|Allens Arthur Robinson has acted for LaSalle Investment Management (LaSalle), one of the world’s leading real estate investment managers, in respect of its investment of a 25 percent interest in the proposed 42-storey premium-grade office tower development in Sydney. The project, which is to be developed and built by Grocon Developments, will be 50 percent owned by a combined LaSalle/Grocon entity whilst the remaining 50 percent share will be owned by GPT Wholesale Office Fund. The transaction comes at a time when the major players in the real estate industry are again starting to invest and develop in the Sydney office market following the global financial crisis. The firm’s advisory team was led by real estate partner Mark Stubbings.
Allens Arthur Robinson has also advised the consortium of financiers on the development, construction and operation of the Collgar Wind Farm in Western Australia. The consortium was made up of ANZ, Commonwealth Bank of Australia, National Australia Bank, WestLB, Westpac and Danish export credit agency EKF. The 206MW wind farm will provide clean, renewable electricity to the Western Australian power grid under a 15-year power and green credits purchase agreement with Synergy. Partner Phillip Cornwell led the transaction. Freehills acted for the sponsor and the borrower whilst Minter Ellison acted for equity investors UBS and REST.
Finally, Allens Arthur Robinson has acted for Origin Energy Limited (Origin), one of Australia’s leading integrated energy companies, on the execution of new bank debt facilities valued at A$2.6 billion (US$2.4b). The new facilities will be used to refinance existing facilities that mature in financial years 2010 and 2011. Partner Alan Maxton led the transaction. Mallesons Stephen Jaques acted for the banks.
Allen & Gledhill LLP has advised Golden Concord Asia Limited (GCAL), an investment unit of the Lippo Group, in respect of its availment of a US$410 million term loan facility from Raiffeisen Zentralbank Oesterreich AG, Singapore Branch to finance the acquisition of, inter alia, an additional stake in Singapore Stock Exchange-listed Overseas Union Enterprise Limited. The acquired stake was previously beneficially held by Usaha Tegas Sdn Bhd, a Malaysian conglomerate with interests in telecommunications, media, power and gaming. Partner Lim Wei Ting led the advisory team.
Allen & Gledhill LLP has also advised Arrk Corporation (Arrk) in respect of its sale and purchase agreement with Cal-comp Electronics (Thailand) Public Company Limited (Cal-comp) for the sale of 132.46 million issued and fully paid-up shares of Avaplas Ltd (Avaplas), representing approximately 53.08 percent of the total issued share capital in that company. The transaction, valued at approximately S$13.2 million (US$9.6m), was completed on 23 March 2010. Avaplas is listed on the Catalist of the Singapore Exchange Securities Trading Limited. Pursuant to its acquisition, Cal-comp has made a mandatory offer for the entire share capital of Avaplas in accordance with the Singapore Code of Takeovers and Mergers. Partners Lee Kim Shin and Lee Kee Yeng led the firm’s advisory team.
In addition, Allen & Gledhill LLP has advised Ascendas Funds Management (S) Limited, the manager of Ascendas Real Estate Investment Trust (A-REIT), and Ruby Assets Pte Ltd (Ruby) in respect of the issuance by Ruby of S$300 million (US$218.34m) exchangeable collateralised securities due 2019, which are exchangeable into new A-REIT units. This is the first ever issue of exchangeable collateralised securities exchangeable for units in a Singapore REIT. The securities have been assigned a “AAA” rating by Standard & Poor’s Rating Services and a “Aaa” rating by Moody’s Investors Service. Partner Margaret Chin led the firm’s advisory team.
Moreover, Allen & Gledhill LLP is acting as Singapore law adviser to ARA Asset Management (Singapore) Limited as manager of Fortune Real Estate Investment Trust (Fortune REIT), in respect of the current dual primary listing of Fortune REIT on the Hong Kong stock exchange by way of introduction. This is the first dual primary listing of a Singapore REIT on a foreign stock exchange. Partners Jerry Koh and Chua Bor Jern are leading the transaction.
Finally, Allen & Gledhill LLP is advising CVC Capital Partners Asia Pacific III LP in respect of its purchase of a 98 percent stake in PT Matahari Department Store Tbk (MDS) – comprising 90.8 percent from PT Matahari Putra Prima Tbk and 7.2 percent from another shareholder of MDS – for approximately US$823 million. Partners Prawiro Widjaja and Lim Wei Ting led the transaction.
