|Allen and Gledhill has advised the lenders (composed of DBS Bank Ltd, Oversea-Chinese Banking Corporation Ltd, United Overseas Bank Ltd, Citibank NA Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd, CIMB Bank Berhad Singapore Branch and Deutsche Bank AG Singapore Branch) in respect of a facility agreement with Festival Walk (2011) Ltd, a subsidiary of Mapletree Investments Pte Ltd incorporated in Hong Kong. Under the agreement, the lenders have agreed to grant an approximately HK$11.6 billion (US$1.5b) facility to finance the acquisition of Festival Walk, Hong Kong from Swire Properties Ltd. The agreed value of the property is HK$18.8 billion (US$2.4b). Partner Kok Chee Wai led the transaction.
Allen and Gledhill has advised Aviva Investors Asia Pte Ltd in respect of conditional agreements entered into by its two subsidiary companies for the sale of One Phillip Street and Commerce Point to two companies in the Royal Group for approximately S$283 million (US$220.3m). The completion of the sale of One Phillip Street is conditional upon the completion of the sale of Commerce Point. Partner Ho Kin San led the transaction.
Allens Arthur Robinson has acted on a pro bono basis for not-for-profit organisation Viscopy in respect of an agreement that will see two of Australia’s prominent rights management agencies foster increased payments and better rights management for visual artists. Viscopy represents more than 8,000 Australian and New Zealand artists, as well as more than 40,000 international artists. Under the agreement, fellow rights manager Copyright Agency Ltd will provide back-office services to Viscopy to ensure that artists receive additional income and reduced administrative fees. Partner Marcus Clark led the transaction which was announced on 24 November 2011. Banki Haddock Fiora acted for Copyright Agency Ltd.
Appleby has acted as Cayman counsel for Jin Bao Bao Holdings Ltd, China’s third largest commercial plastic packaging manufacturer, in respect of its listing on the main board of the HKSE on 18 November 2011. Approximately 87.5 per cent of the net proceeds from the listing will be used for the establishment of a factory in Wuhu City with an annual manufacturing capacity of approximately 5,000 tonnes of packaging products and structural components. The rest will be used for repayment of bank loan, and as general working capital and other general corporate purposes. Cinda International Capital Ltd was the sole sponsor of the listing. Partner Judy Lee led the transaction whilst Loong & Yeung and Shu Jin Law Firm acted as Hong Kong and PRC counsels, respectively. DS Cheung & Co Solicitors and Deheng Law Firm acted as Hong Kong and PRC counsels, respectively, for the sponsor and underwriters.
Clifford Chance has advised two HKSE listed entities on convertible bond transactions closing within the last month. Partner Connie Heng led both transactions.
Conyers Dill & Pearman has advised BNP Paribas and HSBC as the lenders in respect of a US$50 million loan facility for TSX-listed oil extraction company Sea Dragon Energy Inc. The deal, which closed on 23 September 2011, represents the first Middle East oil and gas financing to close since the Arab Spring. The 5-year senior secured loan will be used to further develop Sea Dragon’s two petroleum concessions in Egypt. Veronica Strande and Martin Lane advised on Bermuda law aspects of the transaction. Other firms advising on the transaction include Wragge & Co in London, Hogan Lovells in Amsterdam, Blakes in Canada and Helmy and Hamza & Partners in Egypt.
Davis Polk is advising Nasdaq-listed Shanda Interactive Entertainment Ltd (Shanda) in respect of a transaction which will result in its being taken private by Premium Lead Company Ltd, a company jointly owned by Shanda chairman of the board, CEO and president Tianqiao Chen, his wife non-executive director Qian Qian Chrissy Luo and his brother COO and director Danian Chen (Buyer Group). In connection with the transaction, each of Shanda’s ordinary shares will be converted into the right to receive US$20.675 in cash per ordinary share without interest, except for shares held by the Buyer Group. The transaction is expected to close before the end of the first quarter of 2012 and is subject to customary closing conditions, including approval by Shanda’s shareholders. The transaction values Shanda’s equity at approximately US$2.3 billion on a fully diluted basis. Partners James C Lin and Mark J Lehmkuhler led the transaction. Weil, Gotshal & Manges is advising the special committee of Shanda’s board of directors whilst Shearman & Sterling, led by partners Ling Huang and Gregory Puff, is representing Premium Lead Company Ltd and its direct wholly-owned subsidiary New Era Investment Holding Ltd.
