|Allen & Overy advised the State Bank of India (SBI) on its US$4.38 billion equity rights issue. The deal is believed to be the second largest Indian equity offering to date. SBI is the country’s largest bank with more than 10,000 branches in 32 countries. Shareholders were offered one share for every five shares owned on the record date at an offer price of Rs. 1,590. The offer was also extended to SBI’s GDR holders on a basis of one new GDR for every five GDRs held on the record date. The deal was valued at approximately US$4.38 billion, including a US$2.50 billion subscription by the Government of India.
AZB represented UTV, in relation to increase of shareholding by The Walt Disney Company (Southeast Asia) Pvt. Ltd from 14 percent to 32.10 percent by way of subscription to additional shares. There was also an open offer to the public shareholders of UTV for 20 percent of the target. The Walt Disney Company (Southeast Asia) Pvt. Ltd also subscribed to equity shares representing 15 percent of UTV Global Broadcasting Ltd (an affiliate of UTV) and warrants of UTV Global Broadcasting Ltd. The deal was valued at approximately US$225 million.
AZB acted as Indian legal counsel to Tata Motors Ltd (in its capacity as Guarantor) and TML Holdings Ltd (Borrower) in a US$3 billion bridge financing for the acquisition by the borrower of luxury auto brands Jaguar and Land Rover from the Ford Motor company. The firms involvement for the transaction involved review and drafting of financial documents and advice on various aspects of Indian law, particularly in connection with exchange control regulations.
AZB advised Tata Chemicals Ltd in its acquisition of General Chemical Industrial Products Inc. The firm was involved in advising on various Indian regulatory issues including in relation to overseas direct investment prescribed under the FEMA Regulations, and in advising on various Indian regulatory issues including in relation to ECB Regulations and Tata Chemical Ltd’s guarantee obligations under the (Indian) Companies Act, 1956 and FEMA Regulations.
Baker & McKenzie has advised Central & City Developments Ltd on its agreement with Outrigger Enterprises Group to manage the new West Sands Outrigger Resort, a 400-room luxury full service hotel and spa located at the West Sands residential and hotel lifestyle resort located on Mai Khao Beach in Phuket, Thailand. The West Sands Resort is scheduled to open in late 2008.
Clifford Chance has advised Bosicor Corporation Ltd in relation to the acquisition by Abraaj Capital of a 40 percent interest in Bosicor’s oil and chemical interests in Pakistan for US$130 million. Bosicor has also agreed to transfer its 55 percent holding in Bosicor Pakistan Ltd (a company listed on the Karachi, Lahore and Islamabad stock exchanges, with market capitalisation of approximately PAK 4.5 billion) to the Mauritian joint venture company incorporated by the parties upon successful completion by the joint venture company of a mandatory tender offer for Bosicor Pakistan Ltd.
Clifford Chance has advised Kerry Media Ltd on the takeover of SCMP Group Ltd (formerly South China Morning Post Holdings). Kerry Media was already a substantial shareholder of the SCMP Group and launched an offer for the company’s remaining shares in a deal valued at HK$4.3 billion (US$550 million). Named after its flagship publication, The South China Morning Post –the SCMP Group includes a number of publishing, retailing and broadcasting businesses.
Clifford Chance has advised Australia’s Toll Holdings Ltd on its HK$2.24 billion takeover of Hong Kong-listed BALtrans Holdings Ltd, an Asia-based freight forwarding and logistics companies. Toll is listed on the Australian Securities Exchange and is a provider of integrated logistics services.
Drew & Napier LLC acted as counsel to Advance SCT Ltd (ASCT), a SGX-ST listed company, in the acquisition of a 100 percent interest in Ever Glory Logistics Pte Ltd (Glory), a logistics services company incorporated in Singapore. The sale and purchase agreement was signed by ASCT and the shareholders of Glory (the vendors) on 7 January 2008. The total size of the acquisition is S$1,500,000, of which S$600,000 is satisfied in cash and S$900,000 is satisfied by the allotment and issue of 927,835 new ordinary shares in ASCT at S$0.97 each to the vendors.
