|Ali Budiardjo, Nugroho, Reksodiputro has advised the Compagnie Financière Groupe Michelin (Michelin) in respect of the establishment of a joint venture company to produce synthetic rubber with PT Petrokimia Butadiene Indonesia (PBI), a wholly-owned subsidiary of PT Chandra Asri Petrochemical Tbk. The new company will be owned 55 percent by Michelin and 45 percent by PBI. The total investment is estimated at US$435 million. Partner Freddy Karyadi advised on the matter.
Allen & Gledhill has advised United Overseas Bank Ltd (UOB) and the joint lead managers and book-runners in respect of UOB’s issue of S$850 million (US$670m) 4.9 percent. non-cumulative non-convertible perpetual capital securities which are intended to qualify as Additional Tier 1 capital of UOB. This is the first Basel III compliant Additional Tier 1 capital raising by any bank in Asia. Australia and New Zealand Banking Group Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Nomura Singapore Ltd, Standard Chartered Bank Ltd, UBS AG Singapore Branch and UOB were appointed as the joint lead managers and book-runners. Partners Christopher Koh, Sharon Wee, Bernie Lee, Lim Pek Bur and Glenn Foo advised on the transaction.
Allen & Gledhill has also advised Commonwealth Bank of Australia Singapore Branch and DBS Bank Ltd in respect of a facility agreement for a term loan of S$320 million (US$252.3m) for the properties known as China Square Central and 55 Market Street. Partner Lim Wei Ting advised on the transaction.
Amarchand & Mangaldas & Suresh A Shroff Co has acted for India Business Excellence Fund II (IBEF II) and India Business Excellence Fund IIA (IBEF IIA) in respect of IBEF II’s acquisition of 666,202 equity shares amounting to 4.8 percent of the equity capital and IBEF IIA’s acquisition of 274,122 compulsorily convertible preference shares amounting to 17 percent of the equity capital on a fully diluted basis of Intec Capital Ltd. Partner Raghubir Menon led the transaction which was valued at approximately INR40 crores (US$6.73m) and which was completed on 23 March 2013. Intec Capital Ltd was advised by Udwadia Udeshi & Argus.
Amarchand & Mangaldas & Suresh A Shroff Co has also acted as domestic counsel for Hindustan Copper Ltd in respect of its offer for sale through stock exchange mechanism of its 37,119,152 equity shares held by the President of India acting through and represented by the Ministry of Mines, Government of India, amounting to 4.01 percent of the shareholding of the company for cash aggregating to approximately INR259.83 crores (US$43.83m). The trading on the stock exchanges started on 3 July 2013 and settlement was completed on 5 July 2013. Axis Capital Ltd, ICICI Securities Ltd, Kotak Securities Ltd, SBICAP Securities Ltd and UBS Securities India Private Ltd acted as the brokers. This was the second tranche of divestment carried out by the Ministry of Mines by offer for sale through the stock exchange mechanism to comply with the minimum public shareholding requirements under the listing agreement entered into with the stock exchanges. The first tranche of divestment of 51,604,148 equity shares was carried out on 23 November 2012. Partner Prashant Gupta led the transaction.
Appleby has acted as British Virgin Islands counsel for Rex International Holding Ltd, an oil and gas group with participation interest located in the Middle East, Norway and the USA, in respect of its listing on Catalist on the SGX-ST with net proceeds estimated to be approximately US$63 million, assuming the over-allotment option is exercised in full. The majority of the proceeds from the offering will be used for the investment of new oil and gas opportunities, drilling in Middle East concessions, drilling in Norwegian licences and general working capital. Partner Jeffrey Kirk led the transaction. WongPartnership, led by partner Pong Chen Yih, advised as to Singapore law.
Ashurst has advised the Brunei Economic Development Board (BEDB) in respect of its development of the CAE Brunei Multi-Purpose Training Centre (CAE Brunei MPTC) in Brunei Darussalam. CAE is a global leader in modelling, simulation and training for civil aviation and defence. The CAE Brunei MPTC is a joint venture between CAE and the Government of Brunei established in 2012 to provide a world-class facility for simulation-based training solutions for the energy, defence, aviation and emergency/crisis management market segments. The facility is due to commence operations by early 2014. Partner Matthew Bubb led the transaction.