Gide Loyrette Nouel (GLN) and Veil Jourde have advised French luxury group Balmain SA and Balmain Asia Ltd (Balmain) in respect of the establishment of two joint ventures n Hong Kong with HKSE listed Stella International Holdings Ltd (Stella) for the distribution and sale of “PIERRE BALMAIN” brand footwear and other products in Hong Kong, PRC and other countries. Balmain offers a range of designer ready-to-wear clothing, footwear and accessories whilst Stella specialises in the development and manufacture of designer footwear. GLN was led by partner Rebecca Silli, who worked in close cooperation with a Veil Jourde team in Paris led by partner François de Navailles.
J Sagar Associates has advised Japan’s Sanyo Special Steel Co in respect of its INR187 crore (US$37m) investment, together with Mitsui & Co, in the steel business of Mumbai-based Mahindra Ugine Steel Company Ltd (Musco). In a two-tiered transaction, Musco will first hive off its steel business to a wholly owned subsidiary via a slump sale. Thereafter, Sanyo and Mitsui will subscribe to 29 per cent and 20 per cent, respectively, of the shares of the wholly owned subsidiary. Sanyo’s investment for its stake in the wholly owned subsidiary will be INR111 crore (US$22m) whilst Mitsui’s will be INR76 crore (US$15m), thus making Musco the majority shareholder of the wholly owned JV company. Musco is expected to drive general management of the JV company while Sanyo will provide technical assistance and Mitsui will support the marketing function. Partners Akshay Chudasama, Manisha Kumar and Ashoo Gupta led the transaction whilst Herbert Smith’s Tokyo office acted as International legal advisors. AZB & Partners, led by partner Aditya Vikram Bhat, advised Mitsui whilst Clifford Chance’s Tokyo office acted as International legal counsel. Khaitan & Co, led by partner Vaishali Sharma, advised Musco.
Khaitan & Co has advised YES Bank Ltd in respect of a phased arrangement between YES Bank and Prizm Payment Services Ltd (Prizm) for outsourcing of ATM services. In the initial arrangement, YES Bank engaged Prizm for managing and providing services for its existing 300 odd ATMs in the country. Subsequently, YES Bank entered into another agreement with Prizm to help YES Bank in expanding its ATM network to over 2,000 ATMs across the country by March 2015. The nature of services contemplated to be provided by Prizm under the two agreements includes establishment and operation of YES Bank ATMs involving a wide gamut of services such as cash replenishment, hardware and software maintenance, appointment of sub-contractors etc. Partners Sudip Mullick and Shishir Mehta advised on the transaction.
Khaitan & Co has advised NMDC Ltd in respect of its first overseas foray whereby it acquired 50 per cent stake in ASX listed Legacy Iron Ore Ltd for approximately US$18.41 million. Incorporated in 1958 as a Government of India fully owned public enterprise, NMDC is under the administrative control of the Ministry of Steel, Government of India. NMDC is India’s single largest iron ore producer and exporter and is one of India’s navratnas’ (a ‘prized’ corporation in India that has achieved special status in terms of finance and autonomy.) Partners Amitabh Sharma and Nishant Singh advised on the transaction.
Kim & Chang has acted as Korean counsel to Teijin Ltd in respect of the formation of Teijin CNF Korea Co Ltd, a joint venture with CNF Co Ltd, a Korean manufacturer of optical film for LCDs. Teijin CNF Korea will manufacture lithium-ion battery separators. Ki-Tae Kim and Won-Seok Cho led the transaction.
