|Allens Arthur Robinson has advised fully integrated real estate company Investa Property Group (Investa) on the sale of the largest development site in Sydney, Kindersley House, to EnergyAustralia (EA), one of Australia’s largest energy suppliers. The sale, valued at approximately A$75 million (approx US$59.8m), will assist EA in building a substation as part of its A$800 million (approx US$638m) City Grid project and building several substations throughout the CBD. Investa has retained the right to build a 21,000 square-metre office tower in the airspace above the substation. Partner Mark Stubbings worked on the transaction. Blake Dawson acted for EnergyAustralia.
Azmi & Associates has acted as Malaysian counsel to Nautilus Maritime Services J/S Company, a major Vietnamese company providing offshore marine services to the oil and gas industry in South East Asia, in respect of its agreement to purchase a newly built vessel from a Malaysian company. The vessel, which had originally been registered by another Malaysian company with the Malaysian Marine Authorities, was at the time of the sale being built in Jiangsu, China. Completion of the agreement was effected by payment of US$15 million to the seller in Malaysia, with simultaneous delivery of the vessel to the buyer in China.
Clifford Chance has advised the joint lead managers HSBC and CITIC Securities Corporate Finance (HK) Limited in connection with the issue by HSBC Bank (China) of the first RMB bond in Hong Kong by a foreign bank’s China subsidiary. HSBC and Bank of East Asia received permission from China’s State Council in May 2009 to issue RMB bonds in Hong Kong through their Mainland subsidiaries. The transaction involved RMB1 billion (HK$1.13 billion) of RMB-denominated bonds issued in Hong Kong. Settled by the Central Moneymarkets Unit Service, the floating rate notes are due 2011 and were issued to institutional investors on a Reg S basis. The firm’s team was led by Hong Kong-based Connie Heng.
Harneys has advised CLP Power Hong Kong Financing Limited (CLP), a British Virgin Islands Company, on the increase of its medium term note programme from US$1.5 billion to US$2.5 billion, and the annual update of the programme for the issue of notes unconditionally and irrevocably guaranteed by CLP Power Hong Kong (CLP Power), which is one of two electricity providers in Hong Kong. The firm’s London-based associate Indira Birkwood advised CLP and CLP Power on the deal, which closed on 2 July 2009, through Allen & Overy’s Hong Kong office, whilst Linklaters acted for the Dealers and the Trustee.
Jones Day has advised clean energy company Amber Energy Limited (Amber) in respect of its public offering and share placing on the main board of the Hong Kong Exchange. DLA Piper acted as legal counsel to Piper Jaffray Asia Securities Limited, the sole bookrunner, sponsor and lead manager to the offering and placement. Amber’s offer of a total of 100 million shares at HK$1.66 (approx US$0.21) per share was 1,247 times over-subscribed, with the IPO receiving total application money exceeding HK$17 billion (approx US$2.19b), making it the fourth-largest over-subscribed IPO in the history of the Hong Kong Stock Exchange. The initiation of a claw-back mechanism increased the number of shares available for public offer to 50 million. The Jones Day team was lead by Hong Kong-based partner Barbara Mok and Shanghai-based partner Z. Alex Zhang, whilst the DLA Piper team was lead by Dr Liu Wei and Esther Leung.
Kim & Chang has acted as counsel to the purchasers – DIP Holdings Co Ltd (DIP), a wholly-owned subsidiary of Doosan Corporation, and Odin Holdings Inc (Odin), an investment vehicle jointly owned by Mirea Asset PEF and IMM PEF – in respect of their purchase of a 10.07 percent stake each in Korea Aerospace Industries Ltd (KAI) from Doosan Infracore Co Ltd. The sale of the shares in KAI, one of major players in the Korean defense material industry, was closed on 26 June 2009 and was valued at a total purchase price of KRW 190 billion (approx US$148.7m). The firm’s team was led by key partners S.Y. Park, S.J. Yoon and J.H. Cheong.
Following on from that transaction, Kim & Chang also represented the consortium of purchasers – DIP, Mirea Asset PEF and IMM PEF – in connection with the sale by Doosan Infracore Co Ltd of Doosan DST Co Ltd, a leading defense company in Korea which manufactures armored vehicles and guided-missile systems. The deal, also completed on 26 June 2009, was valued at KRW 440 billion (approx US$344.3m). Partners S.Y. Park, S.J. Yoon and J.H. Cheong were again involved in advising on the deal.
Latham & Watkins has represented London-listed mining and metals group Vedanta Resources plc which has, through its wholly-owned subsidiary Vedanta Resources Jersey Limited, undertaken a US$1.25 billion convertible bond offering on the London Stock Exchange. Due 2016, the bonds are convertible into ordinary shares of Vedanta at a conversion price of US$36.48 and have a coupon of 5.5 percent payable semi-annually. Singapore partners Michael Sturrock and Rajiv Gupta and London-based partner Christopher McFadzean worked on the transaction, with tax advice provided by London partner Sean Finn.
Latham & Watkins has also represented Pypo Digital Company Limited, a leading distributor of Samsung mobile phones in the PRC, in respect of its acquisition by Middle Kingdom Alliance Corp (Middle Kingdom), a Delaware-incorporated special purpose acquisition company formed for the purpose of effecting a business combination with an enterprise having its primary operations in the PRC. Under the terms of the transaction, which closed on 9 July 2009, Middle Kingdom re-domiciled from Delaware to the Cayman Islands and changed its name to Pypo China Holdings Limited. Hong Kong-based corporate partner David Zhang and Los Angeles-based partners Rob O’Shea and Allen Wang led the firm’s advisory team.
