|Allen & Overy has advised the Republic of the Philippines on its issuance of debt exchange warrants. The warrants entitle holders to exchange US$2.0 billion of certain of the Philippines’ dollar or euro-denominated bonds maturing before January 18, 2017 into peso-denominated Treasury bonds in the event of a default by the Republic. The sale was conducted through a Dutch auction.
Amarchand Mangaldas acted for Reliance Power Ltd in relation to its recently concluded initial public offering of Rs. 115,632 million (approximately US$3 billion). This was the largest ever Indian public offering and created unprecedented demand among investors. Reliance Power was a dormant company and had no business till very recently prior to the IPO.
Amarchand & Mangaldas acted for Thomas Cook UK (Thomas Cook) in relation to its recently executed acquisition of up to 74.9 percent of the issued share capital in Thomas Cook India Ltd (TCIL) from Dubai Financial Group LLC (DFG). This gives Thomas Cook control of the company by way of a private acquisition of 54.4 percent and an open offer for 20 percent with an additional 7.8 percent being bought from DFG by Thomas Cook subject to the number of shares tendered in the open offer. As a result of this transaction Thomas Cook will acquire between 61.8 percent and 74.9 percent of TCIL’s share capital.
Amarchand & Mangaldas represented The Walt Disney Company (Southeast Asia) Pte. Ltd. (TWDC) in its investment of approximately US$200 million into UTV Software Communications Ltd (UTV), a listed Indian company. As a result of the investment, TWDC’s stake in UTV will go up from 13.7 percent to 32.1 percent on a fully diluted share capital basis. At the same time TWDC also invested in UTV Global Broadcasting Ltd with UTV by acquiring a 15 percent stake for US$30 million.
Baker & McKenzie advised China Railway Construction Corporation Ltd (CRCC), as Hong Kong and US law counsel, on its HK$18.3 billion / US$2.3 billion (before exercise of the over-allotment option) H-share offering. The H-shares commenced trading on the Hong Kong Stock Exchange on 13 March 2008. CRCC is the largest provider of highway construction services in China, with a particular focus on freeways, bridges and tunnels.
Cleary Gottlieb represented Credit Suisse as the warrant manager in a Regulation S offering by the Republic of the Philippines of two million debt exchange warrants, which permit the exchange of US$2 billion of bonds. The warrants entitle the holders to exchange specified series of the Republic’s outstanding U.S. dollar- and euro-denominated bonds for a series of Philippine domestic bonds denominated in Philippine pesos, in the event of a default on those foreign-currency bonds. The offering was sold to international as well as Philippine investors, primarily Philippine banks.
Clifford Chance has advised ABN Amro Special Situations Group, Citadel and Polygon on their joint equity and convertible bond investment in Jayant Oils & Derivatives Ltd for US$50 million.
Clifford Chance has advised Dubai Investment Group in its SG$14.5 million pre-IPO investment in Debao Property Development Co. Ltd., a real estate development company in Guangzhou.
Clifford Chance acted for Kerry Media Ltd on the mandatory offer for the shares of the company.
Clifford Chance has advised NCB Capital Company, Riyad Bank and Morgan Stanley Saudi Arabia on the rights issue by Saudi International Petrochemical Company (SIPChem). The rights issue structure is being adopted for the first time and allows qualifying shareholders to bid for additional shares at predetermined prices in excess of the issue price. The rights issue is expected to raise between US$533 million to US$1.01 billion depending on the levels of bids received.
Clifford Chance acted for Permira on its acquisition of Arysta LifeScience Corp. for an enterprise value of about US$2.2 billion. Arysta manufactures farm chemicals such as insecticides, provides crop protection and develops pharmaceutical additives and veterinary medicines. This is the first acquisition for Permira in Japan.
JSM advised Shui On Land Ltd on its successful bid for land use rights of a land located in the city centre of Foshan, PRC at a price of RMB 7,510 million. The project in relation to the said land will be a large scale city centre redevelopment project for Foshan with a comprehensive mixed use community comprising approximately 1.5 million square metres gross floor area of office, retail, hotel, cultural facilities and residential property and a ‘Foshan Tiandi’, a restoration project similar to the Shanghai Xintiandi.
Minter Ellison advised Qantas Airways on the reverse takeover of its Qantas Holidays and Qantas Business Travel businesses into listed travel group Jetset Travelworld Ltd in exchange for a controlling equity stake. On completion of the transaction, Qantas will hold 58 percent of Jetset and will appoint a majority of directors to the Jetset board. Jetset will become a subsidiary of Qantas but remain listed on the ASX under the Jetset name.
Paul, Hastings, Janofsky & Walker LLP has advised YIHE Real Estate Holdings Ltd (the Company) and Leading Peak Enterprises Ltd on the issuance of US$100 million secured convertible bonds and US$30 million exchangeable bonds to Goldman Sachs and CITIC Capital, respectively. YIHE Real Estate Holdings Ltd owns various offshore and onshore entities, which in turn hold various real estate properties in Guangzhou and other areas in the PRC.
WongPartnership LLP acted for CapitaLand Ltd in the issue of US$0.94 billion 3.125 percent convertible bonds. The Bonds are convertible into ordinary shares of the Company. This is the largest convertible bonds issuance in Singapore to date.
WongPartnership LLP acted for Invida Pharmaceutical Holdings Pte. Ltd. in it’s acquisition of the Asia-Pacific operations of Valeant Pharmaceuticals International, including the current licensing rights and commercial operations for pharmaceutical products currently marketed by Valeant Pharmaceuticals International in 12 Asian markets.
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