Appleby has acted as Cayman counsel for waste paper management services provider Fook Woo Group Holdings Limited (Fook Woo), the PRC’s largest paper recycler, in respect of its listing on the Main Board of the Hong Kong Stock Exchange on 31 March 2010. The proceeds from the global offering, which amounted to HK$1.4 billion (US$183.7m), will be used for business expansion in the PRC and Hong Kong. The firm also provided BVI legal advice to Fook Woo’s BVI subsidiaries in the transaction. The advisory team was led by Hong Kong-based corporate partner Judy Lee.
AZB & Partners has advised Tata Motors Limited (Tata Motors) in respect of its divestment of 20 percent of its shareholding in Telco Construction Equipment Co Ltd (Telcon), a joint venture company between Tata Motors and Hitachi Construction Machinery Co Ltd (Hitachi). The transaction was valued at approximately INR11.6 billion (US$250m). After the deal was completed on 30 March 2010, Tata Motors owned a 40 percent stake in Telcon, while Hitachi held the remaining 60 percent share. Partner Vishnu Jerome led the transaction.
AZB & Partners is advising Tube Investments of India Limited, a part of the Murugappa Group of companies, in respect of its acquisition of the entire 37.48 percent stake of DBS in Cholamandalam DBS Finance Limited. The deal, valued at approximately INR3.8 billion (US$83 million), will result in the Murugappa Group holding a 74.96 percent stake in the company. The deal is expected to be completed by the end of April 2010. Partners Bahram Vakil and Vaishali Sharma are leading the transaction.
Finally, AZB & Partners is advising Wireless TT Infoservices Limited (WTTIL) in respect of the agreement for the subscription by Infrastructure Finance and Development Corporation (IDFC) to 250 million cumulative redeemable optionally convertible preference shares of WTTIL. The deal, which is expected to be completed by end April 2010, is valued at approximately INR2.5 billion (US$53m). The firm also advised Tata Teleservices Limited and Quippo Telecom Infrastructure Limited, the promoters of WTIIL. Partners Abhijit Joshi and Vaishali Sharma led the transaction.
Baker & McKenzie has acted as English and Thai counsel to The Bank of Tokyo Mitsubishi UFJ Ltd, Sumitomo Mitsui Banking Corporation and Mizuho Corporate Bank LTD in respect of the US$300 million term loan agreement made with PTT Public Company Limited (PTT). PTT, a fully integrated energy and petrochemical company, will use the loan for the ongoing general corporate and capital expenditure, working capital and debt refinancing. The firm’s advisory team was led by Vit Vatanayothin in Thailand and James Huang of Baker & McKenzie.Wong & Leow, a member firm of Baker & McKenzie in Singapore.
Blake Dawson has advised PetroChina in respect of the proposed acquisition, with its joint venture partner Royal Dutch Shell, of Queensland-based Arrow Energy, an Australian listed integrated energy company with extensive interests in the coal seam gas sector. The deal, which is valued at A$3.5 billion (US$3.27b), will proceed by scheme of arrangement and is subject to shareholder and regulatory approval. This is the largest Chinese joint venture bid in Australian corporate history and the first major acquisition in Australia by PetroChina, the world’s largest company by market capitalisation. Partner Justin Shmith led the firm’s advisory team.
Blake Dawson has also advised Lihir Gold Limited (Lihir) in respect of a merger offer, by way of scheme of arrangement, by Newcrest Mining Limited (Newcrest) to acquire all of the shares in Lihir on the basis of one Newcrest share for every nine Lihir shares plus cash. The offer, valued at approximately A$9.2billion (US$8.58b), was rejected by Lihir as inadequate. Partner Philip Maxwell led the firm’s advisory team.
Clifford Chance, supported by Al-Jadaan & Partners in Saudi Arabia, has advised Bank Audi SAL – Audi Saradar Group in respect of the financing provided to The Carlyle Group for its acquisition of a 30 percent stake in General Lighting Company, Saudi Arabia’s largest lighting fixtures manufacturer and supplier. Partners Richard Ernest (Abu Dhabi) and Mohamed Hamra-Krouha (Riyadh) led the transaction. Maples & Calder Dubai, led by Tahir Jawed and Manuela Belmontes, acted as Cayman Islands local counsel whilst Hatim S Zu’bi & Partners acted as Bahrain local counsel to the banks.
