Deals – 13 December 2012

Allens has advised Asia Pacific gold producer OceanaGold in respect of a C$93.3 million (US$94.7m) equity capital raising. Canada-based OceanaGold, which is listed on the TSX, ASX and NZX, has three operating gold mines and a portfolio of assets located in New Zealand and the Philippines. Proceeds will be used to pay outstanding debt and provide balance sheet and operating flexibility. Partner Julian Donnan led the transaction whilst Sullivan and Cromwell advised on US law, Simpson Grierson on New Zealand law and Fasken Martineau on Canadian law. The underwriters were advised by King and Wood Mallesons on Australian law, Stikeman Elliot on Canadian law and Dorsey & Whitney on US law.

Allens has acted on Sydney Airport and Hobart Airport re-financings. In the first transaction, the firm acted in respect of the recent A$1.1 billion (US$1.16b) re-financing for Sydney Airport’s maturing senior debt, including acting for a syndicate of 10 major domestic and international lenders on a A$300 million (US$316m) new senior facility. In the second re-financing, the firm acted for three financiers in respect of a A$175 million (US$184.5m) debt raising for Hobart Airport. Partner Renee Boundy led both transactions. King and Wood Mallesons also advised on the transaction.

Appleby has acted as Cayman counsel for Maxclean Holdings Ltd in respect of its proposed listing in the US, with a value of over US$12 million. The shares will be listed on the Over-the-Counter Bulletin Board (OTCBB), a regulated quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter equity securities. Maxclean Holdings Ltd, founded in Hong Kong, focuses on the development, manufacture and distribution of contamination control supplies and critical cleaning products which are supplied to the PRC domestic and overseas markets. Partner Judy Lee led the transaction whilst Norton Rose acted as US counsel.

Amarchand & Mangaldas has acted as domestic legal counsel for Citi in respect of the share trade agreement in the offer for sale (OFS) by promoters of Blue Dart Express Ltd. Citi acted as the stock broker to undertake the OFS. The OFS constituted approximately 1.43 million equity shares of INR10 (US$0.184) each of Blue Dart Express Ltd at a price priority basis with a floor price of INR1,720 (US$31.66) by DHL Express (Singapore) Pte Ltd. The deal was signed on 21 November 2012 and closed on 26 November 2012. Partners Yash Ashar and Gaurav Gupte whilst Cleary Gottlieb Steen & Hamilton acted as international legal counsel. The domestic legal counsel and international legal counsel to DHL Express (Singapore) Pte Ltd were Talwar Thakore & Associates Mumbai and Linklaters, respectively.

AZB & Partners has advised GlaxoSmithKline Plc and GlaxoSmithKline Pte Ltd in respect of their voluntary open offer, along with Horlicks Ltd, for the acquisition of approximately 13.38 million shares representing 31.84 percent of the voting share capital from the public shareholders of GlaxoSmithKline Consumer Healthcare Ltd. Partners Ajay Bahl and Anil Kasturi led the transaction which was valued at approximately INR52.2 billion (US$950m).

AZB & Partners has also advised Christie Digital Systems USA Inc in respect of its acquisition of 100 percent of the equity of VR Solutions (India) Private Ltd and VR Solutions Pty Ltd Australia. Partners Srinath Dasari and Ravi Prakash led the transaction which was completed on 30 November 2012.

Baker & McKenzie is advising Champion Real Estate Investment Trust in respect of its US$1 billion guaranteed medium term note programme. The Hongkong and Shanghai Banking Corporation Ltd is the arranger for the notes programme. Partners Milton Cheng and Andrew Lockhart are advising Eagle Asset Management (CP) Ltd, the REIT manager. Partner Jason Ng led the team acting for HSBC Institutional Trust Services (Asia) Ltd, the REIT trustee.

Clayton Utz has advised ASX-listed Perth-based iron ore producer Gindalbie Metals Ltd in respect of its A$40 million (US$42.19m) fully underwritten placement to institutional and sophisticated investors. The placement is underwritten by UBS. The raising is being undertaken to fund the development of the Karara iron ore project. It is also proposed that Gindalbie’s major shareholder Ansteel (35.89 percent) will participate in a separate placement of approximately A$22 million (US$23.2m), subject to shareholder approval and legal and regulatory approvals. Ansteel is one of China’s biggest steel makers. Partner Mark Paganin led the transaction.

Clifford Chance has advised China’s Jiangsu Jinsheng Industry Co Ltd in respect of its acquisition of the natural fibres and textile components business units from Oerlikon Corporation AG Pfäffikon (Switzerland). The purchase price was based on an enterprise value of around CHF650 million (US$700m). The transaction is subject to clearance by the relevant antitrust authorities. Jinsheng Industry intends to take over all 3,800 employees and all production sites pertaining to the business units being sold by Oerlikon. After closing, they will operate under the traditional company name ‘Saurer’, reviving the name of the company which was merged into Oerlikon in 2007. Partners Glen Ma, Maggie Lo, Dr Stefanie Tetz and Dr Dimitri Slobodenjuk led the transaction.

