|Allen & Gledhill has advised Oversea-Chinese Banking Corporation Ltd (OCBC) in respect of its issue of S$1 billion (US$791.4m) non-cumulative non-convertible non-voting Class M preference shares callable on 2018 (and from 2022.) The preference shares, subject to declaration by OCBC Board of Directors, will pay semi-annual non-cumulative dividends at the rate of 4 percent per annum of the liquidation preference of S$1 (US$0.79) per preference share. The sole lead manager and book-runner was OCBC and the co-managers were JP Morgan (SEA) Ltd and Morgan Stanley Asia (Singapore) Pte. Partner Glenn Foo led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Standard Chartered Bank as the arrangers and Bank of New York Mellon as the issuing and paying agent, the agent bank and the trustee of the holders of the notes, in respect of Changi Airport Group (Singapore) Pte Ltd’s issue of a S$2 billion (US$1.58b) multicurrency medium term note programme under which the issuer may issue notes from time to time. Partners Margaret Chin, Sunit Chhabra, Daselin Ang and Glenn David Foo led the transaction.
Allens has advised international oil and gas exploration and production company INPEX Corporation in respect of the sale of part of its interest in the up- and downstream arms of the Ichthys Project and associated exploration interests to Osaka Gas, Toho Gas and Tokyo Gas. The sell-downs were completed on 26 June 2012. The Ichthys Project is the largest oil and gas development in the Northern Territory and will deliver significant social and economic benefits to the Territory and Australia. Partner Igor Bogdanich led the transaction.
Allens has also acted for the ISM and Salkat groups in respect of the A$100 million (US$102.3m) sale of the two groups to leading global chemical distributor and German-listed company Brenntag AG. ISM and Salkat are based in Australia and New Zealand and distribute specialty raw materials to the manufacturing industries in both countries. Partner Steve Clifford led the transaction.
Azmi & Associates has acted as co-solicitor, with another Malaysian law firm, to Felda Global Ventures Holdings Bhd (FGVH) in respect of its public listing on the Malaysian stock exchange. FGVH raised approximately US$3.1 billion in Asia’s biggest IPO this year and the world’s second largest public offering after Facebook.
Baker & McKenzie.Wong and Leow, and Hadiputranto, Hadinoto & Partners, the member firm of Baker & McKenzie International in Indonesia, have jointly advised Deutsche Bank AG Singapore Branch in respect of a US$145.5 million syndicated credit facility and a US$30 million syndicated murabaha line facility for PT Media Marya Sentosa (MKS). Proceeds of the facilities were used to refinance MKS’s existing financial indebtedness and to expand MKS’s gas processing facilities in Gresik, Muara Karang and Muara Tawar, Indonesia. Partners Emmanuel Hadjidakis from Singapore and Indri Pramitaswari (Mita) and Nadia Nasoetion from Jakarta led the transaction.
Clifford Chance has advised China Aluminum International Engineering Corporation Ltd (Chalieco) in respect of its IPO which listed on 6 July 2012. The company issued approximately 363.16 million H shares at HK$3.93 (US$0.51) each. The IPO raised approximately HK$1.427 billion (US$184 million). Chalieco is a technology, engineering service and equipment provider in the nonferrous metals industry in China. The company provides fully integrated engineering solutions throughout various stages of the nonferrous metals industry chain. Chinalco is the controlling shareholder of the company. Partner Tim Wang led the deal. Paul Hastings, led by partner Raymond Li, advised China International Capital Corporation Hong Kong Securities Ltd and GF Securities (Hong Kong) Brokerage Ltd as the joint book-runners and joint lead managers.
Clifford Chance has also advised DBS Bank Ltd as sole lead manager and book-runner on the first Hong Kong dollar-denominated corporate perpetual. The HK$1 billion (US$129m), 5.25 percent guaranteed senior perpetual securities were issued by Cheung Kong Bond Securities (02) Ltd and guaranteed by Cheung Kong (Holdings) Ltd. Partner Matt Fairclough led the transaction.
Colin Ng & Partners has acted as Singapore counsel to MacarthurCook Property Securities Fund (MPS) in respect of its recent fully underwritten non-renounceable rights issue. MPS is a property securities fund that is managed by MacarthurCook Fund Management Ltd and has a primary listing on the ASX and a secondary listing on the SGX-ST. The 13:15 rights issue, priced at A$0.035 (US$0.0358), to raise up to A$5.87 million (US$6m), was launched on May 2012 and closed on June 2012. Partner Elaine Beh led the transaction, supported by partner Bill Jamieson.
Colin Ng & Partners has also acted as Singapore counsel advising on the due diligence and Singapore law aspects of the transaction documents for China Resources Gas Group Ltd in respect of the US$238 million acquisition by its wholly-owned subsidiary Thousand Victory Investments Ltd of the entire share capital of AEI China Gas Ltd from AEI Asia Ltd. Partner Ong Wei Jin led the transaction.