Clifford Chance has also advised HKSE-listed Fufeng Group Limited (Fufeng) on its international offering of convertible bonds. China-based Fufeng is one of the world’s leading manufacturers of glutamic acid, MSG and xanthan gum. Citi and RBS were appointed as the joint lead managers for the issue of the RMB820 million (US$120m) US dollar-settled 4.5 percent convertible bonds (with an option to issue a further RMB205 million (US$30m) of bonds), due to mature in 2015. The convertible bonds are listed on the Mainboard of the Singapore Exchange. Capital markets partner Connie Heng led the firm’s advisory team.
Davis Polk & Wardwell LLP has advised China Merchants Bank Co Ltd, the PRC’s sixth largest bank in terms of assets, in respect of its US$3.2 billion global rights offering. The offering consisted of a public offering of A shares (listed on the Shanghai Stock Exchange) in the PRC, a public offering of H shares (listed on the Hong Kong Stock Exchange) in Hong Kong, and private placements of H shares to institutional investors outside the PRC and Hong Kong, including within the United States. The transaction marks the first global rights offering by a Chinese bank and the first rights offering by a Chinese company made available to US investors. UBS AG and CICC were the global coordinators of the offering. BNP Paribas, JP Morgan, Merrill Lynch and UBS were the joint lead underwriters whilst Citi was the financial adviser of the H share rights offering. The firm’s advisory team was led by James C Lin.
Davis Polk & Wardwell LLP has also advised Nasdaq-listed China Lodging Group Limited (China Lodging), a leading economy hotel chain operator in China, on its SEC-registered initial public offering of 9 million American Depositary Shares (ADS), representing 36 million ordinary shares. The underwriters fully exercised their greenshoe option to buy an additional 1.35 million ADS. The total proceeds of the offering were US$126.8 million, including the greenshoe option. Goldman Sachs and Morgan Stanley were the joint bookrunners of the offering whilst Oppenheimer & Co Inc was the co-manager. Partners Howard Zhang and James C Lin led the transaction. China Lodging was also advised by Jun He Law Offices as to matters of PRC law and by Conyers Dill & Pearman as to Cayman Islands law. The underwriters were advised by Zhong Lun Law Firm as to PRC law.
DLA Piper has advised Woori Global Markets Asia Ltd, the Hong Kong-based investment banking arm of Woori Bank, as the lead manager on the US$50 million floating rate note issuance of Fila Korea Ltd, a global leader in sportswear and footwear brands. The issuance was guaranteed by Woori Bank, one of the largest commercial banks in South Korea. Hong Kong-based partner Jae Chul Lee, who heads the firm’s Korea practice, led the transaction.
DLA Phillips Fox and its alliance firm DLA Piper have advised China Coal Import & Export Company (CCIEC) – a subsidiary of state-owned China National Coal Group Corp, the second largest coal producer in the PRC – in respect of its acquisition of a majority stake in a Queensland coal asset, and in respect of the establishment of a joint venture agreement with MetroCoal Limited (MetroCoal) that will be managed by CCIEC. Under the terms of the agreement, CCIEC has acquired a 51 percent interest in MetroCoal’s Columboola coal exploration acreage in the Surat Basin, Queensland for A$30 million (US$28m). Partners Eugene Fung and Wan Li in Shanghai advised on the deal. A team led by partner Michael Hansel of Brisbane firm HopgoodGanim acted for MetroCoal Limited.
Gide Loyrette Nouel has acted as international legal counsel to the Government of India in the further public offering of National Mineral Development Corporation Limited (NMDC) in respect of the Government of India’s divestment of approximately 8.38 percent of its 98.38 percent equity stake in NMDC via a traditional bookbuilding process. The transaction raised approximately US$2.2 billion. NMDC was the largest iron ore producer in India during the last three years and operates one of the largest diamond mines in Asia. Underwriters to the deal were UBS, Citigroup, Morgan Stanley, RBS, Edelweiss Capital Limited and Kotak Investment. Partner Chris Mead led the firm’s advisory team. Mumbai law firm Crawford Bayley, led by partner Sanjay Asher, acted as the domestic lead legal advisor.
