|Allen & Gledhill has advised DBS Bank Ltd, Sumitomo Mitsui Banking Corporation Singapore Branch and United Overseas Bank Ltd as lenders in respect of the term and revolving loan facilities of up to S$800 million (US$640m) to FC Commercial Trustee Pte Ltd, the trustee-manager of Aquamarine Star Trust. The proceeds will be used to finance the construction of a retail and office commercial development. Partner Lim Wei Ting led the transaction which is one of the largest Singapore real estate financing transactions in 2013.
Allens has advised China’s Chengdu Tianqi Group Co in respect of the creation of a 51/49 joint venture with NYSE-listed Rockwood Holdings Inc regarding Tianqi Group’s open-pit lithium mining unit, Talison Lithium. Rockwood will also grant Tianqi an option to invest 20 to 30 percent in the European arm of its global lithium business. Talison Lithium is a leading global producer of lithium concentrates from its operations at Greenbushes, Western Australia. Greenbushes is estimated to be the world’s largest known reserve of lithium spodumene minerals. The transaction, which is subject to regulatory approvals, is expected to close in early 2014. Partners Guy Alexander and Marcus Clark led the transaction.
Allens has also advised the Goodman Australia Industrial Fund in respect of its A$343 million (US$312.7m) acquisition of the Sydney Corporate Park in South Sydney from Rathdrum Properties, a member of the Hannan family group of companies. Sydney Corporate Park is a large 14.3 hectare landholding which currently offers approximately 117,000 square metres of net lettable area over a mix of uses, including industrial and commercial. The firm also advised GAIF on its acquisition from the City of Sydney of a 1.98-hectare industrial facility in the Sydney suburb of Rosebery for A$37.4 million (US$34.1m). Partner Victoria Holthouse, supported by partners Andrew Mansour and Penny Nikoloudis, led the transactions. Gilbert + Tobin advised Rathdrum Properties.
Appleby has acted as Cayman counsel for eprint Group Ltd in respect of its listing on the HKSE on 3 December 2013, with gross proceeds of approximately HK$135 million (US$17.4m). eprint Group will use majority of the proceeds for expansion of its production capacity and post-press finishing capability, repayment of banking facilities and expansion of its store network. The remaining proceeds will be used for upgrading IT infrastructure and existing servers, acquiring additional servers, leasing premises for a new data centre and enhancement of online self-service ordering platforms, as well as general working capital. Partner Judy Lee led the transaction whilst Li & Partners and Jingtian & Gongcheng advised as to advised as to Hong Kong law and PRC law, respectively. Deacons and Jia Yuan Law Offices advised the underwriters as to Hong Kong law and PRC law, respectively.
Appleby has also acted as Cayman Islands counsel to Dongpeng Holdings Company Ltd, the largest ceramic tile company in the PRC in terms of 2012 retail sales, in respect of its listing on the HKSE with net proceeds of approximately HK$953.8 million (US$123m). Dongpeng will use majority of the proceeds for expanding and upgrading its production facilities, expanding its distribution network, setting up additional local sales management offices and opening a new research and development centre. Partner John Melia led the transaction whilst Chen & Associates and Wilson Sonsini Goodrich & Rosati advised as to Hong Kong and US law. Simpson Thacher & Bartlett advised the underwriters as to Hong Kong and US law.
AZB & Partners is advising Sequoia Capital, one of the shareholders of Prizm Payment Services Private Ltd, in respect of the sale, in one or more tranches, by all the shareholders of Prizm to Hitachi. Partner Gautam Saha is leading the transaction which was signed on 25 November 2013 and is yet to be completed.
AZB & Partners has also advised Magneti Marelli SpA in respect of its acquisition of 40 percent interest in HMC MM Auto Ltd. Hero MotoCorp Ltd will hold 60 percent of the share capital. HMC MM Auto Ltd will manufacture two-wheeler fuel injection systems and their components. Partner Abhijit Joshi led the transaction which was signed on 30 April 2013 and is yet to be completed.
