Deals – 17 February 2011

Allen & Gledhill has also advised ING Bank NV Singapore Branch and UBS AG Singapore Branch as the joint lead managers in respect of BOM Capital PLC’s issue of S$150 million (US$117.2m) 4.25 per cent loan participation notes due 2013 under its US$5 billion programme for the issuance of loan participation notes to be issued by, but with limited recourse to, BOM Capital PLC for the sole purpose of financing loans to joint stock commercial bank – Bank of Moscow (open joint stock company). The notes are cleared through The Central Depository (Pte) Limited and are listed on the SGX-ST. Partners Glenn Foo and Bernie Lee led the transaction.

Baker & McKenzie is advising Cascade Coal shareholders in respect of the approximately A$500 million (US$507m) sale of Cascade Coal, owner of the Mt Penny Coal Project in the Western Coalfields of New South Wales, to White Energy Company Limited, a mid-tier coal company focusing on cleaner coal technology. The sale agreement was signed on 14 February 2011. Partner Steven Glanz is leading the transaction. Freehills is advising White Energy Company Limited.

Baker & McKenzie has also advised EQT Greater China II (EQT) in respect of its acquisition of Taiwanese TV channel operator Gala TV (GTV), with CEO Lin Poa-Chuan as co-investor. The firm’s team was led by partners Cheung Yuk Tong, Michael Wong, Chris Tsai and BeaLeay Teo.

Baker & McKenzie.Wong & Leow, Baker & McKenzie’s Singaporean member firm, has advised EQT Greater China II (EQT) in respect of its acquisition of Classic Fine Foods Group (CFF) from UK-based Vestey Group Ltd. EQT now owns 96 per cent of CFF with the remaining four per cent under management ownership. CFF is a multinational importer and distributor of fine foods which serves five-star hotels and premium restaurants across Asia. Partner Andrew Martin led the firm’s advisory team. Jennifer Chih of PK Wong & Associates advised Vestey Holdings.

Clifford Chance is advising HKSE and SGX listed Shangri-La Asia in respect of its 1 for 12 rights issue raising approximately HK$4.7 billion (US$603m). The rights issue was oversubscribed, with applications for approximately 1.37 times the shares available. The firm’s team was led by Roger Denny.

HopgoodGanim Lawyers has advised Earth Heat Resources Limited, an ASX listed New Energy Company, in respect of a A$5 million investment agreement with US based investor Socius CG II. The funds will be predominantly used to progressing the Copahue project in Argentina.

Khaitan & Co has advised The Hongkong and Shanghai Banking Corporation Limited Singapore in respect of providing US$50 million of financial assistance, by way of an external commercial borrowing, to Mahindra & Mahindra Limited India for capital expenditure and overseas acquisition. Partner Devidas Banerji led the transaction.

Khaitan & Co has also advised Punjab State Power Corporation Limited, the state distribution licensee, in respect of BEE’s flagship programme – the Bachat Lamp Yojana Project, a part of the world’s biggest Clean Development Project initiative which has been promoted by the Bureau of Energy Efficiency, Ministry of Power, India. Partner Amitabh Sharma led the transaction.

Norton Rose (Middle East) has advised the Ministry of Finance, Bahrain in respect of the design, build, finance and operation of a wastewater treatment plant and conveyance system in Muharraq, Bahrain. The project, which has now reached commercial close, has a projected capital expenditure of US$250 million and includes the operation of the plant for a 27 year period. Financial close is targeted for Q2 2011. The project is the first wastewater treatment plant procured by the Government of Bahrain on a PPP basis. The firm also advised the client in the preparation of a National Privatisation Strategy Plan for the Sanitary Engineering Affairs Department of the Ministry of Works as part of Bahrain’s overall privatisation strategy and Economic Vision 2030. Partner Jonathan Brufal led the transaction.

Paul, Hastings, Janofsky & Walker has advised Publicis Groupe (Publicis) in respect of its acquisition of Eastwei Relations, one of China’s first independent public relations and strategic communications consultancies. Publicis is the third largest advertising and communications group in the world and a leader in digital and interactive communication. Partners David Wang and Lesli Ligorner led the transaction.