AZB & Partners has advised Tata Power Company Ltd in respect of the financial closure of the 135 MW Amakhala Emoyeni wind farm project and the 95MW Tsitsikamma wind farm project, through its joint venture company Exxaro-Cennergi. The Amakhala Emoyeni Project transaction, valued at approximately US$315.6 million, was completed on 9 May 2013 whilst the Tsitsikamma Project transaction, valued at approximately US$217.9 million, was completed on 5 June 2013. Partner Shameek Chaudhuri led the transaction.
AZB & Partners has also advised Citigroup Global Markets India Private Ltd (Citi) and Kotak Securities Ltd (KSL) in respect of SKB Roop Commercial LLP’s sale of 14,375,000 equity shares held by it in Bajaj Corp Ltd through the offer for sale mechanism. Citi and KSL facilitated the sale of shares. Partner Varoon Chandra led the transaction which was valued at approximately US$48 million and was completed on 23 July 2013.
Baker & McKenzie has acted for NSW Government in respect of the next round of its power sales program – the A$160 million (US$147.2m) sale of Delta Electricity’s Mt Piper and Wallerawang power stations to EnergyAustralia. The deal follows the Government’s sale of the Eraring Power Station to Origin Energy earlier this month on which the firm also advised. Chris Saxon, with partner Chris Hughes, led the transaction. KWM advised EnergyAustralia.
Baker & McKenzie has also acted as REIT trustee’s counsel for Regal Real Estate Investment Trust (Regal REIT), thru its trustee DB Trustees (Hong Kong) Ltd, in respect of Regal REIT‘s HK$4.5 billion (US$580m) term loan and a HK$300 million (US$38.67m) revolving loan in July 2013, both of which are for a term of approximately 5 years. The new term loan will be used for refinancing the existing term loan facility that will mature on 9 March 2015. The revolving loan will be used for general corporate funding purposes of Regal REIT. Partners Milton Cheng and Andrew Lockhart led the transaction.
Clifford Chance has advised India’s Ramky Enviro Engineers Ltd in respect of the acquisition of Australia’s Enviropacific Services Pty Ltd, the company’s first acquisition in Australia. Ramky provides waste management, recycling and environmental services in India, Singapore, Indonesia, Vietnam, Thailand and the Middle East. Enviropacific provides environmental management and petrochemical services to energy, resources, petrochemical and government clients across Australia. Partner Richard Graham led the transaction.
Gibson, Dunn & Crutcher is advising Vivendi in respect of its exclusive negotiations with Etisalat to finalise an agreement for the sale of its 53 percent shareholding in Maroc Telecom. Etisalat’s offer values the controlling stake at MAD92.6 (Moroccan dirhams) (US$11) per share. The sale proceeds to Vivendi would total €4.2 billion (US$5.57b) in cash, including the 2012 €310 million (US$410.89m) dividend. Partners Ariel Harroch and Marie-Charlotte Trebuchet led the transaction whilst the firm’s Moroccan correspondents are Kettani Law Firm led by partner Nadia Kettani and Saaidi Hdid Consultants led by partner Mohamed Hdid. Etisalat is advised by Freshfields, led by partners Hervé Pisani and Alan Mason.
Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised PT Apexindo Pratama Duta Tbk in respect of the relisting of its shares on the Indonesia Stock Exchange. Partner Indah N Respati led the transaction.
J Sagar Associates has advised Italian auto-component manufacturer Streparava Holding spa, which held a 49 percent stake in its joint venture with Sansera Engineering Private Ltd and also a minority stake of 3.24 percent in Sansera, in respect of its exit from Sansera, pursuant to Citigroup Venture Capital International’s acquisition of a substantial stake in Sansera for an aggregate consideration of INR3.4 billion (US$57.3m), and in its acquisition of the entire shareholding of Sansera in the JV company. Partner Sidharrth Shankar piloted the transaction.
Khaitan & Co has advised TTK Prestige Ltd in respect of the approximately US$18 million investment by Cartica Capital through a preferential allotment in TTK, which is part of the TTK Group and has emerged as India’s largest kitchen appliances company. Partner Murali Neelakantan led the transaction.