Harry Elias Partnership LLP has acted for UK-based cross-sector real estate fund the Develica group in respect of the sale of Develica APS 100 Pte Ltd, a special purpose vehicle which owns prime office building One Finlayson Green in Singapore’s financial hub. The transaction was undertaken through the sale and purchase of existing shares from the Develica group which were pledged to Citibank under a bridge loan facility and debt restructuring for a total consideration of S$145 million (US$105.5m). Rodyk acted for the purchaser Norman Winata in respect of the incorporation of a fund for the acquisition of the property. The Harry Elias advisory team included corporate partners Claudia Teo and Moiz Tyebally and compliance partner and managing partner Philip Fong, whilst corporate partners Lim I-An and Jacqueline Loke led the firm’s team from Rodyk. Lovells acted for Citibank as lender, security trustee and trustee in the transaction. The Lovells advisory team included Neil McDonald, Alistair Fleming and Rachel Lao.
Harry Elias Partnership LLP has also acted as Singapore counsel in respect of an acquisition exercise by Schlumberger SA – a leading global oil and gas industry IT and management services provider – involving Geoservices SA, a privately owned French oilfield services company specialising in mud logging, slickline and production surveillance operations. The total value of the transaction (including net debt) is approximately S$1.07 billion (US$778.7m). Partner Claudia Teo led the advisory team.
Finally, Harry Elias Partnership LLP has advised Singapore Mainboard-listed Eagle Brand Holdings Limited (Eagle Brand) in respect of the divestment of its equity interests in key subsidiaries to a PRC state-owned assets investment management company, for a total consideration of approximately S$102 million (US$74.25m). The transaction involved five sale and purchase agreements and a capital reorganisation exercise which included a capital reduction and a capital distribution to the shareholders of Eagle Brand. The firm’s advisory team was led by corporate finance partner Claudia Teo.
Khaitan & Co has advised DQ Entertainment (International) Limited (DQE) and SBI Capital Markets Limited (SBI) in respect of the Initial Public Offering of DQE, one of the leading producers of animation and visual effects for global TV series, feature films and next-generation console games and in-game animation. The issue was oversubscribed a record 86.33 times and raised approximately US$28 million. SBI was the book running lead manager. The firm’s advisory team was led by partner Nikhilesh Panchal.
Khaitan & Co has also advised Blackstone Advisors India Private Ltd in respect of the investment of US$53.5 million by the Blackstone group in Jagran Media Network Private Limited, a private investing company owned and controlled by the individual promoters of the newspaper publishing house Jagran Prakashan Limited (JPL). The transaction was led by partners Rabindra Jhunjhunwala and Ashwin Mathew. JPL was advised by a team from Luthra & Luthra Law Offices, led by partners Vineet Aneja and S R Patnaik.
In addition, Khaitan & Co has advised Navayuga Engineering Company Limited in respect of the proposed acquisition of an 89 percent equity share in the capital of Machilipatnam Port Limited (MPL) from Maytas Infra Limited, Nagarjuna Construction Company Limited, NCC Infrastructure Holdings Limited and SREI Infrastructure Finance Limited. MPL is a special purpose vehicle created to develop a greenfield, modern, all-weather, deep-water, multi port at Machilipatnam in the Krishna District in Andhra Pradesh, India. The agreement is subject to the approval from the Government of Andhra Pradesh. Haigreve Khaitan led the transaction.
Moreover, Khaitan & Co has advised Phillips Electronics India Limited (Phillips Electronics) in respect of the amalgamation through court process of Alpha X-Ray Technologies (India) Private Limited (Alpha X-ray) and Meditronics Healthcare Private Limited (Meditronics) with Phillips Electronics. Phillips Electronics deals primarily in lighting, consumer electronics, domestic appliances, medical systems and personal care and development of embedded software applications. Alpha X-Ray manufactures cardiovascular x-ray systems in India whilst Meditronics manufactures general x-ray systems in India. This transaction involved the amalgamation and dissolving of two companies without the process of winding up. Partners Aniket Agarwal and Chakrapani Misra led the transaction.