Baker & McKenzie has advised HKSE-listed China Water Property Group Ltd in respect of its issuance of HK$350 million (US$45.14m) 12.5 percent senior notes due 2016. China Water Property is an integrated commercial and residential property developer, owner and operator in China. The net proceeds will be primarily used for existing and new property projects and for general corporate purposes. Guotai Junan Securities (Hong Kong) Ltd acted as the sole global coordinator, sole lead manager and sole bookrunner whilst Bank of New York Mellon acted as the trustee, paying agent and registrar. Partners Brian Spires, Rossana Chu and Simon Leung led the transaction whilst Conyers Dill & Pearman and King & Wood Mallesons acted as Cayman and PRC counsel, respectively. Guotai Junan and Bank of New York Mellon were represented by Herbert Smith Freehills.
Clayton Utz has advised ASX-listed Collins Foods Ltd in respect of its strategic acquisition of KFC fast food restaurant franchisee Competitive Foods Pty Ltd for A$55.6 million (US$50.5m). The deal was signed on 28 November 2013. Competitive Foods is one of the largest operators of KFC fast food outlets in Western Australia. The acquisition, which remains subject to certain conditions, will see Collins Foods expand its network of KFC outlets outside of the East coast to Western Australia and the Northern Territory. The firm has also advised Collins Foods’ wholly owned subsidiary, Collins FoodsGroup Pty Ltd, in respect of its acquisition of a 50 percent stake in gourmet hotdogs start-up business, The Snag Stand Group, for A$2.25 million (US$2m). The transaction, which involved pre-completion restructuring of the Snag Stand Group, completed on 29 November 2013. Partner Andrew Hay, assisted by partners Stuart Byrne and Alex Schlosser, led both transactions.
Clayton Utz has also advised Infrastructure NSW (INSW) and Sydney Harbour Foreshore Authority (SFHA) in respect of the financial close of the approximately A$1 billion (US$909.6m) Darling Harbour Live (DHL) precinct project. The DHL precinct project involves the interface of a public private partnership structure for the convention, exhibition and entertainment components. It will feature a major new hotel within the North Darling Harbour precinct and a significant new mixed use development in the south precinct of Darling Harbour. Partners Gary Best and Stuart Cosgriff led the transaction from its inception.
Clifford Chance has advised China Life Trustees, a wholly-owned subsidiary of China Life Insurance (Group) Company Ltd, in respect of its acquisition of Lot 126, Taipingqiao property development project in Shanghai. The acquisition is structured as a share purchase from Taipingqiao Holding Company Ltd, a platform holding company of China Xintiandi Holding Ltd, and a purchase of intercompany loan from Shui On Development (Holding) Ltd. The total consideration for the acquisition is estimated to be RMB3.32 billion (US$546.7m). The sale and purchase agreement was signed on 4 December 2013. Partner Kelly Gregory led the transaction.
Davis Polk has advised China Mengniu Dairy Company Ltd, a leading dairy product manufacturer in China, in respect of its Regulation S only English law offering of US$500 million 3.5 percent bonds due 2018. Partners William F Barron, Howard Zhang and Paul Chow led the transaction whilst Maples and Calder and Commerce & Finance Law Offices advised as to Cayman Islands law and PRC law, respectively. Standard Chartered Bank, Deutsche Bank AG, The Hongkong and Shanghai Banking Corporation Ltd and Barclays Bank PLC acted as the joint lead managers and were advised by Linklaters as to English law and by Global Law Office as to PRC law.
Davis Polk has also advised ICICI Bank Ltd, acting through its Dubai branch, in respect of a Rule 144A/Regulation S offering of US$750 million 4.8 percent notes due 2019. Barclays Bank PLC, Citigroup Global Markets Inc, Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Standard Chartered Bank were the joint lead managers and dealers for the offering. ICICI Bank is the largest private sector bank in India and the second-largest bank in India interms of total assets. ICICI Bank is listed on the Bombay Stock Exchange and the National Stock Exchange of India and has its ADSs listed on the NYSE. Partners Eugene C Gregor and Margaret E Tahyar led the transaction. Latham & Watkins, led by partner Min Yee Ng, represented the lead managers, composed of Citigroup, Deutsche Bank, Bank of America Merrill Lynch, Barclays Bank, The Hongkong and Shanghai Banking Corporation and Standard Chartered Bank.