Khaitan & Co has also advised Mahindra Bebanco Developers Ltd in respect of the private placement of secured redeemable 11.6 percent coupon, non-convertible debentures for approximately US$6.73 million. Mahindra Bebanco Developers is a joint venture between Mahindra Lifespace Developers Ltd (70 percent) and BE Billimoria & Co Ltd (30 percent). Partner Nikhilesh Panchal led the transaction.
Minter Ellison has advised SP AusNet in respect of its first ASX-listed bond issue. The company issued €500 million (US$663m) worth of bonds as part of its global US$5 billion medium term notes (MTN) program. SPI Electricity & Gas Holdings Pty Ltd was admitted to the ASX on 25 July 2013 as a debt issuer. Partners Theo Kindynis and James Hutton led the transaction whilst Linklaters Singapore acted as international counsel. Allen & Overy Singapore acted for the joint lead managers.
Minter Ellison has also advised ALS Ltd, a global provider of inspection and analytical testing services to the minerals, life sciences, energy and industrial markets, in respect of the equity and debt financing for its US$533 million acquisition of Reservoir Group. The company launched a fully underwritten pro-rata accelerated renounceable entitlement offer (with retail entitlements trading) to raise approximately A$246 million (US$223m). Partners Gary Goldman and Gillian Brown led the transaction. Herbert Smith Freehills advised JP Morgan as the lead manager.
Rajah & Tann has advised Tosei Corporation in respect of the placement to investors of 3.6 million shares at S$9.40 each (US$7.39). Trading in Tosei’s shares on the SGX-ST commenced at on 26 July 2013, following the completion of the placement. Tosei is primarily listed on the Tokyo Stock Exchange and also maintains a secondary listing on the SGX-ST. Daiwa Capital Markets Singapore Ltd acted as the underwriter and placement agent. Partner Howard Cheam led the transaction which was valued at S$33.84 million (US$26.6m). Mori Hamada & Matsumoto acted as Japanese counsel.
Rodyk & Davidson has acted for Heeton Holdings Ltd in respect of the establishment of a S$300 million (US$236.5m) multicurrency debt issuance programme. The programme was solely arranged by DBS Bank whilst DBS Trustee Ltd has been appointed trustee of the holders of the notes. Under the programme, Heeton Holdings may issue senior or subordinated perpetual securities in various amounts and tenors. Partner Valerie Ong acted on the transaction.
Rodyk & Davidson has also acted for Chuan Hong Auto Pte Ltd as the lessor in respect of its grant of a 30-year lease to Shell Eastern Petroleum Pte Ltd for use as petrol service station and ancillary services such as convenience store and car workshop. Partners Norman Ho and Ho Soo Lih acted on the transaction.
Stamford Law is advising Mainboard-listed Ezion Holdings Ltd in respect of the issuance of redeemable exchange preference shares by its subsidiary to 5 Global Investor Programme Funds to raise gross proceeds of S$30 million (US$23.65m). Bernard LUI and LIM Swee Yong spearheaded the transaction.
Stamford Law has also advised the buyer in respect of its acquisition of: a) 99-121 Kensington High Street, London W8 and 34 Kensington Square, London W8; b) 1 Derry Street, London W8; c) land and buildings on the east side of High Street Kensington Underground Station, London W8; and, d) 25 Kensington Square, London W8 through the acquisitions of the entire issued share capital of each of 818 Pte Ltd, 828 Pte Ltd and 838 Pte Ltd from Gemstones Investments Pte Ltd, Kensington Hotel Pte Ltd and Kensington Residential Land Pte Ltd for an aggregate consideration of approximately £46.9 million (US$71.9m). The property at 99 Kensington High Street houses the Kensington Roof Gardens, which are part of Richard Branson’s Virgin Ltd Edition, the luxury portfolio of Virgin Hotels Group Ltd. Hotel Properties Ltd, Genting Singapore PLC, and CapitaLand Ltd each held an indirect one third interest in the properties through the vendors prior to completion of the acquisition. Lean Min-tze led the transaction.
WongPartnership has acted for Tat Hong Holdings Ltd in respect of the establishment of a S$500 million (US$393.27m) multi-currency medium term note programme, and for Oversea-Chinese Banking Corporation Ltd, as the arranger and dealer in the establishment of the MTN Programme. Partners Hui Choon Yuen, Colin Ong and Goh Gin Nee led the transaction.
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