|Allen & Overy LLP has advised the Republic of Indonesia (ROI) on the issue of its first global Shari’ah-compliant bond or sukuk. Structured around a sale by the Republic to a special purpose vehicle, Perusahaan Penerbit SBSN Indonesia I, and lease-back of some sixty-six state-owned properties in Jakarta and Bandung, the issuance, valued at US$650 million, was several times oversubscribed. The joint lead managers for the issuance were Barclays, HSBC and Standard Chartered Bank. Assegaf Hamzah & Partners advised the ROI as to Indonesian law. The Allen & Overy team was led by Singapore-based consultant Hooman Sabeti-Rahmati and also involved Singapore-based partner Ken Aboud, Hong Kong-based partner David Johnson (who advised on disclosure and US aspects), and New York-based partner Jack Heinberg (who advised on US tax aspects). The ROI now joins several other sovereign nations who have issued US dollar international sukuk, including Malaysia, Qatar, Bahrain and Pakistan, and the transaction re-opens the public cross-border sukuk market, which had not seen an issuance since the summer of 2008.
Allen & Overy has also advised joint bookrunners and joint lead managers Deutsche Bank, HSBC and J.P. Morgan on a Rule 144A/Reg S $1.5 billion bond offering for Hutchison Whampoa. Closed on 9 April 2009, the deal constitutes the largest global bond issued by an Asian corporate in 2009 to date. Partners David Johnson and Mark Roppel formed part of the firm’s advisory team.
Allens Arthur Robinson has had a busy month. The firm has advised The GPT Group (GPT) on a capital raising to raise a minimum of A$1.2 billion (approx US$921m). The transaction comprises a non-renounceable 1 for 1 pro-rata entitlement offer to eligible security holders and a A$120 million (approx US$92m) institutional placement. Both the institutional component of the entitlement offer and placement are fully underwritten, with the entitlement offer including a non-underwritten retail component of approximately A$470 million (approx US$360.7m). Working closely with UBS, the Allens team was led by Sydney-based partner Anna Lenahan and also involved partner Vijay Cugati.
Allens Arthur Robinson has also provided Australian legal advice to Iluka Resources Limited (Iluka) on the structuring and execution of an institutional placement raising of A$114 million (approx US$87.5m). The transaction involved the placement of 38 million shares at A$3 (approx US$2.30) each, representing a 9 per cent discount to the closing share price on 30 April 2009. Iluka produces and processes mineral sands and is the largest producer of zircon in the world. The Allens team was led by partner Tom Story and supported by partner Alex Ding. Baker & McKenzie acted as Iluka’s international legal counsel.
In addition, Allens Arthur Robinson has advised Alumina, a global alumina business, on the legal and taxation aspects of an entitlement offer that is expected to raise up to A$1.022 billion (approx US$781.7m). The institutional entitlement offer has been completed and will raise A$737 million (approx US$564.7m), whilst the retail entitlement could raise a further A$284.9 million (approx $US217.9m) and will be conduced between 6-25 May 2009. Partners Alex Ding, Greg Bosmans and Toby Knight formed part of the Allens team.
Finally, Allens Arthur Robinson has advised Credit Suisse, Goldman Sachs JBWere and Macquarie as joint lead managers in global financial service provider Macquarie’s A$540 million (approx US$413.2m) placement, undertaken on 1 May 2009. Allens’ Melbourne-based partner Robert Pick was involved in the transaction. Skadden, Arps, Slate, Meagher & Flom provided US legal advice to the joint lead managers, and Mallesons Stephen Jaques acted for Macquarie Group Limited
Baker & McKenzie has acted for Pangaea Resources on the sale of a Queensland coal seam gas tenement, ATP 788P, to Origin Energy. Under the terms of the A$660 million (approx US$506.3m) agreement, Origin will acquire 100 percent interest in ATP 788P and will also establish a joint venture with Pangaea Resources for exploration of the “Deeps” area of the tenement. Sydney-based partner David Ryan led the transaction team.
Baker & McKenzie has also advised Origin Energy on its acquisition of Wind Power Pty Ltd, one of Australia’s leading wind farm development companies, for an undisclosed sum. The deal significantly increases Origin’s wind development portfolio. Climate Change and Environmental Markets partner Andrew Beatty of Baker’s Sydney office was involved in the transaction.