Davis Polk has acted as Hong Kong and US counsel to China Nonferrous Mining Corporation Ltd (CNMC) in respect of its HK$1.91 billion (US$247m) global offering and listing on the HKSE. The transaction marks the first time a business comprising Africa-based assets has listed in Hong Kong. CNMC, a subsidiary of the PRC state-owned China Nonferrous Metal Mining Group, is a vertically integrated copper producer based primarily in Zambia. CNMC was the largest PRC enterprise in terms of total overseas copper production in 2011. Partners Bonnie Y Chan, Antony Dapiran, Howard Zhang, Li He, John D Paton and John B Reynolds III led the transaction. The underwriters on the transaction were led by UBS, China International Capital Corporation and JP Morgan as joint global coordinators, joint book-runners and joint sponsors, and were advised by Norton Rose as to Hong Kong and US law.
Freshfields Bruckhaus Deringer has advised Redwood Group Asia in respect of the establishment of the Redwood China Logistics Fund. The fund has an initial target to invest RMB 2.5 billion (US$393.5m) of equity in distribution, logistics and light manufacturing real estate facilities in selected high growth markets in China. Partner Edward Cole led the transaction.
Khaitan & Co advised ICICI Bank Limited in relation to INR 750 million (approx. USD 14.5 million) investment in the form of preference shares of John Energy Limited for the acquisition of 4 rigs as part of its expansion plans. Partners, Haigreve Khaitan and Shishir Mehta led the transaction.
Khaitan & Co advised DCX Chol Enterprises Inc., in relation to the formation of a joint venture company DCX Cable Assemblies Private Limited by NCBG Holdings Inc. together with two Indian joint venture partners. DCX-Chol Enterprises Inc., is a privately held American-owned small business. They are made up of five vertically integrated manufacturing and assembly divisions, each with their own history, specialisations and products. Partners, Rajiv Khaitan and Anindita Phukan led the transaction.
King & Wood Mallesons has acted for Nestlé in respect of the sale of its Peters Ice Cream business to Australian Food Group, a company owned by private equity group Pacific Equity Partners (PEP). PEP, which is based in Sydney, will own the iconic Peters ice cream brand, plus sub-brands Original, Light & Creamy, Billabong, Frosty Fruits and Monaco Bar. It also acquired a long-term licence to market in Australia some other global Nestle-owned ice-cream brands, such as Drumstick, Heaven and Maxibon. Partners Michael Barker and Katrina Rathie led the transaction. Clayton Utz advised PEP.
King & Wood Mallesons has advised a group of nine banks from Australia, China and South Africa in respect of the A$367.5 million (US$376.8m) refinancing of the Millmerran Power Station in Queensland, which reached financial close on 15 June 2012. Partner Peter Doyle led the transaction. Allens acted for the existing lenders whilst Freehills acted for the project sponsors.
O’Melveny & Myers has represented PT MNC Sky Vision Tbk (MSKY) in respect of its IPO of approximately 1.4 billion ordinary shares on the Indonesia Stock Exchange. The firm advised MSKY on its Rule 144A international offering to eligible investors outside of Indonesia. The offering was 20 percent of its outstanding shares and raised approximately US$227.8 million. MSKY, which operates under the Indovision, Top TV, and OkeVision brands, is Indonesia’s largest provider of pay TV services. Morgan Stanley, JP Morgan and PT MNC Securities acted as joint global coordinators, joint lead managers and joint book-runners. Partner David Makarechian advised on the IPO.
Paul Hastings is representing ABC-Mart Inc, a Tokyo, Japan-based publicly-traded shoe retailer, in respect of its US$138 million cash tender offer for all of the outstanding equity of LaCrosse Footwear Inc, a Portland, Oregon-based provider of premium, branded footwear. Tokyo-listed ABC-MART is a leading shoe retailer in Japan, operating approximately 800 stores throughout Japan, South Korea and Taiwan. NASDAQ-listed LaCrosse Footwear is a leading provider of premium, branded footwear for work and outdoor users, with its iconic Danner® and LaCrosse® brands being sold throughout the United States, Canada, Europe and Asia. Partners Hajime Kanagawa, Toshiyuki Arai and Carl Sanchez led the transaction.
Paul Hastings is also representing Sansei Yusoki Co Ltd, an Osaka-based company engaged in the design, manufacture, repair and maintenance of amusement rides, stage equipment and elevators, in respect of its contemplated acquisition of a stake in S&S Worldwide, one of the world’s leading amusement rides and rollercoaster manufacturers located in the US. Following the signing of the MOU and the official transfer of shares on July 2012, S&S Worldwide will retain its headquarters and manufacturing facilities in Logan, Utah. The acquisition will strengthen Sansei Yusoki’s operational base in Japan and will play a significant part in expanding its business in overseas markets, especially in the US, China and Europe. Partner Toshiyuki Arai led the transaction.
