We propose Landau phenomenology for the phase transition from the conventional nematic into the conical helical orientationally non-uniform structure recently identified in liquid crystals formed by "banana"-shaped molecules. The mean field predictions are mostly in agreement with experimental data. Based on the analogy with de Gennes model, we argue that fluctuations of the order parameter turn the transition to the first order phase transition rather than continuous one predicted by the mean-field theory. This conclusion is in agreement with experimental observations. We discuss the new Goldstone mode to be observed in the low-temperature phase.