Lawyer Monthly - June 2023

analysis under which decisions on targeted retail investors could be made, as well as decisions relating to the subscription process (i.e. adults, minors, foreigners, power of attorneys, branch specifics, etc.). In addition, the six largest local banks were involved as they opened all their branches in Croatia (more than 550) for retail investors to be able to subscribe for this bond covering all areas of Croatia. Looking backwards, this was not ordinary legal advisory on bond issuance. Due to the specifics, it was actually a structuring of the new product. Did you encounter any challenges in your work on this operation? If so, how did you overcome them? Deadlines were extremely challenging – bearing in mind that this was Croatia’s first ever (state) bond focused on the mass market and a few months were expected for the transaction, yet we had only a few weeks. We managed to deliver everything needed in this strict timeline due to the fact we have a great internal team that is fully focused, motivated and committed to success. Of course, both the joint agents and the issuer were fully dedicated to Can you tell us more about the role you played in advising on this bond issuance? We were mandated by the joint agents and our task was not only to provide legal assistance to joint agents, but to act as transactional legal advisor – meaning that our role was to draft the structure of the transaction and all transactional and contractual documentation. This means we supported all involved parties aside from the joint agents, including the issuer (Republic of Croatia), the co-arranger, Zagreb Stock Exchange, Central depository and clearing company, etc. With bond issuances of particularly large size, what are the most important factors to grasp? It was not only the size that mattered, but the fact that this was a first-of-a-kind bond issued in Croatia where the primary focus was on retail investors. The bond had to be structured as a mass market product. Therefore, from a legal perspective, we had to cover plenty of areas related to individuals (apart from GDPR and AML topics) and had to provide all sets of legal Lawyer Monthly had the pleasure to speak with Pavo Miskovic at Miskovic & Miskovic to give us some further insight into this transaction: Deadlines were extremely challenging – bearing in mind that this was Croatia’s first ever (state) bond focused on the mass market and a few months were expected for the transaction, yet we had only a few weeks.

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