nasdaq Vilnius (2015-2016);

Advised AB Avia Solutions Group in implementing the secondary public offering of the newly issued shares to the selected investors and admitting them to trading on the Warsaw Stock Exchange. During this offering almost EUR 15 million was raised (2014);

Counselled AB Grigiškės on secondary public offering of its newly issued shares to the existing shareholders as well as to other investors (2013);

Advised AB Klaipėdos Nafta in connection with offering of its newly issued shares to the existing shareholders of the company and their admission to trading on AB Nasdaq Vilnius (transaction value: about EUR 15 million) (2012);
Acted as legal adviser of KJK Fund SICAV-SIF, Firebird Republics Fund, Ltd.and Firebird Avrora Fund, Ltd. in submitting and implementing a mandatory tender offer to buy up the remaining voting shares in AB Snaigė (2011);

Advised the European Bank for Reconstruction and Development and other shareholders of AB Šiaulių Bankas in submitting and implementing the mandatory tender offer to buy up the remaining voting shares of the bank. Advised AB Šiaulių Bankas in performing a secondary private placement of its shares (transaction value: EUR 7.4 million) (2009–2010);

Represented the leading corporate financial advisor in Scandinavia and in the Baltic States, Swedbank Corporate Finance regarding the initial public offering of AB Linas Agro Group shares, the total value of which was EUR 28 million (2009–2010);

Counselled UAB Melesta, a metal processing company operating in five major cities of Lithuania, on issues of business restructuring and initiation of restructuring proceedings (2009–2010);

Counselled UAB ARMITANA, one of the major companies controlling the network of footwear shops in Lithuania in disputes with its lessors (2009);

Assisted UAB FMĮ Orion securities, one of the major financial intermediaries in Lithuania, in due diligence of corporate and regulatory documents (2009);

Counselled UAB COWI Lietuva, a major company providing engineering consulting and design services in reorganising its group companies (2008–2009);

Advised a shareholder of AB LEO LT regarding a mandatory tender offer to buy up the remaining voting shares of the company (2008);

Counselled one of the major television channels in Lithuania in the merger by acquisition of UAB Vakarų Lietuvos Televizija (2008);

Counselled the concern VIKONDA UAB in transformation of the controlled companies group (2008);

Assisted in connection with legal due diligence of AB Lietuvos Energija and

AB Rytų Skirstomieji Tinklai (2007);

Assisted in connection with legal due diligence of AB Stumbras (2007);

Participated in legal due diligence of UAB MG Baltic Media and its subsidiaries (2007);

Represented Enterprise Investors and assisted in connection with due diligence of the major Lithuanian tour operators, Novaturas, Aviaturas ir Partneriai and Excursus (2007);

Represented Gebr. Heinemann in connection with opening of a duty-free shop in Vilnius International Airport (2007);

Represented the client and assisted in legal due diligence of a major telecommunications company in Lithuania (2006).

PUBLICATIONS

  • New issue to the finance market: friendly visits of the Bank of Lithuania (Lit. Naujovė finansų rinkai: draugiški Lietuvos banko vizitai) // Verslo žinios, November 2017;
  • Lithuanian legislation at last accorded with the Market Abuse Regulation (Lit. Lietuvos reguliavimas pagaliau suderintas su Reglamentu dėl piktnaudžiavimo rinka) // Verslo žinios, October 2017;
  • Redundant requirement for share transfer transactions abolished (Lit. Panaikintas perteklinis reikalavimas akcijų perleidimo sandoriams) // Verslo žinios, September 2017;
  • New regulation ensures an easier life for funds (Lit. Dėl naujo reguliavimo – lengvesnis fondų gyvenimas) // Verslo žinios, June 2017;
  • More legislation and clarity for listed companies (Lit. Biržos įmonėms – daugiau reglamentavimo, bet ir aiškumo) // Verslo žinios, November 2016;
  • Changes for bond dealers and buyers (Lit. Nuo šiandien pasikeitimai obligacijų platintojams ir pirkėjams) // Verslo žinios, November 2016;
  • Consider Structuring an Investment Company (Fund)? Why Not Do This in Lithuania? // CEE LEGAL MATTERS, October 2016;
  • Reanimation of KŪB and TŪB status: funds rubbing hands (Lit. Reanimuos KŪB ir TŪB statusus: fondai trina rankomis) // Verslo žinios, April 2016;
  • The new form of notifications about voting rights for the issuers will come into force (Lit. Emitentams – nauja pranešimų apie balsus tvarka) // Verslo žinios, February 2016;
  • Investment management companies should prepare for the changes (Lit. Investicijų valdymo įmonės turėtų ruoštis pokyčiams) // Verslo žinios, January 2016;
  • Listed companies – significant regulatory changes (Lit. Listinguojamoms įmonėms – reikšmingi reguliavimo pakeitimai) // Verslo žinios, October 2015;
  • Steps on the way to the capital markets union (Lit. Tiesiamas kelias kapitalo rinkų sąjungos sukūrimui) // Verslo žinios, October 2015;
  • Alternatives for funding small and medium-sized businesses (Lit. Alternatyvos smulkiojo ir vidutinio verslo finansavimui) // Verslo žinios, July 2015;
  • It is aimed to increase the transparency of public institutions and associations (Lit. Siekiama didinti viešųjų įstaigų ir asociacijų skaidrumą) // Delfi žinios, February 2015;
  • Lithuanian bond market opens a new page (Lit. Lietuvos obligacijų rinka verčia naują puslapį) // Verslo žinios, January 2015;
  • Regulation on payment for securities on the way (Lit. Pakeliui reglamentas dėl atsiskaitymo už vertybinius popierius) // Verslo žinios, June 2014;
  • A gap in law closed (Lit. Panaikinta spraga) // Verslo žinios, September 2013;
  • New law speaks of mature Lithuanian investment market (Lit. Naujas įstatymas byloja apie subrendusią Lietuvos investavimo rinką) // Verslo žinios, June 2013;
  • Lithuania Squeeze-out Guide for IBA Corporate and M&A Law Committee, 2010;
  • Preparation for the Annual General Meetings of Shareholders (Lit. Pasirengimas eiliniam visuotiniam bendrovės akcininkų susirinkimui) // Vadovas, January 2009;
  • General Meetings of Shareholders: Manual Office Administration (Lit. Visuotiniai bendrovės akcininkų susirinkimai. Biuro administravimo žinynas) // Verslo Žinios, August 2008.

MEMBERSHIPS

  • Lithuanian Bar Association
  • Lithuanian Young Bar Association
  • Legal and Regulatory Committee of the Lithuanian Private Equity and Venture Capital Association (LT VCA).

PROFESSIONAL CAREER

  • Since 2006 June Associate and later Senior Associate at law firm TGS Baltic (former name Sutkienė, Pilkauskas & Partners)
  • From 2006 February till June consultant at the State Tax Inspectorate under the Ministry of Finance of the Republic of Lithuania

EDUCATION

  • 2007 Vilnius University, Faculty of Law (Master of Law)