Colin Ng & Partners has acted for intellectual property group Spruson & Ferguson in respect of its acquisition of Ella Cheong’s interest in their patents joint venture in South-East Asia and the transfer of the joint venture’s trademark practice to Ella Cheong LLC. Spruson & Ferguson Asia has been providing a range of patent prosecution and management services in South-East Asia for over 10 years. The practice will continue its operations with over 120 professional and support staff from its Singapore and Kuala Lumpur offices. Partner Bill Jamieson led the transaction.

Davis Polk has advised The People’s Insurance Company (Group) of China Ltd (PICC), a leading large-scale integrated insurance financial group in China, in respect of its approximately HK$24 billion (US$3.1 billion) IPO and listing on the HKSE and an international offering in reliance on Rule 144A and Regulation S. The IPO, with total proceeds of nearly US$3.6 billion if the over-allotment option is fully exercised, is the largest in Hong Kong and the largest IPO of a PRC company in the past two years. Partners Howard Zhang, Antony Dapiran, Li He, Jeffrey M Oakes and James C Lin led the transaction which was completed on 7 December 2012. The underwriters on the transaction were led by CICC HKS, HSBC, Credit Suisse and Goldman Sachs as joint sponsors and by Goldman Sachs, Deutsche Bank, Credit Suisse, CICC HKS and HSBC as joint global coordinators, together with ABCI, CCB International, Essence International, BOCI, ICBC International, JP Morgan, Bank of America Merrill Lynch, Daiwa, UBS, Haitong International, Morgan Stanley and Citigroup as joint book-runners, joint lead managers and underwriters, and were advised by Sullivan & Cromwell on US law and Slaughter and May on Hong Kong law.

Dechert has advised PPR SA, one of the world’s largest luxury group, in respect of its acquisition of Chinese fine-jewelry maker Qeelin Ltd. The acquisition of Qeelin will give PPR strength and depth in its retail and luxury goods business in Asia and Europe, especially in China, a key region for its global growth. The PPR Group owns an ensemble of luxury and sport and lifestyle premium brands, specialising in apparel and accessories including Gucci, Alexander McQueen, Bottega Veneta, Yves Saint Laurent and Puma. Partner Basil Hwang, with partner Lewis Ho, led the transaction.

DLA Piper has acted as Hong Kong and US counsel for Casablanca Group Ltd in respect of its IPO on the HKSE and its global offering. Casabalnca is a leading branded bedding products company in mainland China and Hong Kong. The global offering consisted of an aggregate of 50 million. The HKSE offering consisted of approximately 5 million shares whilst approximately 45 million shares were made available for the international placing. The net proceeds raised were approximately HK$47.5 million (US$6.13m). Haitong International Capital Ltd was the sole sponsor, Haitong International Securities Company Ltd was the sole global coordinator, and Haitong International Securities Company Ltd and UOB Kay Hian (Hong Kong) Ltd were the joint book-runners and joint lead managers of this global offering. Partners Stephen Peepels and Jeffrey Mak led the transaction.

Freshfields Bruckhaus Deringer has advised HKSE-listed leading property developer Shui On Land Ltd in respect of its issuance of US$500 million senior perpetual capital securities with an annual distribution rate of 10.125 percent. The securities are issued by the company’s wholly-owned subsidiary Shui On Development (Holding) Ltd and will be used to supplement funding of the Shui On Land group’s expansion and growth plans. The securities will be traded on the SGX. Partners Andrew Heathcote and Charles Ching led the transaction.

Gide Loyrette Nouel has advised Hong Kong retail conglomerate King Power Group (King Power) in respect of the acquisition of Château Bernadotte from Château Pichon Longueville Comtesse de Lalande, part of the renowned Champagne Louis Roederer group. King Power is a diversified global group with activities across various sectors. Château Bernadotte operates a large vineyard within the Haut-Medoc AOC appellation in Saint-Sauveur, in the Bordeaux region of France. It has a yearly production of around 200,000 bottles. Château Bernadotte, with Château Pichon Longueville Comtesse de Lalande, was acquired by Champagne Louis Roederer in 2007. Partner Guillaume Rougier-Brierre led the transaction. Ernst & Young Bordeaux advised King Power Group on financial and tax matters. Champagne Louis Roederer was advised by Wine Bankers & Co on M&A aspects and Fidal Bordeaux on legal aspects.