Drew & Napier LLC advised Fullerton Financial Holdings Pte Ltd, a subsidiary of Temasek Holdings, in the sale of Sorak Financial Holdings Pte Ltd to Maybank for an aggregate consideration of US$1.5 billion. Through the acquisition, Maybank effectively acquired a controlling stake in Bank Internasional Indonesia.
JSM advised Great Eagle on the sale of the retail, car park and certain office portions of Langham Place to Champion Real Estate Investment Trust (Champion REIT) for a total consideration of around HK$12.5 billion, expected to be settled partly in cash and partly by new units in Champion REIT. Great Eagle may also subscribe and acquire new units and convertible bonds which Champion REIT may issue as part of its fund raising exercise for the acquisition. The project involves a series of major transactions of Great Eagle under the Listing Rules and JSM will represent Great Eagle in dealing with the Hong Kong Stock Exchange.
Latham & Watkins LLP has represented Datang International (Hong Kong) Ltd in connection with its acquisition of 90 percent of equity interest in True Busy Electric Power Ltd. from True Busy Power Group Co., Ltd., so as to control Qinghai-AES Power Co., Ltd. and operate the hydropower generating units of Qinghai Zhiganglaka Hydropower Station.
Orrick, Herrington & Sutcliffe LLP represented Green Power Investment Corporation in establishing one of the world’s largest investment funds for global wind energy projects, valued at approximately US$200 million. The fund, Green Power Development Fund Coöperatief U.A., is focused on acquiring and developing worldwide wind energy projects with an expected scale of 1,000 megawatts, which corresponds to a reduction in carbon dioxide emissions of approximately 2 million tons annually. Investors in the fund include Mitsubishi Corporation, the Development Bank of Japan, the Sumitomo Trust & Banking Co., Ltd. and Nippon Life Insurance Company.
Watson, Farley & Williams LLP acted for Global Process Systems, Inc and its wholly owned Labuan incorporated subsidiary, Malaysia Mopu Private Ltd, in their capacity as joint and several borrowers in a loan facility of more than US$43,000,000 that was provided by Standard Chartered Bank in its capacity as lender, agent, security trustee and swap bank in relation to the project financing of a Self-Elevating Relocatable Facility. The purpose of the loan was for the refinancing of an existing bridge loan facility of more than US$20,000,000 that was earlier entered into between GPS and SCB, and the part financing of the conversion costs of the SERF.
WongPartnership LLP acted for CMT MTN Pte. Ltd., the issuer, and DBS Bank, the dealer of the Notes, in the second issue of notes comprising US$112.33 million 3.25 per cent fixed rate notes due in 2010 by CMT MTN Pte. Ltd pursuant to its US$0.72 billion MTN Programme, guaranteed by HSBC Institutional Trust Services (Singapore) Ltd (in its capacity as trustee of CapitaMall Trust).
WongPartnership LLP acted for Frasers Centrepoint Ltd a wholly-owned subsidiary of Fraser and Neave, Ltd in the acquisition of all the shares held by The Forbes Tower Holdings Ltd in 69 companies incorporated in the British Virgin Islands (the ‘BVI Companies’). The BVI Companies each own the freehold interest to an apartment unit in Fraser Place Forbes Tower in the Philippines and collectively, they own 69 such apartment units constituting approximately 40 percent of the development in which Fraser Place Forbes Tower is comprised.
WongPartnership LLP acted for the consortium which comprised of Baring Private Equity Asia Pte Ltd, The International Investor and DB International (Asia) Ltd, in relation to a Commodity Murabahah financing (devised in Islamic principles), which refinances the earlier bridge acquisition facilities taken out by Asia Retail Group Ltd in connection with the acquisition of Courts (Singapore) Ltd, Courts Mammoth Berhad and a 20 percent equity interest in Memphis King Ltd (holding company of Courts Megastore (Thailand) Ltd). The acquisition exercise involved assets in multiple jurisdictions including India, Hong Kong, Philippines, Sri Lanka, New Zealand and Brunei Darussalam.
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David Miles remembered
We mourn the passing of a remarkable lawyer and dear friend.