Deals – 8 May 2014

Allen & Gledhill has also advised Asahi Group Holdings in respect of the approximately US$328.8 million acquisition of the dairies and packaging business of Etika International Holdings Ltd in Singapore, Malaysia, Vietnam and Indonesia. The acquisition is expected to strengthen Asahi Group’s beverage business platform in Southeast Asia. Partners Christian Chin, Alexander Yap and Daren Shiau led the transaction.

Allen & Overy has advised Industrial and Commercial Bank of China Ltd (ICBC) in respect of its proposed acquisition of 75.5 percent of the issued share capital of Tekstil Bankası AS (Tekstilbank) from GSD Holding AŞ (GSD Holding) for TRY (Turkish liras) 669 million (US$319m). Under Turkish capital markets law, the acquisition will trigger a post-closing mandatory tender offer for all remaining shares in Tekstilbank. Listed on Borsa Istanbul, Tekstilbank is primarily engaged in corporate and commercial banking, including SME and retail banking. GSD Holding, also listed on Borsa Istanbul, is the Turkish holding company of a group spanning financial services and shipping. The transaction is subject to approval from GSD Holding’s shareholders as well as Chinese and Turkish financial regulators and the Competition Board of Turkey. Upon completion, ICBC will become the first Chinese bank to operate in Turkey, which ranks China as its third largest trading partner. Partners Gary McLean, Jane Jiang and Gökhan Eraksoy led the transaction. Turkish law firm Atim&Atim advised GSD Holding.

Appleby has acted as Bermuda counsel for China LotSynergy Holdings Ltd in respect of its issuance of HK$650 million (US$83.85m) five percent convertible bonds due 2019. The net proceeds will be used for financing working capital and general corporate purposes. China LotSynergy is one of the leading technology and operation services providers in the PRC lottery industry. The company principally engages in the manufacture and provision of lottery terminal equipment, the development and provision of lottery systems and lottery games as well as the distribution of computer tickets games lottery products through telephone and mobile platforms. Corporate partner Judy Lee led the transaction whilst Baker & McKenzie advised as to Hong Kong and English laws and Hylands Law Firm advised as to PRC Law. Linklaters and King & Wood Mallesons advised the underwriters as to English and PRC laws, respectively.

Appleby has acted as Bermuda and British Virgin Islands counsel for CCB International (Holdings) Ltd (CCBI) in respect of a US$30 million subscription of secured exchangeable notes and warrants of US$2.1 million in face value in Leading Value Industrial Ltd. CCBI acted through its indirect wholly-owned subsidiary, Chance Talent Management Ltd. The debt financing was secured by a mortgage over the shares in Bermuda-incorporated, HKSE-listed Beautiful China Holdings Company Ltd held by Leading Value, which represent 51 percent of the issued share capital of Beautiful China. Beautiful China, formerly FinTronics Holdings Company Ltd, along with its subsidiaries, is engaged in the provision of automatic teller machines (ATM) services. Beautiful China’s ATM network mainly covers cities in the PRC. Banking and corporate finance partner Jeffrey Kirk led the transaction whilst Clifford Chance Hong Kong acted as onshore counsel.

AZB & Partners has advised SQS Software Quality Systems AG in respect of its acquisition of a majority equity stake of 53.35 percent of Thinksoft Global Services Ltd through a combination of a purchase of shares from Thinksoft founders and a consequent open offer under Indian takeover regulations. Partner Srinath Dasari led the transaction which was valued at approximately US$23.6 million and closed on 25 April 2014.

AZB & Partners has also acted as sole domestic legal counsel to Muthoot Finance Ltd in respect of its issue of up to 25.35 million equity shares aggregating to approximately INR4.1 billion (US$68.13m) by way of an institutional placement program under the SEBI ICDR Regulations. The issue constituted 5.12 percent of the fully diluted post issue paid-up share capital of Muthoot Finance. The prospectus was filed on 28 April 2014 whilst the shares were allotted on 29 April 2014. Partner Srinath Dasari led the transaction.

Clayton Utz has advised Forrest Family Investments Pty Ltd (FFI), an Andrew Forrest entity within Minderoo Group, in respect of a proposed A$12 million (US$11.13m) placement of shares in ASX-listed uranium developer Energy & Minerals Australia Ltd. The placement is part of a transaction which will result in a net A$36 million (US$33.34m) balance sheet improvement for EMA. The proposed placement, which is subject to EMA shareholder and other approvals, will comprise FFI subscribing for 400 million EMA shares and will result in FFI acquiring a relevant interest in approximately 28 percent of EMA. The placement is scheduled to complete in July. Corporate partner Mark Paganin led the transaction which was announced on 5 May 2014.