Lovells has advised EDF on its sale of ¥110.4 billion (approx US$1.18b) of Samurai bonds, which were purchased by institutional investors including life insurance companies and banks. The issuance of the yen-denominated bonds, which took place on Friday 3 July 2009 in Japan by foreign borrowers, marks the first placement by a corporate issuer in Japan since the beginning of the global crisis. The offer also follows a successful bond issue by EDF to French retail investors last month. The firm’s Capital Markets global head, Sharon Lewis, led the advisory team to EDF. Tokyo-based partner Philip Hyde also worked on the transaction with Hironori Shibata and Chihiro Ota of local firm Anderson Mori and Tomotsune. Shimazaki International Law Office acted as counsel to Mitsubishi UFJ Securities Co Ltd, the Lead Manager to the transaction.
Luthra & Luthra has advised ONGC Petro-additions Limited, a special purpose vehicle promoted by ONGC, in respect of the syndicated term loan financing of US$1.5 billion for its 1.1 Million Metric Ton Per Annum greenfield Petrochemical Complex project at Dahej SEZ in Gujarat.
Luthra & Luthra has also represented GVK Infrastructure Limited (GVK) and advised the placement agents – JP Morgan, Macquarie, IDFC-SSKI and Kotak – in respect of the closing of GVK’s Qualified Institutional Placement, valued at US$153 million.
Finally, Luthra & Luthra has recently closed a transaction involving the offering of certain equity shares of United Spirits held by a Trust, by way of one or more transactions in the open market as per the ‘screen-based’ trading platform on the Stock Exchanges. The transaction was valued at USD$250 million.
Mallesons Stephen Jaques has acted for Wyllie Group Pty Limited in connection with the purchase by Wyllie Developments from its equal joint venture partner, Charter Hall’s Diversified Property Fund, of its share in the Abbotsford Foster’s Property Trust. The purchase involved a portfolio of seven high-value commercial premises in Melbourne with long term leases to the Fosters Group. Perth-based partner Larry Iffla from the firm’s property group worked on the transaction, which included advising on the Unit Sale Agreement signed between the parties and ensuring completion of the deal.
Milbank, Tweed, Hadley & McCloy LLP has advised joint Japanese sponsors Sumitomo Corporation and Kyushu Electric Power Company (the sponsors) on financing relating to a proposed 12,000 square metre, 50 MW wind farm in China’s Inner Mongolia Autonomous Region. The multi-tranche financing, made up of an RMB 164 million (US$24m) facility from Asian Development Bank (ADB) and an RMB 170 million (US$24.9m) facility from the Industrial and Commercial Bank of China (ICBC), has been provided to a joint venture between the Japanese sponsors and China’s Datang Corporation. The farm is expected to provide electricity to the national grid, while reducing carbon dioxide emissions by a projected 140,000 tons per year. The firm’s Beijing-based senior projects attorney Jeff Layman worked on the deal whilst Runming Law Firm acted as PRC counsel to the sponsors. Other firms were also involved in advising various parties to the transaction including Norton Rose and Capital Associates (both acting as representatives of ADB), and Simmons & Simmons, Atsumi & Partners and Momo-o, Matsuo & Namba.
Paul, Hastings, Janofsky & Walker has recently advised clients in respect of three top-up placement transactions in Hong Kong. Capital markets partner Sammy Li and US capital markets partners Neil Torpey and David Grimm led the firm’s teams in advising on the transactions, which were as follows:
Stamford Law has advised Invista Real Estate, the largest UK listed real estate fund-management group, in respect of its £12.9 million (approx US$21.1m) acquisition of Babcock & Brown Storage Asia Holdings. Led by director Bernard Lui, the firm advised the group on the transaction which involved the acquisition of self-storage provider Big Orange Self Storage Singapore, as well as the other related entities of the Asian Big Orange Self Storage Fund which has investments in Singapore and Hong Kong.
Stamford Law has also advised Ezion Holdings Limited (Ezion) in respect of its successful raising of S$43.4 million (approx US$29.8m) in proceeds through a placement of 70 million new ordinary shares in the company, valued at S$0.62 each. CLSA Singapore Pte Ltd acted as the placement agent. Ezion, a company specialising in the development, ownership and chartering of strategic offshore assets and the provision of offshore marine logistics and support services to the oil and gas industries, was able to expedite delivery of the placement shares to end-placees through a share lending arrangement with the company’s substantial shareholder, Ezra Holdings Limited.
WongPartnership LLP has acted for City Development Limited (CDL) in relation to the S$1.2 billion (approx US$825.3m) mezzanine investment and bank financing of the South Beach consortium to develop a land parcel located at Beach Road. Through its wholly-owned subsidiary, CDL also acquired a further interest in the consortium through a subscription of secured convertible notes. Partners Andrew Ang, Alvin Chia, Hui Choon Yuen, Angela Lim, Leung Yew Kwong, Ng Wai King, Colin Ong and Tan Peck Min advised on different aspects of the transaction.
WongPartnership LLP has also acted as Singapore counsel to Hunan Valin Iron and Steel Group Company in respect of the acquisition and subscription of shares in Fortescue Metals Group Ltd, by way of an off-market share purchase and share placement. Partners Rachel Eng, Mark Choy, Choo Ai Leen, Susan Wong and Owyong Eu Gene worked on the transaction.
Finally, WongPartnership LLP has represented DBS Bank Ltd (DBS) in respect of its entry into a regional bancassurance tie-up with Aviva Asia Pte Ltd (Aviva) under a Master Framework Life Insurance Bancassurance Distribution Agreement. Under the terms of the agreement, Aviva will supply and underwrite life insurance policies and related products for DBS to market and sell. Partner Hui Choon Yuen led the transaction.