Gilbert + Tobin has advised Credit Suisse as sole lead arranger and underwriter in respect of the US$325 million financing package provided to Atlas Iron Ltd. The package consists of a US$275 million institutional Term Loan B facility and an A$50 million (US$52.7m) three-year revolving facility. The transaction was announced on 10 December 2012 and the package will be used to complete the development of the Mt Dove, Abydos and Mt Webber mines and the Yard 2 expansion works at Utah Point at Port Hedland, ultimately allowing Atlas Iron to meet its Pilbara iron ore production target of 12 million tonnes per annum by December 2013. Partner James Lewis, with partners John Schembri and Claire Boyd, led the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised state-owned PT Krakatau Steel (Persero) in respect of the US$450 million financing for the construction and operation of a new blast furnace complex. Krakatau Steel, the largest steel plant company in Indonesia, is expected to become the largest steel company in Asia with the construction of the new complex. Two credit facilities have been signed by Krakatau Steel, including a US$200 million Sinosure credit facility with lenders China Development Bank Corporation, Industrial and Commercial Bank of China Ltd and the Hongkong and Shanghai Banking Corporation Ltd and a rupiah equivalent US$250 million commercial credit facility with lenders PT Bank Mandiri Tbk, PT Bank Negara Indonesia Tbk and PT Bank Rakyat Indonesia Tbk. Partner Indri Pramitaswari Guritno led the transaction.

Herbert Smith Freehills has acted for Gemshine Investments (S) Pte Ltd in respect of its acquisition of Compass Point mall, a 5-storey strata-titled suburban mall in Sengkang, Singapore with a net lettable area of 269,546 sq ft. The acquisition involved shares and debt for a purchase price of S$519 million (US$425m). Gemshine is an incorporated joint venture between PRUPIM-managed Asia Property Fund and Frasers Centrepoint Ltd. Asia Property Fund is an open-end SICAV-SIF incorporated in Luxembourg with a diversified investment mandate in core Asia Pacific real estate. The vendor, Sengkang Mall Ltd (SML), applied the sale proceeds towards the redemption of senior and junior bonds issued in 2002 when Compass Point was securitised. Partner Simon Taskunas led the transaction which was completed on 20 November 2012 whilst WongPartnership acted as Singapore counsel. Shook Lin & Bok acted for SML whilst Allen & Gledhill represented OCBC Bank, Gemshine’s financier.

Jones Day has advised ICICI Bank Ltd as arranger, agent and lender in respect of two syndicated facilities having an aggregate value of US$50 million to listed Indian outsourcing company Firstsource Solutions Ltd and its subsidiaries. The proceeds from the facilities were used for redemption of Firstsource Solutions Ltd’s foreign currency convertible bonds and the working capital needs of the Firstsource Solutions group. Partner Sushma Jobanputra led the transaction whilst Amarchands & Mangaldas & Suresh A Shroff & Co advised as to Indian law, Richards Layton & Finger as to Delaware law and Sycip Salazar, Hernandez & Gatmaitan as to Philippines law. The Firstsource Group was advised by Linklaters.

K Law has advised Net Positive Business Analytics Private Ltd and its shareholders in respect of the sale of the company’s controlling stake to EFX Holdings Ltd Mauritius (Equifax). The company provides analytics and business intelligence solutions to the financial services, insurance, retail and telecommunications sectors. Equifax is primarily engaged in consumer and business credit reporting. Partner Shwetambari Rao led the transaction. Equifax was represented by Amarchand & Mangaldas & Suresh A Shroff & Co led by partner Leena Chacko.

Khaitan & Co has acted as domestic legal counsel for Mahindra & Mahindra Financial Services Ltd in respect of its qualified institutions placement of approximately INR8.7 billion (US$160m). Mahindra and Mahindra Financial Services Ltd is one of India’s leading non-banking finance companies. Partner Nikhilesh Panchal acted on the transaction. Amarchand Mangaldas, led by partner Yash Ashar, acted as domestic legal counsel to the book running lead managers composed of Kotak Mahindra Capital Company Ltd, Citigroup Global Markets India Private Ltd, Deutsche Equities India Private Ltd, HSBC Securities and Capital Markets (India) Private Ltd and JM Financial Institutional Securities Private Ltd whilst Jones Day acted as international counsel.

Khaitan & Co has also advised Waterlogic PLC in respect of a 50:50 joint venture with Aquamall Water Solutions Ltd, a wholly owned subsidiary of Eureka Forbes Ltd. Waterlogic is a leading manufacturer and global distributor of water mains-fed attached point-of-use drinking water purifying and dispensing systems. Partner Kalpana Unadkat acted on the transaction.