Rajah & Tann has advised CIMB Bank Berhad Singapore Branch as the issue manager and CIMB Securities (Singapore) Pte Ltd as the underwriter and placement agent in respect of the secondary listing of global integrated refined tin metal producer Malaysia Smelting Corporation Berhad (MSC) on the SGX-ST. MSC is primarily listed on the Bursa Malaysia Securities Berhad. MSC is issuing 25 million new ordinary shares which will raise net proceeds of approximately S$40.1 million (US$31.3m). The transaction represents the first Malaysian company to be dual-listed on Bursa Malaysia and SGX-ST. Partner Chan Wan Hong led the transaction.

Rajah & Tann has also advised China Gaoxian Fibre Fabric Holdings Ltd (China Gaoxian) in respect of its dual listing by way of depository receipts on the KRX Kospi Market. China Gaoxian is issuing 30 million depository receipts (underlying which are 600 million new shares) which will raise net proceeds of approximately S$223.8 million (US$175m). China Gaoxian, a synthetic fiber manufacturer in the PRC, is currently listed on the SGX. Daewoo Securities Co Ltd acted as the main underwriter. Partners Chia Kim Huat and Danny Lim led the transaction. Kim & Chang, led by C H Ko, S K Cheong and M S Cho, provided advice on the Korean legal issues.

Shook Lin & Bok has acted for SGX listed Joyas International Holdings Limited, a company engaged in the design, manufacture, packaging and sale of metal gift and jewellery products, in respect of a rights cum warrants issue of 215 million ordinary shares, with up to 107.5 million warrants each carrying the right to subscribe for one new share, to raise proceeds of approximately S$7.3 million (US$5.7m). Partner Gwendolyn Gn led the transaction.

Weil, Gotshal & Manges has advised GROHE-Group, a global premium brand for sanitary fittings, in respect of the voluntary public tender offer of its wholly-owned subsidiary Grohe Asia AG to all shareholders of Joyou AG. The transaction represents the first takeover offer of a German enterprise for a Chinese group of companies. The offer price amounts to €13.50 (US$18.33) in cash per share. At the time of the announcement of the tender offer, Grohe Asia AG has already secured irrevocable commitments as well as other undertakings from Joyou shareholders safeguarding voting rights of at least 30 per cent in Joyou AG upon completion of the tender offer. The firm’s advisory team was led by Beijing counsel Yan Yang and partners Henry Ong, Gerhard Schmidt, Heiner Drueke and Christian Tappeiner.

WongPartnership has acted for CapitaMalls Asia Limited in respect of the acquisition by its wholly-owned subsidiary of an 18 per cent stake in Senning Property Ltd (Senning) from Longtex Investment Limited, an indirect wholly-owned subsidiary of CapitaLand Limited. Senning owns a 95 per cent equity interest in Shanghai Orient Overseas Kaixuan Real Estate Co Ltd (Shanghai Orient), a company incorporated in PRC which owns the Raffles City Changning site, an integrated commercial mix-use development located in Shanghai, PRC. The consideration for the acquisition is approximately S$187.2 million (US$146.3m) and the agreed land value of the Raffles City Changning site is RMB5.3 billion (US$827m). Partners Gerry Gan and Karen Wee acted on the matter.

WongPartnership has also acted for NTUC Income Insurance Co-operative Ltd in respect of the acquisition of a 49 per cent equity stake in Savu Investments Pte Ltd, an investment holding company owning an office building located at 16 Collyer Quay, Singapore. The firm also acted for Savu Investments Pte Ltd in respect of refinancing its credit facilities via a senior secured bond offering for about S$420 million (US$328m). Partners Low Kah Keong, Quak Fi Ling, Dorothy Marie Ng, Monica Yip, Hui Choon Yuen, Christy Lim, Carol Anne Tan and Khaw Gim Hong acted on the matter.