Paul, Weiss, Rifkind, Wharton & Garrison has advised Carlyle Asia Partners III LP, The Carlyle Group’s Asia buyout fund, in respect of its acquisition of a controlling stake of 49 percent in Mandarin Hotel Holdings Ltd, the operator of a mid-market hotel chain in China under the brands of ‘Crystal Orange Hotel’ and ‘Orange Hotel’. The company’s hotel chain currently includes 25 designer hotels in six major Chinese cities. Following the acquisition, Carlyle is the largest shareholder of the company, with Eric Zhang, managing director of The Carlyle Group, appointed as the company’s co-chairman. Partner Jeanette Chan led the transaction.
Rajah & Tann has advised The Ascott Holdings Ltd in respect of in its S$63.3 million (US$50.1m) disposal of shares in Hong Kong Yong Zheng Group Company Ltd (Yong Zheng) to SGX-ST listed Ascott Residence Trust. Yong Zheng holds indirectly 100 percent of Guangzhou Hai Yi Property Development Company, which is established in the PRC and owns a serviced residence located in Guangzhou. Partners Chia Kim Huat and Danny Limb led the transaction which was announced on 9 July 2012 and is on-going, pending fulfillment of conditions precedent, including Ascott Residence Trust’s unit-holders’ approval. Lee & Lee acted for Ascott Residence Trust.
Rodyk & Davidson is acting for GMR Coal Resources Pte Ltd in respect of the reverse takeover transaction announced by United Fiber System Ltd to acquire 96.99 percent of IDX-listed PT Golden Energy Mines Tbk from PT Dian Swastatika Sentosa Tbk and GMR Coal Resources Pte Ltd. Partner Valerie Ong is leading the transaction which is valued at S$2.24 billion (US$1.77b).
Rodyk & Davidson has also acted as the Singapore counsel for AmerisourceBergen Corporation in respect of the Singapore law aspects of its global acquisition of World Courier Group Inc, a privately held leading global specialty transportation and logistics provider for the biopharmaceutical industry. Partner Ng Eng Leng led the transaction which is valued at US$520 million.
Shook Lin & Bok has acted for Adampak Ltd, a manufacturer of high performance labels, seals and other precision die-cut components, in respect of its delisting from the SGX-ST and privatisation by private equity firm Navis Capital Partners Ltd, which is valued at approximately S$110.7 million (US$87.6m). Partners David Chong, Teo Yi Jing and Roy Goh advised on the transaction.
Wong & Partners, the member firm of Baker & McKenzie International in Malaysia, has acted as the sole advisor to Asian Development Bank (ADB) in respect of the establishment of ASEAN Infrastructure Fund (AIF). The US$485.2 million vehicle was officiated in September of last year to finance major infrastructure projects across the ASEAN region, and to promote the use of ASEAN reserves in the financing of the region’s infrastructure needs. The shareholders of AIF consist of Brunei Darussalam, Cambodia, Indonesia, Lao People’s Democratic Republic, Malaysia, Philippines, Singapore, Thailand, Vietnam and ADB, who is also administrator to AIF. Partner Brian Chia led in the establishment of the vehicle, a Malaysian Labuan Incorporated Company.
WongPartnership has acted for United Overseas Bank Ltd, as arranger and dealer, in respect of the establishment of Keppel Telecommunications & Transportation Ltd’s S$500 million (US$395.7m) medium-term note programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.
WongPartnership has also acted for Standard Chartered Bank and DBS Bank Ltd, as mandated lead arrangers, in respect of the S$375 million (US$296.8m) financing to HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee of borrower Cache Logistics Trust, to refinance the borrower’s existing credit facilities and to finance acquisition of future properties. Partners Christy Lim and Carol Anne Tan led the transaction.
ZUL RAFIQUE & Partners has advised UEM Land Holdings Berhad in respect of its collaboration with Iskandar Investment Berhad regarding a mixed development project in Medini, Nusajaya known as the Lifestyle Retail Mall and Residences @ Medini North. Valued at RM665 million (US$209.3m), the project is located at the heart of leisure and tourism of Iskandar Malaysia in the State of Johor and will be directly connected to LEGOLAND Malaysia, the first LEGOLAND theme park in Asia which is scheduled to open on September 2012. Partner Tang Ai Leen advised on the transaction.
ZUL RAFIQUE & Partners has also advised Standard Chartered Saadiq Berhad as the lead arranger in respect of the establishment of a Sukuk programme by Abu Dhabi National Energy Company PJSC (TAQA) of up to RM3.5 billion (US$1.1b), based on the Shariah principle of Murabahah involving selected Shariah compliant commodities with a tenure of up to 20 years for its general corporate purposes. Partner Loh Mei Mei led the transaction which was completed on March 2012.
Data Privacy in Malaysia
DFDL’s William Greenlee sets out the data protection regulatory framework in Malaysia and its recent developments ...
Cross-border transfer of personal financial information in China
Jingtian & Gongcheng partners Yuan Lizhi, Hu Ke and associate Wang Beining take us through the details of the regulatory framework ...
Amendments to three data privacy laws in Korea and the implications
By Kwang-Wook Lee, Helen H. Hwang, Chulgun Lim and Keun Woo Lee of Yoon & Yang ...