DLA Piper has advised private equity firm AD Capital in respect of Spring Real Estate Investment Trust’s listing on the HKSE on 5 December 2013. AD Capital is a private equity firm owned by the Development Bank of Japan and Asuka Asset Management. The listing of Spring REIT is only the second REIT to have listed in Hong Kong this year and the eleventh REIT to have listed in Hong Kong since the enactment of the Hong Kong REIT Code in 2003. Partners Ed Sheremeta, Stephen Peepels, Luke Gannon and Mike Suen led the transaction.
Herbert Smith Freehills has advised GCL-Poly Energy Holdings Ltd, China’s largest polysilicon and solar wafer producer, in respect of its US$200 million 0.75 percent convertible bonds due 2018. The bonds are proposed to be listed on the SGX and represents GCL-Poly’s very first convertible bonds offering. The bonds, which are convertible into ordinary shares of HKSE-listed GCL-Poly, have been subscribed by PA International Opportunity III Ltd, a fund managed by PAG (formerly known as Pacific Alliance Group). GCL-Poly also granted an option to investor to subscribe for additional convertible bonds of up to US$28.2 million on or before 20 December 2013. Partners Tommy Tong and Philip Lee led the transaction.
Herbert Smith Freehills has also advised Industrial & Commercial Bank of China Ltd (ICBC) in respect of its RMB2 billion (US$329.46m) yuan-denominated dim sum bond issuance in London. ICBC, China’s largest lender by assets, offered the bonds in two tranches: one for RMB1.3 billion (US$214.15m) with a three-year maturity and a 3.35 percent coupon, and the other at RMB700 million (US$115.3m) with a five-year maturity and a 3.75 percent coupon. Proceeds will be primarily used to boost offshore yuan-denominated loans for ICBC. ICBC London, ICBC (Asia), ICBC International, The Royal Bank of Scotland, JP Morgan and Standard Chartered Bank (Hong Kong) Ltd were the underwriters on the issue. The deal marks the second-ever yuan-denominated dim sum bonds to be offered in London. Partners Kevin Roy and Tom Chau led the transaction.
J Sagar Associates has advised Red Fort Capital in respect of the sale of its 49 percent stake in Godrej Developers Private Ltd to Godrej Properties Ltd. Godrej Developers is developing the project “Godrej Genesis” at Kolkata. Partner Vivek Chandy led the transaction.
Khaitan & Co has advised KYB Corporation in respect of its joint venture with Yamaha Motor Co Ltd in India for manufacturing and sale of hydraulic shock absorbers for motorcycles. Established in 1948, KYB is a global company with head office in Tokyo, Japan. For over 80 years, KYB has specialised in hydraulics, with technology widely used in the aeronautical, automotive, construction and railway industries. Partners Zakir Merchant, assisted by partner Bijal Ajinkya, led the transaction.
Khaitan & Co has also advised Lexity Inc in respect of its sale to Yahoo! Inc by a forward triangular merger. Lexity is an e-commerce company founded in 2009 by former Yahoo! Inc product management director Amit Kumar. Lexity, which has its own App store and marketing apps that aim to help online merchants drive sales, has operations in 114 countries worldwide. Partner Rajiv Khaitan led the transaction.
Latham & Watkins has represented Merrill Lynch International, Skandinaviska Enskilda Banken AB and Deutsche Bank AG as joint global coordinators and joint lead bookrunners in respect of the US$554 million IPO by BW LPG Ltd, owner of the world’s largest fleet of very large gas carriers (VLGCs). The shares, which were listed on the Oslo Stock Exchange, comprised approximately 36.3 million new common shares issued by BW LPG Ltd and approximately 38.7 million existing common shares offered by BW Group Ltd which included an over-allotment option of approximately 9.8 million common shares that was exercised on 4 December 2013. The offering by BW LPG Ltd also comprised a retail offering to the public in Norway. Partners Sharon Lau, Antti Ihamuotila and William Lu led the transaction.
Maples and Calder has acted as Cayman Islands and British Virgin Islands counsel to Hengshi Mining Investments Ltd, a company registered in the Cayman Islands by way of continuation from the BVI, in respect of its IPO of HK$1.2 billion (US$154.8m) and listing of 375 million shares on the HKSE. Hengshi Mining started trading in the HKSE on 28 November 2013. The shares were offered at HK$3.40 (US$0.44) each. Hengshi Mining is an iron-ore mining and processing company based in Hebei Province, the province with the largest steel production and iron ore consumption in the PRC. Credit Suisse and Merrill Lynch International acted as joint global coordinators and joint book-runners. Partner Jenny Nip led the transaction whilst Clifford Chance acted as Hong Kong counsel. Freshfields acted for the underwriters.
