Deals – 10 November 2011

Allen & Gledhill has acted as Singapore law counsel for CapitaMall Trust in respect of CapitaMall Trust Management Ltd’s private placement of approximately 139.7 million new units at S$1.79 (US$1.39) per unit, to raise gross proceeds of approximately S$250 million (US$193.5m). Partners Jerry Koh and Teh Hoe Yue led the transaction.

Allen & Gledhill has acted as Singapore counsel for CitySpring Infrastructure Management Pte Ltd, as trustee-manager of CitySpring Infrastructure Trust (CitySpring), in respect of CitySpring’s renounceable rights issue to raise gross proceeds of approximately S$210.2 million (US$162.7m). Under the rights issue, approximately 539 million new ordinary units in CitySpring were offered at S$0.39 (US$0.30) per rights unit on the basis of 11 rights units for every 20 ordinary units in CitySpring held as at books closure date. A wholly-owned subsidiary of Temasek, CitySpring’s largest unit holder, had irrevocably undertaken to subscribe for and procure subscription for approximately 458 million rights units, representing 85 per cent of all the rights units. Partners Prawiro Widjaja and Bernie Lee led the transaction. Advising Temasek as to Singapore law are partners Lim Mei, Sharon Wee and Lynn Ho.

Allens Arthur Robinson is advising nine major local and international banks in respect of the syndicated and working capital debt portion of a A$1.23 billion (US$1.25b) finance package for Perth Airport, which is owned by Perth Airports Development Group. The finance package, announced on 2 November 2011, gives Perth Airport greater funding flexibility for planned and future developments at Perth’s only international airport. The package includes A$915 million (US$927.3m) in syndicated revolving facilities with four, six and seven-year terms and an A$15 million (US$15.2m) working capital facility and a bank facility of A$300 million (US$304m), which will be used to backstop a future capital markets issue to fund capital expenditure through to 2015. Partner Richard Gordon is leading the transaction.

Allens Arthur Robinson has advised solar module manufacturer First Solar in respect of its involvement in Australia’s first utility scale solar power project, the 10-megawatt Greenough River Solar Farm located 50km southeast of the West Australian town of Geraldton. The project will be larger than any other solar project operating in Australia and its outputs will be purchased by the WA Water Corporation to help offset the energy requirements of the Southern Seawater Desalination Plant. Under the deal, First Solar will supply the project with more than 150,000 modules and will provide engineering, procurement and construction services, in addition to maintenance and operational support, once the solar farm is completed. Partner Anthony Arrow led the transaction. Freehills acted for the JV partners GE and Verve.

Amarchand & Mangaldas & Suresh A Shroff & Co will be advising the board of directors of ALSTOM Projects India Ltd in respect of the demerger of its boiler business. In furtherance of a letter of binding intent entered between ALSTOM Holdings and Shanghai Electric on 20 April 2011 for the creation of a joint venture to combine their resources in the field of boilers and boiler related equipment activities, the board of directors of ALSTOM Projects India Ltd gave its approval on 25 October 2011 to the demerger of the boiler business through a scheme of arrangement under Sections 391 to 394 of the Companies Act. Partners Akila Agrawal and Anirudh Das will be leading the transaction.

AZB & Partners has advised Kokuyo S&T Co Ltd (Kokuyo), a wholly-owned subsidiary of Kokuyo & Co Ltd, in respect of its agreement to acquire approximately 30 per cent of the shareholding of Camlin Ltd and thereafter acquire a further 20 per cent by way of a take over offer. The acquisition of approximately 10 per cent of Camlin’s shareholding was completed on 8 July 2011 whilst the acquisition of approximately 20 per cent and the take over offer for an additional 20 per cent were completed on 13 October 2011. Partners Alka Nalavadi and Varoon Chandra led the transaction which was valued at approximately US$64 million.

AZB & Partners has also advised NLMK International BV in respect of the acquisition of 100 per cent of the shares of Nippon Transcore Private Ltd from its existing shareholders. The deal was signed on 3 October 2011 and was completed on 21 October 2011. Partner Shuva Mandal led the transaction valued at approximately US$3 million.

Clayton Utz and Freehills have jointly advised Pacific Equity Partners (PEP) in respect of its joint venture with Swedish-based global consumer goods company Svenska Cellulosa Aktiebolaget (SCA) to develop SCA’s Australasian operations. Structured as an equal joint venture, the transaction is innovative in the Australian private equity market where 100 per cent acquisitions are more typical. Partners Philip Kapp and Mark Williamson led the Clayton Utz team which advised on the JV arrangements whilst Freehills partners Mark Crean, Hayley Neilson and Kristin Stammer led the team advising on the M&A, banking and intellectual property aspects of the transaction.

DLA Piper has acted as Hong Kong legal advisers to Schramm Holding AG, a German subsidiary of Korean listed company SSCP Co Ltd (SSCP), in respect of its €142 million (US$192.3m) public takeover by AkzoNobel, the largest global paints and coatings company in the world. The transaction involved ancillary special deals between AkzoNobel and Schramm’s majority shareholder SSCP, and continuing connected transactions between Schramm and SSCP. Partner JC Lee and Esther Leung led the deal. Norton Rose and Shin & Kim in Korea acted for SSCP whilst Mayer Brown and Kim & Chang in Korea served as legal advisors to AkzoNobel.