Clayton Utz has also acted for Minderoo Group, the private investment vehicle of Andrew Forrest, in respect of its acquisition of Western Australia’s largest beef exporter, Harvey Beef. The acquisition completed on 2 May 2014. Corporate partner Mark Paganin led the transaction.

Clifford Chance has advised Deutsche Bank as arranger and other dealers in respect of the establishment of Tencent Holdings Ltd’s US$5 billion global medium-term notes programme, and the managers in respect of the US$2.5 billion bond issuances under the programme. Listed on the HKSE, the dual-tranche issuance consists of US$500 million 2 percent senior notes due 2017 and US$2 billion 3.375 percent senior notes due 2019. Founded in 1998, Tencent is one of the largest Internet services companies in China and has been listed on the main board of the HKSE since 2004. The company’s services include QQ IM, Qzone, QQ Game Platform, QQ.com, Tencent Video, eCommerce services, mobile news and mobile social communication platforms, Weixin and WeChat. Capital markets partners Crawford Brickley, Matt Fairclough and Avrohom Gelber led the transaction.

Colin Ng & Partners is acting as Singapore counsel for Ocean Dial Asset Management Singapore Pte Ltd in respect of the launch of Sanchi Credit Value Fund (SCVF) and Ocean Dial Global Arbitrage Fund (ODGAF), funds focused on global credit markets and arbitrage opportunities, respectively. SCVF and ODGAF, which are managed by Ocean Dial Asset Management, are offered only to high net worth individuals and corporations. Partner Bill Jamieson is leading the transaction whilst Conyers Dill & Pearman is acting as Cayman Islands counsel for the projects.

Deacons has advised The Bank of East Asia Ltd (BEA) as to English and Hong Kong laws in respect of the issue of US$700 million 2.375 percent notes due 2017. BEA is the largest independent local bank in Hong Kong in terms of assets. The notes are listed on the SGX-ST. Partner Kevin Tong led the transaction. Linklaters advised the managers and trustee as to English law.

Deacons has also advised Universal Number One Co Ltd (UNO) and Universal International Leasing Co Ltd (UIL) in respect of UNO’s issuance of CNY1 billion (US$160m) 5.7 percent secured bonds due 2017 guaranteed by UIL, a leading PRC financial leasing company based in Beijing. The bonds have the benefit of a keepwell deed entered into by UIL’s PRC parent, China General Technology (Group) Holding Co Ltd, one of the core state-owned enterprises directly administered by the PRC central government. In addition, the bonds are secured by a package of security comprising, among other things, cashflows from lease receivables and an escrow account in the PRC and an offshore account. Partner Kevin Tong also led the transaction. Linklaters advised the joint lead managers and trustee as to Hong Kong law whilst Global Law Office advised the joint lead managers as to PRC law.

ELP has advised Otis Elevators Company (India) Ltd, a leading manufacturer and service provider of elevators, escalators and moving walkways in India, in respect of the tax assessment arising from comprehensive contracts for the supply of components/parts of lifts/elevators and provision of services for erection, commissioning and installation of lift. Otis treated the contracts as works contracts and accordingly paid Sales Tax/ VAT on the components involved in the execution of such works contract and paid service tax for the services rendered under the contract. However various State Tax Departments in the assessment proceedings treated such contracts as one for sale and consequently levied VAT on the entire value of the contract without allowing any deduction for the service element. Otis challenged the assessment orders in the Supreme Court under Article 32 of the Constitution. Similar writ petitions were also filed by several other companies engaged in the manufacture, supply and installation of lifts/ elevators. On May 6th, 2014, the Supreme Court issued judgment, inter alia allowing the writ petitions filed by Otis, along with other batches of writ petitions filed by other elevator companies, holding that the contracts are work contracts and not contract of sale. Managing Partner Rohan Shah led the transaction.

Eversheds‘ Hong Kong office has advised China Merchants Bank (Hong Kong) in respect of the acquisition financing for the merger takeover and privatisation of Nasdaq-listed ChinaEdu Corporation, a leading online educational services provider and one of the largest service providers for online degree programs in China. As part of the privatisation, ChinaEdu Corp was acquired at US$2.33 per ordinary share or US$7.00 per American Depositary Share (ADS). ChinaEdu Corp’s shareholders approved the merger takeover proposal on 18 April 2014. China Merchants Bank’s funding enabled the successful completion of the merger takeover on 23 April 2014. Partner Kingsley Ong led the transaction.