Maples and Calder has also acted as Cayman Islands counsel to Xinyuan Real Estate Co Ltd in respect of its issue of US$200 million 13 percent senior notes due 2019. The notes are guaranteed by some of Xinyuan’s subsidiaries. Xinyuan, a real estate developer primarily focused in China, intends to use the net proceeds to repay existing debts, invest in new real estate projects in China and the US and for general corporate purposes. Partner Greg Knowles led the transaction whilst Sidley Austin acted as US and Hong Kong counsel and DaHui Lawyers acted as PRC counsel. Shearman & Sterling and Jingtian & Gongcheng acted as US and PRC counsel, respectively, to Morgan Stanley, BofA Merrill Lynch and Barclays as the initial purchasers.
Mayer Brown JSM has advised Goldpac Group Ltd in respect of its global offering and listing on the HKSE, raising approximately US$160 million, if green shoe is exercised in full. Goldpac is a leading supplier of financial cards, card personalisation services and on-site card issuance system solutions in the Greater China region. It is also the only financial card manufacturer and personalisation services provider in China certified by all six of the leading worldwide payment card organisations, namely Visa, MasterCard, American Express, UnionPay, JCB and Diners Club. Partner Billy Au led the transaction.
Minter Ellison has advised the Government of Western Australia in respect of the Ord Development Agreement with Kimberley Agricultural Investment (KAI) that will see more than 13,000 hectares of land in the Kimberley eventually unlocked for agriculture. KAI is an Australian company wholly-owned by China’s Shanghai ZhongFu Group. The agreement initiates a staged investment process that will see KAI construct infrastructure and develop and crop new farmland, eventually doubling the Ord Irrigation Scheme. Over the life of the project, investment by both parties is expected to exceed A$700 million (US$635.57m). Partner Adam Handley, assisted by partners Richard Guit, John Prevost, MatthewKnox and Yi Yi Wu, led the transaction.
Minter Ellison has also advised TPG Telecom Ltd in respect of a sale agreement signed on 8 December 2013 to acquire 100 percent of Telecom New Zealand Australia Pty Ltd, which owns the AAPT and Powertel businesses. The consideration is A$450 million (US$409m) on a debt-free, cash-free basis. TPG will fund the acquisition by increasing and extending its existing debt facility. Completion of the transaction is scheduled for 28 February 2014. AAPT is one of Australia’s leading telecom infrastructure companies offering internet, data and cloud services for businesses and wholesale customers. The incorporation of AAPT’s inter-capital fibre into TPG’s extensive CBD, metropolitan and international network assets will further enhance TPG’s position in the market. Partners Costas Condoleon and Anthony Borgese led the transaction. Allens advised Telecom Corporation of New Zealand Ltd .
Norton Rose Fulbright is advising PTT Exploration and Production Public Company Ltd (PTTEP) and Pertamina Hulu Energy (a subsidiary of state-owned Pertamina) in respect of acquiring all of Hess’s Indonesian oil and gas producing assets for US$1.3 billion. The transaction, which is one of the largest acquisitions in the Indonesian oil and gas space to date, comprises two significant participating interests in the Natuna Sea A Project and the Pangkah Project. Completion of the transactions is subject to customary closing conditions as prescribed in the share purchase agreements with expected closing dates within 2014 for the Natuna Sea A Project. The Pangkah Project is an oil field in the East Java Sea in Indonesia whilst the Natuna Sea A Project is a gas field located in the West Natuna Sea, near the border between Malaysia and Indonesia. Partner Ashley Wright is leading the transaction. Freshfields is advising Hess.
Norton Rose Fulbright is also advising Beijing Capital Land Ltd (BCL) and Beijing Capital Group (BCG) in respect of an acquisition of approximately 66 percent of the issued share capital of HKSE-listed Juda International Holdings Ltd for HK$351.12 million (US$45.28m). The transaction will trigger a general offer obligation on BCL for acquiring all the shares not already owned by itself and its concert parties. A call option was also structured in which BCL was obliged to tender its remaining shares for acceptance under the general offer. If the call option is exercised in full, BCL and BCG will hold 75 percent of the issued share capital of Juda, an investment holding company principally engaged in the production of phthalic anhydride and fumaric acid in China. BCL is an H-share listed company under the control of the State-owned Assets Supervision and Administration Commission of the People’s Government of Beijing Municipality. Partner Psyche Tai led the transaction. Locke Lord HK advised Juda International Holdings Ltd.