Finally, Khaitan & Co has also advised Hospira Inc (Hospira) in respect of the acquisition of the injectable pharmaceutical business of Orchid Chemicals and Pharmaceuticals Ltd (Orchid) and the entry into long term active pharmaceutical ingredients (API) supply agreement with Orchid. Hospira is a global specialty pharmaceutical and medication delivery company, whereas Orchid produces and distributes API as well as finished dosage forms (or formulations). The total consideration was US$392.5 million. Senior partner Haigreve Khaitan led the transaction.
Kim & Chang has advised Veolia Environmental Services Asia Pte Ltd (Veolia) and Teris SAS (Teris) in respect of the sale of Eco Services Korea Co Ltd (Eco Services) to Corporation KG Ltd. Prior to the deal, which was valued at approximately KRW45.6 billion (US$41.27m), Veolia and Teris each held 50 percent of the shares of Eco Services, an unlisted waste treatment company. The deal was completed on 5 April 2010. The firm’s advisory team included Philippe Li and BD Lee.
Lovells Lee & Lee has advised Sembcorp Utilities Pte Ltd and the Oman Investment Corporation in respect of a US$1 billion construction, financing and development of an independent water and power project in Salalah, Oman. The bidding and financing occurred amid the credit crunch which affected the cost and availability of bank loans. After several months of intensive negotiation, financial close took place towards the end of last month. This is the first power and water project in the Middle East that involves funding from Chinese institutions. Singapore office partner Ken Hawkes led the transaction.
Luthra & Luthra Law Offices has acted as counsel to a consortium of banks and financial institutions in relation to the asset acquisition finance lending provided by the consortium to a special purpose vehicle set-up by one of the leading telecom tower infrastructure companies in India for an amount of over US$1.06 billion. The SPV has been setup to acquire the telecom tower portfolio of a cellular operator with nationwide operations and the financing will be used to fund the acquisition of the portfolio and to extinguish existing liabilities being transferred as part of the portfolio. The firm’s advisory team was led by partner Vijaya Rao.
Mallesons is acting as deal counsel for FirstMac Limited (FirstMac) in respect of the refinancing of the FirstMac Bond Series 2006-1C Trust. FirstMac, an Australian non-bank lender, seeks to refinance A$340 million ($315 million) of mortgage-backed securities, opting to pay a higher yield to encourage investors to take part in new sales. FirstMac wants to replace debt sold in 2006 rather than take the cheaper option of increasing the coupon. This refinancing, managed by ANZ, is being undertaken without government support and involves FirstMac agreeing to acceptable terms with investors in a distressed market. Partner Paul Smith is leading the firm’s advisory team.
Mallesons has also acted for the underwriters, UBS and Macquarie Bank, on a convertible bond issue by Western Area-based miner Western Areas NL. This deal is one of only two convertible bond deals to emerge in this space from Australia in several years. The bonds will be listed on the Singapore stock exchange and have been offered to offshore institutions in the UK, Europe and Asia Pacific. The funds raised by the bond issue will be used to pay off existing debt and position the company to proceed with various exploration and mining initiatives. The firm’s team was led by M&A partner John Sullivan.
Finally, Mallesons has advised Invista Real Estate Investment Management, the UK’s largest listed real estate fund manager, in respect of the first closing of the BOSS Partnership I LP, a new property fund with total capital commitments of approximately US$85 million. The fund is a Cayman Islands Limited Partnership with investors from the UK and the US. The seed assets are a portfolio of self-storage properties in Hong Kong and Singapore. The team was led by partners John Sullivan from the Sydney office and Hayden Flinn from Hong Kong.
Maples and Calder has acted as Cayman Islands counsel to Hairun Media & Entertainment Group Limited (Hairun) in respect of its US$25 million series A financing. Hairun is a company incorporated in the Cayman Islands that will engage in and develop the business of production of movies and television drama programmes in the PRC. The firm’s team was led by partner Anthony Webster.
Nishith Desai Associates has acted as legal and tax counsel to GoAhead Software Inc (GoAhead), a worldwide leader in commercial off-the-shelf software solutions for network equipment manufacturers, in respect of its acquisition of Avantellis from Emerson Network Power. As a result of this acquisition, GoAhead will accelerate the shift of its business model and technology strategy to an open source software model.