Kim & Chang has advised individual shareholders in respect of the sale to SK E&S Co Ltd (SK E&S) of their shares representing 26.7 per cent of the total shares of Daehan City Gas Co Ltd, an affiliate of SK E&S that supplies city gas in Seoul and its surrounding metropolitan area. As a result of the transaction, Daehan City Gas acquired full management control of Daehan City Gas. In exchange for their shares in Daehan City Gas, the individual shareholders acquired shares of Choongnam City Gas Co Ltd, which mainly supplies city gas in the Daejeon area, plus cash consideration from SK E&S. SY Park and TG Roh led the transaction which was completed on 15 November 2011.
Majmudar & Co has acted as Indian counsel for Axis Bank Ltd DIFC Branch in respect of an external commercial borrowing transaction in which the bank extended a term loan of US$11 million to Jaihind Projects Ltd for part financing of a 5MW solar photovoltaic-based power plant to be set up at Chadiyana Village, Patan, Gujarat, India. The transaction was led by partner Akil Hirani.
Maples and Calder has acted as BVI counsel for BVI company Grand Concord International Holdings Ltd (Grand Concord) in respect of its IPO and listing on the HKSE on 24 November 2011. Grand Concord, a functional fabric and innerwear manufacturer and supplier of fabrics for major apparel and lingerie brands, is expecting to raise approximately HK$80 million (US$10.3m) by the offer of 100 million shares comprising 10 million shares offered to the public in Hong Kong and 90 million shares by way of placing. Partner Greg Knowles led the transaction whilst Pang & Co, in association with Salans, acted as Hong Kong legal advisers. Minter Ellison advised the sponsor, Celestial Capital Ltd.
Rajah & Tann has advised SMB United Ltd in respect of the unsolicited bid by Profit Sea Holdings Ltd (Profit Seas), a subsidiary of Boer Power Holdings Ltd (Boer Power). On 31 October 2011, Profit Seas announced its intention to make a voluntary conditional cash offer for all the issued and fully paid-up ordinary shares in SMB, other than those already owned, controlled or agreed to be acquired by Profit Seas. Total consideration for the offer is approximately S$164.2 million (US$127.7m), based on the maximum potential issued shares in SMB. Partners Goh Kian Hwee, Serene Yeo, Lawrence Tan, Cynthia Goh and Soh Chai Lih are advising on the transaction which is still ongoing.
Rajah & Tann has advised SGX-ST listed CapitaMalls Asia Ltd (CMA), via CMA China III Pte Ltd and Reknown City Holdings Ltd, in respect of its US$270 million subscription for an aggregate effective equity interest of 25 per cent in a company which successfully tendered for the Chao Tian Men site (a prime site for a landmark mixed development in Chongqing, China) at a tender price of RMB6.5 billion (US$1.02b). Partners Soon Choo Hock, Goh Kian Hwee and Cynthia Goh led the transaction which was announced on 29 November 2011 and is yet to be completed.
Shook Lin & Bok’s Singapore office has acted for First Real Estate Investment Trust (First REIT) in respect of the US$13 million acquisition of Sarang Hospital in Yeosu City, Jeonranam-Do, South Korea. First REIT is Singapore’s first listed healthcare real estate investment trust that invests in a diversified portfolio of income-producing real estate and/or real estate-related assets in Asia that are primarily used for healthcare purposes. Partner Wong Gang led the transaction.
WongPartnership has acted for TLS Beta Pte Ltd (subsidiary of Temasek Holdings (Private) Ltd), Quintiles Asia Pacific Commercial Holdings LLC and PharmaCo Investments Ltd (part of the Zuellig Group), in respect of their sale to A Menarini Srl, the world’s leading Italian pharmaceutical group, of the entire issued share capital of Invida Group Pte Ltd, one of the leading pharmaceutical companies currently operating in the Asia Pacific region. Partners Ng Wai King, Vivien Yui, Lam Chung Nian and Kenneth Leong acted on the matter.
WongPartnership has acted for the Singapore Medical Council in respect of the 16 charges against general practitioner Dr Tan Teck Hong for professional misconduct in relation to improperly prescribing benzodiazepines and mixtures containing codeine, which can lead to addiction if taken in excess. Partner Josphine Choo acted on the matter.
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