Davis Polk & Wardwell has advised BearingPoint Inc in respect of the sale of its Japanese consulting practice to the PricewaterhouseCoopers firm, PwC Advisory Co Ltd (PwC). Pursuant to the agreement, PwC purchased all issued and outstanding shares of BearingPoint’s wholly-owned subsidiary. The team from Davis Polk included partners Theodore A. Paradise (Tokyo) and John A. Bick (New York), with New York-based partner Frank J. Azzopardi also providing intellectual property advice.
Herbert Smith LLP has advised Goldman Sachs as the sole sponsor in respect of the listing (by way of introduction) of the shares of Hutchison Telecommunications Hong Kong Holdings Limited (HTHKH) on the Main Board of the Hong Kong Stock Exchange. HTHKH was previously a wholly-owned subsidiary of Hutchison Telecommunications International Limited (HTIL), a leading global provider of telecommunications services. The introduction did not involve an initial public offering of HTHKH shares but rather a spin-off by way of a distribution in specie of the entire share capital of HTHKH to qualifying shareholders of HTIL. Advising on the Hong Kong and US law aspects of the transaction, Herbert Smith’s team was led by partners John Moore and Matt Emsley. Linklaters, Freshfields and Cleary Gottlieb advised other parties to the transaction.
JSM has acted for Li & Fung Limited (Stock Code : 494) in its fund raising of HK $2.682 billion (approx US$346m). The fund raising exercise was announced on 5 May 2009 and completed on 12 May 2009, and involved placing agents being Citigroup Global Markets Asia Limited and Goldman Sachs (Asia) LLC. The placing and top-up transaction involved the placing of 120, 290,000 Li & Fung shares. Two corporate partners from JSM, Derek Tsang and Jeckle Chiu, handled the transaction.
Kim & Chang has advised C&M, one of the biggest multiple system operators, in connection with the merger of its wholly-owned company Dramax Co Ltd with CU Media Inc. iHQ Inc, the entertainment business arm of the biggest mobile carrier SK Telecom, had owned 52 percent of CU Media previously. Following the deal, C&M now owns the majority controlling shares of the merged entity which has been renamed CU Media. The firm also advised on the relevant regulatory approval process Key lawyers involved in the transaction were D.S. Choi and K.M. Koh.
Latham & Watkins has represented Home Inns & Hotels Management Inc (Home Inns) in the sale of US$50 million is equity (7,514,503 shares) to Ctrip.com International Ltd (Ctrip.com). Subject to customary closing conditions, the deal is scheduled to close on 21 May 2009 after the definitive purchase agreement was signed on 7 May 2009. As a result of the deal, Ctrip.com has become Home Inns largest single shareholder, increasing its equity interest in the leading economy hotel chain from approximately 9.64% to approximately 18.25%. Corporate partner David Zhang was involved in the transaction.
Morrison & Foerster has represented NetEase.com (NASDAQ: NTES), a leading China-based internet technology company, in a licensing deal with Blizzard Entertainment® (Blizzard) to operate Blizzard’s multiplayer online role-playing game World of Warcraft® in China. Under the deal, NetEase.com will operate the game for three years once Blizzard’s current arrangement with a rival online game operator expires. Hong Kong-based partner Paul Boltz led the transaction, with assistance from partners Gordon Milner and Xiaohu Ma.
Richards Butler in Association with Reed Smith has acted for CITIC Group (CITIC) in the US$1.7 billion sale to China CITIC Bank of a 70% interest in CITIC International Financial Holdings Limited (CIFH), the holding company of CITIC Ka Wah Bank in Hong Kong. Following the share purchase agreement between CITIC, China CITIC Bank and Gloryshare Investments on 8 May 2009, China CITIC Bank has agreed to acquire a 70.32% interest in CIFH for a cash consideration of approximately HK$13.5 billion (approx US$1.75b) from Gloryshare Investments. CIFH was previously a company listed on the Main Board of the Hong Kong Stock Exchange. Partner Denise Jong led the deal.
WongPartnership LLP has acted for joint arrangers DBS Bank Ltd and Oversea-Chinese Banking Corporation Limited in the establishment of a S$500 million (approx US$341.8m) multicurrency medium term note programme. The programme is guaranteed by Frasers Centrepoint Trust. The transaction was led by partners Hui Choon Yuen and Winston Wong.
UAE Ministry of Finance issues guidance on Economic Substance Regulations
Thirteen topics covered in the guidance that may be of interest to businesses affected by the regulations.
David Miles remembered
We mourn the passing of a remarkable lawyer and dear friend.