Ogier has acted as BVI advisor to High Win Plc Inc in respect of its admission to the Frankfurt Stock Exchange – only the second BVI company to ever be listed on this Exchange. High Win Group manufactures and sells furniture in China and Europe. The firm’s advisory team was led by London managing partner Simon Dinning.
O’Melveny has represented Stockholm Stock Exchange-listed ASSA ABLOY AB, the world’s leading manufacturer and supplier of locking solutions, in respect of its acquisition of Pan Pan Door Company, a leading Chinese door manufacturer particularly known for its Pan Pan brand security doors. Shanghai partner Li Qiang led the firm’s advisory team.
Orrick, Herrington & Sutcliffe LLP has advised Sanei International Co Ltd (Sanei), a leading Japan-based clothing and accessories retailer, in respect of a joint venture with Kate Spade LLC. The JV company will be known as Kate Spade Japan Co Ltd. Partners Mark Weeks, Shintaro Kuroda and Quinn Moss led the firm’s advisory team.
Rodyk has acted for a consortium of investors – led by niche property developer Roxy-Pacific Holdings and including Macly Capital, Pinnacle Assets, Fission Holdings and architect Chee Hsian Sing – in respect of the acquisition of Marina House (a 21-storey office block) located in Shenton Way from the Hong Leong Group. The transaction was valued at approximately S$148 million (US$107.7m) and will give each party a 20 percent share in the purchase.
Rodyk has also acted for Asdew Acquisitions Pte Ltd in respect of its acquisition of the Citadel Investment Group’s 75 percent share capital in Grange Properties Pte Ltd at a confidential purchase price. Grange Properties is developing Grange Infinite, a 68-unit freehold condominium development, in Orchard Road in Singapore. Corporate partner Jacqueline Loke and real estate partner Norman Ho acted on the transaction.
In addition, Rodyk has acted for Sim Lian Land (Sim Lian) in respect of the tender on March 2010 for a government land sales site at the junction of Tampines Ave 1 and Ave 10 in Singapore. Sim Lian’s bid of S$302 million (US$219m) beat seven other competitors to secure the 99 year leasehold site next to the Bedok Reservoir. Sim Lian has set up a wholly owned subsidiary to develop this site into a proposed residential condominium of more than 650 units. Real estate partner Lee Liat Yeang led the transaction.
Moreover, Rodyk has acted for Grand Waterfront Pte Ltd, a wholly owned subsidiary unit of Hong Kong’s Cheung Kong Group in Singapore, in respect of the launch of The Vision, a 295-unit development touted to be the tallest condominium building in the western part of Singapore. More than 70 percent of the units were sold within one week of the sales launch in early March 2010. Real estate partner Lee Liat Yeang is leading this transaction.
Finally, Rodyk has acted for joint venture partners Opal Star Pte Ltd, a subsidiary of Frasers Centrepoint Limited, and Lum Chang Building Contractors Pte Ltd in respect of their S$193.28 million (US$14.6m) winning bid for a 19,000 sqm executive condominium site in Sengkang in Singapore. The Sengkang site is near Buangkok MRT station and can be developed into 520 apartments. Real estate partner Leong Pat Lynn led the transaction.
Salans has acted as legal adviser to MSR Asia Acquisitions VII Inc in respect of the disposal of Morgan Stanley’s interest in a real estate development project in China. The deal marks the first real estate M&A completion in the region where the firm acted for Morgan Stanley. Global real estate group co-chairman Eric Rosedale led the firm’s advisory team.
Shearman & Sterling LLP has advised eAccess, a leading provider of ADSL services in Japan, in respect of its agreement to acquire – by way of a share exchange under Japanese law – the stock of eMobile that it does not currently own. The acquisition is valued at approximately US$1.3 billion. eMobile is a leading mobile telecom company in Japan. Hong Kong M&A partner Greg Puff led the transaction.
Simpson Thacher has represented The Dai-ichi Life Insurance Company Limited, Japan’s first mutual life insurance company and second largest private sector life insurer, in respect of its demutualization and IPO on the Tokyo Stock Exchange and global offering to institutional investors pursuant to Rule 144A and Regulation S. The US$11 billion IPO was the largest in Japan since the US$18.4 billion IPO of NTT DoCoMo in October 1998 and the largest in the world since the US$19.7 billion IPO of Visa Inc in March 2008. The international offering was led by Merrill Lynch International, Nomura International plc, Mizuho International plc and Goldman Sachs International. The firm’s advisory team included Alan Cannon, Robert Laplante and Ikuko Horikawa in Tokyo.