Rahmat Lim & Partners has advised Hap Seng Land Development (JTR 2) Sdn Bhd , a wholly-owned subsidiary of Hap Seng Land Development Sdn Bhd, in respect of the purchase of lands from Naza TTDI Sdn Bhd for approximately MYR153 million (US$47.7m). Partner Amelia Koo led the transaction.
Sidley Austin has represented Digicel Asian Holdings Pte Ltd in respect of its agreement with Ooredoo Myanmar Ltd to build and lease telecommunication towers to support the greenfield rollout of Ooredoo’s telecommunications network in Myanmar. Partner Gerard Hekker led the transaction which is considered the first-of-its- kind in Myanmar.
Simpson Thacher has represented the underwriters, led by Credit Suisse Securities (USA) LLC and JP Morgan Securities LLC, in respect of Sungy Mobile Ltd’s IPO and listing of American depositary shares (ADSs) on the Nasdaq Global Market. The offering of 8.05 million ADSs (including 1.05 million ADSs pursuant to the exercise of the underwriters’ over-allotment option), each representing six Class A ordinary shares, raised US$90.3 million. Sungy is a global provider of mobile internet products and services. Partner Leiming Chen led the transaction.
Simpson Thacher has also represented Barclays Bank PLC in respect of the offering of TransAsia Airways Corporation’s US$75 million zero coupon convertible bonds. TransAsia was ranked sixth in the Top Performing Airlines Worldwide by the Aviation Week study in July 2012 and was the only Taiwanese airline on the top ten list. Common shares of TransAsia are traded on the Taiwan Stock Exchange whilst the bonds are listed on the SGX. Partner Chris Lin led the transaction.
Stephenson Harwood has advised SGX-listed CSE-Global Ltd, an international technology group, in respect of the sale of one of its wholly owned subsidiaries, Servelec Group plc, for £122 million (US$199.8m). Contemporaneously with the sale, which completed on 2 December 2013, Servelec was admitted to the official list and to trading on the premium segment of the London Stock Exchange. Investec Bank plc acted as sponsor, financial adviser, sole book-runner and broker to CSE-Global. Partner Matthew Gorman led the transaction. Walker Morris advised Servelec.
Weerawong, Chinnavat & Peangpanor has advised Credit Suisse (Singapore) Ltd in respect of the purchase of 220 million shares representing 6.7 percent shareholding in VGI Global Media Public Company Ltd through the Big Lot Board of the Stock Exchange of Thailand. The transaction was valued at US$90 million and was made through an overnight placement to local and foreign investors. Partner Peangpanor Boonklum led the transaction which closed on 19 November 2013.
Weerawong, Chinnavat & Peangpanor has also advised Namyong Terminal Public Company Ltd in respect of its IPO and listing on the Stock Exchange of Thailand. The total offering size was US$81.5 million. TISCO Securities Company Ltd was the financial advisor and lead underwriter. The first day of trading of the shares was on 25 November 2013. Partner Peangpanor Boonklum also led the transaction.
WongPartnership has acted for DB International Trust (Singapore) Ltd as trustee, Deutsche Bank AG Singapore Branch as principal paying agent, and Deutsche Bank AG Hong Kong Branch as non-CDP paying agent, in respect of the establishment of a S$350 million (US$280m) multi-currency medium term note programme by Tee International Ltd. Partner Trevor Chuan led the transaction.
WongPartnership is also acting for KOP Group Pte Ltd (KOPG) in respect of the proposed acquisition by Scorpio East Holdings Ltd (SEHL) of the entire shareholding interest in KOP Properties Pte Ltd (KOPP) from KOPG and some of its shareholders, pursuant to which SEHL shall allot and issue new shares in its share capital as consideration for the acquisition of KOPP. Partners Andrew Ang, Kenneth Leong, Long Chee Shan and Serene Soh led the transaction.