King & Wood Mallesons has advised PetroChina International Investment (Australia) Pty Ltd, a subsidiary of PetroChina, in respect of the acquisition of an 8.33 percent interest in the East Browse joint venture and a 20 percent interest in the West Browse joint venture from BHP Billiton for US$1.63 billion. Subject to regulatory approval and other customary conditions, the acquisition is expected to complete in the first half of 2013. The East Browse JV and the West Browse JV are a part of a world class gas resource located off the coast of Western Australia. PetroChina is the largest oil and gas producer and distributor in China and one of the largest oil and gas companies in the world. Partner Joshua Cole, supported by partners David Perks, Tim Warman and Sally Audeyev, led the transaction.

Ogier acted as BVI legal adviser to luxury international jeweller Graff Diamonds in respect of a US$450 million refinancing loan from a consortium of banks consisting of Standard Chartered, Barclays and the Royal Bank of Scotland. Partner Nathan Powell led the transaction alongside Linklaters. Hogan Lovells acted for the banks.

Orrick’s Tokyo and New York offices has advised leading Japan-based clothing and accessories retailer Sanei International Co Ltd (Sanei) in respect of its approximately ¥3.3 billion (US$39.6m) sale of its interest in Kate Spade Japan Co Ltd, a joint venture between Sanei and Kate Spade LLC. Mark Weeks and Quinn Moss led the transaction.

Shook Lin & Bok has acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of First Real Estate Investment Trust (First REIT), in respect of the proposed acquisition of an integrated hospital and hotel development and a hospital in Indonesia (Siloam Hospitals Manado & Hotel Aryaduta Manado and Siloam Hospitals Makassar) for approximately S$143 million (US$117m). Partners Tan Woon Hum and Andrea Ng advised on the transaction.

Slaughter and May is advising CLSA Ltd in respect of its proposed conditional placing under a share placing agreement entered into with Paul Y Engineering Group Ltd (PYE) to raise gross proceeds of at least HK$3.2 billion (US$411m) from the placing of a minimum of 1.176 million new shares and up to HK$2.4 billion (US$308m) worth of convertible bonds (CBs), together with an upsize option to place a further HK$1.6 billion (US$206m) worth of new shares and CBs, resulting in aggregate gross proceeds of up to HK$4.8 billion (US$617m). The proceeds from the placing, together with proceeds from a separate placing of up to HK$1.6 billion (US$206m) worth of CBs, are intended by PYE to fund a proposed acquisition of Falloncroft Investment Ltd for HK$2 billion (US$257m) and the development of Falloncroft’s business. PYE also proposed to effect a distribution in specie to all existing PYE shareholders of 49 percent of PYE BVI, an unlisted company under which the entire existing construction, civil engineering and property-related businesses of PYE is held, and has declared a special cash dividend of HK$0.26 (US$0.033) per existing share with a scrip option to subscribe for new shares at HK$0.68 (US$0.0877) per share. The placing, contingent placing, acquisition, distribution and cash dividend are inter-conditional on each other and will be subject to approval by PYE shareholders. Partner Benita Yu is leading the transaction.

Stamford Law is advising SGX Mainboard-listed Petra Foods Ltd in respect of its sale of its cocoa ingredients division to Swiss Exchange-listed Barry Callebaut for a cash consideration of approximately US$950 million. Petra Foods’ cocoa ingredients division is one of the world’s largest suppliers of cocoa ingredients to the food and beverage industry and comprises of six cocoa ingredients processing facilities in Indonesia, Malaysia, Thailand, Brazil, Mexico and Germany and a cocoa butter factory in France. Barry Callebaut is the world’s leading manufacturer of high-quality cocoa and chocolate products. The acquisition will increase Barry Callebaut’s presence in the global cocoa ingredients market. The sale is subject to Petra Foods’ shareholder approval, regulatory approvals as well as pre-completion restructuring of Petra Foods’ cocoa ingredients business in Indonesia and Philippines. Partner Yap Wai Ming led the transaction which was announced on 12 December 2012.

Sullivan & Cromwell is representing Borealis Infrastructure, the infrastructure investment arm of the OMERS pension plan, and Ontario Teachers’ Pension Plan Board in respect of the sale of their respective one-third interests in the Express Pipeline System to Spectra Energy Corporation. The transaction, with a total value of approximately US$1.49 billion (consisting of US$1.25 billion in cash and US$240 million in assumed debt), also included the sale by Kinder Morgan Energy Partners of the remaining one-third interest to Spectra Energy Corp. Partner Joseph Frumkin led the transaction which was announced on 11 December 2012.

WongPartnership has acted for Olam International Ltd in respect of its renounceable underwritten rights issue comprising US$750 million 6.75 percent bonds due 2018, with approximately 387.36 million free detachable warrants on the ordinary shares of the company. Partners Rachel Eng, Hui Choon Yuen and Colin Ong led the transaction.

WongPartnership has also acted as Singapore counsel for Mitsubishi Heavy Industries Ltd in respect of the merger of its forklift truck business operations with that of Nippon Yusoki Co Ltd. Partners Ng Wai King and Ong Sin Wei led the transaction.