J Sagar Associates has advised Financial Technologies (India) Ltd in respect of the sale of its entire shareholding in National Bulk Handling Corp Ltd (NBHC) to India Value Fund IV (IVF) for a total consideration of INR229 crores (US$38m). NBHC engages in warehousing, bulk handling, collateral management, pest management, trade facilitation, testing, audit, accreditation and valuation of agri-commodities. Partners Nitin Potdar and Rinku Ambekar led the transaction. IVF was represented by Luthra & Luthra Law Office Mumbai.

Khaitan & Co has advised Quadria Investment Management Private Ltd in respect of its establishment of the India Build Out Fund-II, a trust registered with SEBI as Category II Alternative Investment Fund. The fund shall make investments predominantly in growth stage companies targeting the domestic consumption sectors. Partner Bijal Ajinkya led the transaction.

Khaitan & Co has also acted as Indian counsel to Hay Group USA in respect of the acquisition of Talent Q International group. Hay Group is a global management consultancy firm with over 87 offices in 49 countries. Partner Rabindra Jhunjhunwala and Executive Director Daksha Baxi led the transaction.

Latham & Watkins has advised Emirates Telecommunications Corporation (Etisalat) as guarantor and White Falcon Finance Company Ltd as borrower in respect of a €3.15 billion (US$4.38b) multicurrency loan facility which will be used to acquire Vivendi SA’s 53 percent stake in Maroc Telecom. The multicurrency facilities comprise a 12 month €2.1 billion (US$2.9b) bridge facility priced at EURIBOR plus 45 basis points for the first six months, 60 basis points for months seven through nine and 75 basis points for months 10 through 12, and a three year €1.05 billion (US$1.46b) term facility priced at EURIBOR plus 87 basis points. A group of 17 international and local banks were appointed as mandated lead arrangers, consisting of Abu Dhabi Commercial Bank PJSC, Bank of America Merrill Lynch International Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd, BNP Paribas Fortis SA/NV, Crédit Agricole Corporate and Investment Bank, Deutsche Bank Luxembourg SA, Emirates NBD PJSC, First Gulf Bank PJSC, Goldman Sachs Bank USA, HSBC Bank plc, ING Bank NV, Mizuho Bank Ltd., Morgan Stanley Senior Funding Inc, Natixis, National Bank of Abu Dhabi PJSC, The Royal Bank of Scotland plc and Sumitomo Mitsui Banking Corp. HSBC Bank plc also acted as facility agent. Partner Anthony Pallett led the transaction.

Maples and Calder has acted as British Virgin Islands counsel to Poly Real Estate Finance Ltd in respect of its issue of US$500 million 5.25 percent guaranteed bonds due 2019. The bonds are now listed on the HKSE. The issuer is a subsidiary of Shanghai Stock Exchange-listed Poly Real Estate Group Co Ltd, a leading real estate company in the PRC and also the largest state-owned real estate company in the PRC. Partner Christine Chang led the transaction whilst Davis Polk & Wardwell acted as Hong Kong counsel. Linklaters acted as Hong Kong counsel to CITIC Securities and HSBC as the joint lead managers.

Maples and Calder has also acted as Cayman Islands counsel to VLL International Inc in respect of its issuance of US$225 million 7.45 percent guaranteed notes due 2019. The notes will be guaranteed by Vista Land & Lifescapes Inc, the leading homebuilder in the Philippines, and listed on the SGX-ST. Partner Jenny Nip led the transaction whilst Paul Hastings acted as English counsel. Milbank, Tweed, Hadley & McCloy acted as English legal counsel to DBS Bank Ltd and The Hongkong and Shanghai Banking Corp as the joint lead managers.

Mayer Brown JSM has advised Sinochem Offshore Capital Company Ltd in respect of the establishment of its US$1 billion medium term note programme guaranteed by Sinochem Hong Kong (Group) Ltd, and its initial takedown of US$500 million 3.25 percent senior notes due 2019. The investment grade notes were listed on the HKSE. The proceeds will be used for general corporate purposes. Partners Jason T Elder, Phill Smith, Henry Wang and Jason S Bazar led the transaction.

Paul Hastings has represented the joint book-runners in respect of a US$340 million global depositary receipts (GDRs) offering by Korea-based Hanwha Chemical Corp, a leading global chemicals company that specializes in chemical products and materials for use in the solar power industry. The GDRs will be listed on the SGX whilst the underlying common shares will be listed on the Korea Exchange. This transaction, and the Industrial Bank of Korea’s recent US$298.4 million GDR offering on which the firm advised the joint book-runners, marks the first two international equity offerings from Korea in 2014. Capital markets partner Dong Chul Kim led the transaction.