Gide Loyrette Nouel has advised SEB International (SEB), one of the world’s largest manufacturers of cookware and small domestic appliances, in respect of the acquisition of a further stake in Shenzhen Stock Exchange listed Zhejiang Supor (Supor), a leading manufacturer of cookware and rice cookers. SEB has received approval to increase its stake from 51.31 per cent to 71.31 per cent of Supor’s capital. This follows approval from the Ministry of Commerce of the People’s Republic of China (MOFCOM) in July and a successful review carried out by the China Securities Regulatory Commission (CSRC). SEB will purchase approximately 115.5 million shares in Supor for approximately CNY3.46 billion (US$545.6m). The Su family will retain a 12.5 per cent stake in the company. The remaining shares make up the free float and will continue to be traded on the stock market. Closing is expected in the forthcoming weeks, following completion of a number of administrative procedures. Partner Antoine de la Gatinais led the transaction.

Gilbert + Tobin has advised Conquest Mining Ltd in respect of its merger of equals with Catalpa Resources Ltd as well as the concurrent purchase of assets from subsidiaries of Newcrest Mining Ltd, forming Evolution Mining, a leading mid-cap Australian gold producer. The transaction was implemented on 2 November 2011 following support from Conquest and Catalpa shareholders at meetings held on 14 October 2011. Evolution Mining has five wholly owned gold projects and a pro forma market capitalisation of more than A$1 billion (US$1.01b). Newcrest will be the largest shareholder in Evolution Mining, with a 38 per cent interest in the company. Partner Tony Bancroft led the transaction. The firm is also advising Evolution Mining on a proposed entitlement offer to raise approximately A$150 million (US$152m) whilst Mallesons Stephen Jaques, led by partner Shannon Finch, acted for Goldman Sachs and Macquarie Capital (Australia) Ltd in the proposed fully underwritten capital raising. Gilbert + Tobin also acted for Catalpa whilst AAR acted for Newcrest.

Khaitan & Co has advised Olam Agro India Ltd in respect of the acquisition of 100 per cent stake in Hemarus Industries Ltd for approximately US$74 million. Olam Agro India Ltd is a leading name in India for commodity trading, processing and export in agro-products and is one of India’s largest cashew and coffee exporters. Partner Anand Mehta led the transaction.

Khaitan & Co has acted as Indian counsel for Japanese consulting firm Nomura Research Institute (NRI) in respect of its agreement to acquire 25.1 per cent of Market Excel Data Matrix Pvt Ltd. NRI has more than 600 professional consultants deployed in Japan and abroad, and has clients among almost 70 per cent of the companies in the top 100 (in terms of total capitalization) in the Tokyo Stock Exchange. Partner Rajat Mukherjee led the transaction.

Nishith Desai Associates has acted as Indian legal and tax counsel to Siemens Project Ventures GmbH in respect of the transfer of its 14 per cent stake in Bangalore International Airport Ltd (valued at approximately US$1 billion) to Bangalore Airport and Infrastructure Developers Private Ltd, one of the GVK group entities, for a total consideration of INR6.14 billion (US$125m).

RHT Law has acted for Oasis Ventures Ltd in respect of its approximately S$37.9 million (US$29.4m) acquisition of 129.7 million shares, representing approximately 29.5 per cent of the issued share capital, in SGX-ST listed China Dairy Group Ltd from F&N Dairy Investments Pte Ltd, a wholly-owned subsidiary of Singapore listed Fraser and Neave Ltd. Partners Hee Theng Fong and Billy Lau led the transaction which was completed on 1 November 2011.

Shin & Kim has represented Hyundai Commercial Inc in respect of its issuance of new shares to three financial institutions. Hyundai Commercial Inc issued five million new shares, 20 per cent of total issued and outstanding shares, in the form of preferred convertible shares at the issuance price of KRW20,000 (US$17.65) per share. The transaction closed on 7 November 2011. Chang Hyun Song and Eun Nyung Lee led the advisory team.

Shook Lin & Bok’s Singapore office has acted as Singapore law counsel for CNMC Goldmine Holdings Ltd, a Singapore incorporated company with Malaysia-based gold mining subsidiaries, in respect of its listing and placement of 41.1 million shares on the SGX-ST to raise proceeds of approximately S$16 million (US$12.4m). The transaction represents the first listing and IPO of a gold mining company in Singapore on the SGX-ST Catalist board under the new Mineral, Oil and Gas Guidelines promulgated in February 2011. Partners Teo Yi Jing and Roy Goh led the transaction.

White & Case has represented China Development Bank Hong Kong Branch in respect of a US$400 million financing for the take-private transaction of NASDAQ-listed Harbin Electric Inc. The financing enabled Tech Full Electric Company Ltd, an entity controlled by Harbin Electric founder and chairman Tianfu Yang, other management investors and Abax, to acquire the publicly-held shares of Harbin Electric, a developer and manufacturer of a wide variety of electric motors in the PRC. The transaction was completed on 2 November 2011. The deal was led by John Shum and Xiaoming Li whilst Walkers, led by partner Ashley Davies, acted as offshore counsel.

WongPartnership has acted for K-REIT Asia in respect of the S$2.01 billion (US$1.56b) acquisition of an approximately 87.5 per cent equity interest in Ocean Properties Pte Ltd, which owns Ocean Financial Centre, a landmark Grade A 49-storey premium office tower which is one of the largest and newest office developments with environmentally sustainable features located in Singapore’s central business district, for a period of 99 years. K-REIT Asia is raising S$983.8 million (US$762m) from a 17-for-20 rights issue to fund the acquisition. Partners Rachel Eng, Low Kah Keong, Long Chee Shan, Karen Yeoh, Carol Anne Tan and Christy Lim acted on the matter.

WongPartnership has acted for The Straits Trading Company Ltd in respect of the establishment of its S$500 million (US$387.2m) multicurrency debt issuance programme. DBS Bank Ltd is the arranger and dealer of the programme. The deal represents the company’s first unsecured medium term note programme. Partners Hui Choon Yuen and Goh Gin Nee acted on the matter.