Stamford Law Corporation has advised Singapore Exchange Catalist-listed Sapphire Corporation Limited (Sapphire) in a major corporate restructuring exercise which serves to segregate two PRC operating vehicles from intermediate holding companies and allow Sapphire to hold a direct 9.2 percent stake in China Vanadium Titano-Magnetite Mining Company Limited, a Hong Kong-listed iron ore company. The transaction is valued at approximately S$175 million (US$124 million). Sapphire specialises in the manufacture of steel and vanadium products, and trading of minerals, as well as investments in mining operations and resources-related businesses. Director Soh Chun Bin led the transaction.
Stamford Law Corporation is also advising Doctor Djeng Shih Kien, a major shareholder and director of a private company which is developing a hospital and hotel worth more than S$400 million (US$287m) in Singapore, in a shareholders’ dispute. Director Eugene Thuraisingam leads the team.
Watson, Farley & Williams LLP has advised Conergy Renewable Energy Singapore Pte Ltd (Conergy), a global manufacturer of high-performance crystalline solar modules, power inverters and mounting systems, in respect of the formation of a consortium with Yanhee Solar (a newly formed developer of large-scale solar power plants) and Annex Power (a renewable energy engineering services company) to develop and construct on one of Thailand’s largest private solar projects to date: a 3MW plant located in Ayudthaya province. Conergy will be responsible for the design, engineering, and components supply of the project. Construction and operational management will be carried out by Annex Power, whilst Yanhee Solar will oversee the project development and financing. The plant is expected to produce 4,471 megawatt hours of clean energy annually and is expected to be completed in Q4 2010. The firm’s Singapore team was led by partner Ken Cheung.
Watson, Farley & Williams LLP has also advised the Bank of China in respect of its US$40 million financing provided to two subsidiaries of German shipowner FH Bertling with the support of the buyer’s credit insurance from China Export & Credit Insurance. The facilities will allow FH Bertling to finance new building orders at Zhong Chuan Heavy Industry in Zhejiang province. Partner Madeline Leong led the transaction.
White & Case has represented Indonesia’s Rajawali Group in the international law aspects in respect of the sale of a 23.7 percent stake in PT Semen Gresik, Indonesia’s largest cement maker, for approximately US$1.08 billion. The transaction was structured as a block trade over the Indonesia Stock Exchange to a number of institutional investors and is the largest block trade ever done in Indonesia. The firm’s team was led by Barrye Wall.
WongPartnership LLP has acted for Tuas Power Generation Pte Ltd in respect of its over S$3 billion (US$2.18b) financing of its acquisition of the power generation business from its holding company, Tuas Power Ltd (TPL) as well as TPL’s shares in its subsidiary and electricity retail arm, Tuas Power Supply Pte Ltd. Partners Susan Wong, Choo Ai Leen, Low Kah Keong, Quak Fi Ling and Joseph He acted on the matter.
WongPartnership LLP has also acted for the syndicate of lenders in the grant of S$200 million (US$145.6m) secured facilities to Oiltanking Odfjell Terminal Singapore Pte Ltd (OOTS), in connection with, inter alia, the financing of OOTS’ expansion project on Jurong Island. Partners Susan Wong, Choo Ai Leen and Dorothy Marie Ng acted on the matter.
In addition, WongPartnership LLP acted for TG Development Pte Ltd and TG Capital Management Pte Ltd in the joint development with TEE Development Pte Ltd (the wholly-owned subsidiary of Singapore-listed TEE International Limited), of several properties at Singapore’s prime shopping district into an upper-middle range residential development for sale. Partners Shirley Tan and Angela Lim acted on the matter.
Finally, WongPartnership LLP has acted for CapitaCommercial Trust Management Limited (in its capacity as manager of CapitaCommercial Trust) in relation to the issue of up to S$250 million (US$182m) 2.7 percent convertible bonds due 2015. Partners Hui Choon Yuen and Colin Ong advised on the transaction.
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