Paul Hastings is also advising Mapletree Investments Pte Ltd, a leading real estate development, investment and capital management company based in Singapore, in respect of a multi-billion dollar joint venture with Oakwood Worldwide that aims to open more than 100 new properties around the world over the next five years. Mapletree will acquire a 49 percent stake in Oakwood Asia Pacific Pte Ltd, Oakwood’s serviced apartment business in Asia, and will target acquiring and developing US$4 billion worth of corporate and serviced apartments in Asia, Europe and North America. Partners Vivian Lam and Derek Roth are leading the transaction.

Shook Lin & Bok has acted for United Envirotech Ltd in respect of its acquisition, as well as the financing of the acquisition, of Memstar Pte Ltd and certain assets from Memstar Technology Ltd for S$293.4 million (US$234.8m). Partners Wong Gang, Tan Wei Shyan, Melissa Lim and Lian Shueh Min led the transaction.

Slaughter and May London and Hong Kong has advised Malaysia Airports Holdings Berhad (MAHB) in respect of the exercise of its rights of first refusal in the acquisition of a 40 percent equity stake in each of İstanbul Sabiha Gökçen Uluslararası Havalimanı Yatırım Yapım ve İşletme AŞ (ISG) and LGM Havalimanı İşletmeleri Ticaret ve Turizm AŞ (LGM) from the GMR Group for a total cash consideration, after contract adjustments, of €209 million (US$290m). ISG manages operations whilst LGM establishes and manages hotels, lounges and food and beverage facilities at Sabiha Gökçen Airport, the hub of Pegasus Airlines and one of the two international airports serving Istanbul located in the Asian side of the city. Passenger traffic at the airport was 18.84 million in 2013, up from 14.87 million in 2012. The purchase was made through MAHB’s wholly-owned subsidiary Malaysia Airports MSC Sdn Bhd and takes MAHB’s shareholding in each of ISG and LGM from 20 percent to 60 percent. The transaction closed on 30 April 2013. Corporate and commercial partners Simon Hall and David Watkins led the transaction.

Slaughter and May Hong Kong has also advised the agent, Bank of China (Hong Kong) Ltd, on behalf of the lenders and facility arrangers, in respect of a HK$8.8 billion (US$1.14b) syndicated loan facility for CITIC Pacific Ltd entered into on 4 April 2014. Corporate and commercial partner Lisa Chung led the transaction.

Weerawong, Chinnavat & Peangpanor has represented Kaset Thai International Sugar Corp (KTIS), Thailand’s third largest sugar producer, in respect of its corporate restructuring and IPO on the Stock Exchange of Thailand (SET). The IPO comprised 957 million shares for a total offering size of β9.57 billion (US$295.78m) to construct new plants to serve the growth of global demand. Kasikorn Securities acted as financial adviser whilst KT Zmico Securities and Maybank Kim Eng Securities acted as lead underwriters. Commencement of trading on the SET was on 28 April 2014. Partner Kudun Sukhumananda led the transaction.

White & Case has advised Citigroup Global Markets Inc as the sole book-runner in respect of a landmark Rule 144A/Regulation S high yield bond offering by Banglalink Digital Communications Ltd, the second largest mobile telecoms operator in Bangladesh in terms of market share. Banglalink issued US$300 million 8.625 percent senior notes due 2019. It is the first international bond offer and also the first high yield bond offer from Bangladesh. Banglalink, which provides mobile telecoms services to retail, corporate and other customer segments through prepaid and post-paid product offerings, will use the proceeds to repay existing debt and finance capital expenditures. Partners Anna-Marie Slot, Rob Mathews, Jill Concannon and Raymond Simon led the transaction.

White & Case has also advised in respect of the recent high yield offering by MIE Holdings Corporation of US$500 million senior notes due 2019. Partner Anna-Marie Slot, supported by partners Maxim Telemtayev and Raymond Simon, led the transaction.

WongPartnership has acted for UBS AG Singapore Branch as the sole lead manager and underwriter in respect of the private placement by Ascendas Hospitality Trust to raise proceeds. Joint managing partner Rachel Eng and partners Colin Ong, Susan Wong and Choo Ai Leen led the transaction.

WongPartnership is also acting for SBI Ven Capital Pte Ltd in respect of the establishment of an early stage venture fund to make venture capital investments in the information and communications technology sector in Singapore and other countries in South Asia and South East Asia. Partners Low Kah Keong and Charlotte Sin are leading the transaction.