Deals – 17 June 2010

Allen & Gledhill LLP has advised Securus Data Property Fund Pte Ltd (Securus Fund), the world’s first Shariah-compliant data centre fund, in respect of the initial closing of its US$100 million issuance wiith institutional investors from the Middle East and Asia, including Perbadanan Tabung Amanah Islam Brunei as a cornerstone investor. Securus Fund is established, managed and sponsored by Keppel Telecommunications & Transportation Ltd and AEP Capital Ltd (a member of the Saudi Arabia-based Al Rajhi Holding Group) to invest in data centre assets in Asia Pacific, Europe and the Middle East. Eventually, the company intends to increase its aggregate committed capital to at least US$200 million. Partners Jerry Koh and Foong Yuen Ping led the transaction.

Allen & Gledhill LLP has also advised DBS Bank Ltd (as arranger) and DBS Trustee Limited (as trustee) in respect of the establishment by Ho Bee Investment Ltd of a S$800 million (US$573m) multi-currency medium term note programme under which the company may issue notes not exceeding S$800 million from time to time. Partner Margaret Chin led the transaction.

AZB & Partners has acted as Indian counsel to lead managers Religare Capital Markets Plc and The Royal Bank of Scotland NV in respect of the issue of US$100 million foreign currency convertible bonds in the international capital market by Fortis Healthcare Limited. The five year bonds are priced with a yield to maturity of 5.54 percent and are listed on the Luxembourg Stock Exchange. Partner Meera Singh Joyce led the transaction.

AZB & Partners has also advised the IDFC Group (composed of IDFC Private Equity Fund III, IDFC Investment Advisors Limited, and Infrastructure Development Finance Company Limited) in respect of a share subscription and shareholders agreement for the subscription to 4.65 million compulsorily convertible cumulative preference shares of a face value of Rs1,000 (US$21.47) each of GMR Energy Limited (GEL) and 1,000 equity shares of face value of Rs10 (US$0.21) each of GEL. The other co-investors are Argonaut Ventures and Ascent Capital Advisors India Private Limited, The approximately US$105 million financing will be used to meet GEL’s funding requirements for its energy expansion plans. The transaction was announced on 3 June 2010 and is yet to be completed. Partner Vineetha M G led the transaction.

In addition, AZB & Partners has advised Famy Care Limited in respect of the allotment and issue of between 10 to 15 percent of its post issue share capital to Orizaba Limited. Partner Shuva Mandal acted on the matter.

Moreover, AZB & Partners has advised JM Financial Property Fund, which is managed by Infinite India Investment Management Limited, in respect of its acquisition of 100 percent stake of Windshield Developers Private Limited (Windshield) from Mr Vishwajeet Subhash Jhavar and Mr Mahesh Laddha, the representatives of Marvel Promoters and Developers (Pune) Pvt Ltd (Marvel). Windshield is engaged in the development of a residential project in Pune through a development agreement with Marvel. Total consideration for the transaction was approximately US$6 million. Partner Sai Krishna Bharathan led the transaction.

Further, AZB & Partners has advised Amneal Pharmaceuticals USA in respect of its acquisition of 100 percent of the equity share capital of RAKS Pharma Private Limited, a company engaged in the development, manufacture and distribution of active pharmaceutical ingredients and drug intermediates. Total consideration for the transaction was approximately US$6 million. The deal was signed on 31 May 2010 and is expected to be completed within 45 days from signing. Partner Sai Krishna Bharathan also led this transaction.

Finally, AZB & Partners has advised Bharti Airtel Limited (Bharti) in respect of its agreement to raise approximately US$2.7 billion from a consortium of financial institutions, including SBI, IDBI, IDFC, HDFC and HDFC Bank, to pay the government for the 3G license to operate in 13 areas, including Delhi and Mumbai. Partner Yashwant Mathur led the transaction.

Colin Ng & Partners LLP is acting for Eastern Holdings Limited in respect of the proposed sale of the exhibition business and assets of its subsidiary Eastern Directories Pte Ltd (Eastern Directories) to Sphere Exhibits Pte Ltd (Sphere), a subsidiary of Singapore Press Holdings Limited. Eastern Directories is currently a major player in the exhibition and consumer fairs industry in Singapore. The proposed sale relates to the organization of four exhibitions and consumer fairs in Singapore, namely Comex, the IT Show, the World Food Fair and the Food and Beverage Fair. On completion, the total consideration payable by Sphere to Eastern Directories will be SGD$43.5 million (US$31m). Partners Tan Min-Li and Stephen Soh are acting on the matter.

King & Wood has advised HeT in respect of its listing on the Shenzhen SME board. The public offering included 16.7 million shares which raised net proceeds of almost RMB541 million (US$79m). HeT’s main business activities include the research, development, production and sale of intelligent control devices which are used in home appliances, health and medical devices, electronic tools, intelligent buildings and furniture, automotive electronics and terminals systems. Partner Song Pingping led the firm’s advisory team.

King & Wood has also advised the lead arrangers headed by Bank of China together with China Construction Bank and China Development Bank in respect of the loan financing extended to joint venture company of Nanjing Yangzi – BASF Co Ltd. The financing, which is the largest in PRC for the year, is the second phase of the syndicated loan agreement of a long term dual currency loan covering the entire project. The project’s initial investment was US$2.9 billion. Carolyn Dong and Cai Yongmei.

Finally, King & Wood has advised China Huarong Financial Leasing Co Ltd in respect of its RMB1 billion (US$146.3m) financial bond issuance with an AA+ credit rating on the inter-bank bond market. The issuance was the first instance of a financial leasing company initiating direct marketized financing through a financial bond, marking the formal entry of China’s financial leasing companies onto the bond markets as issuers. Partner Jiang Guoliang of the firm’s Hangzhou office led the transaction.

Slaughter and May is advising Swire Pacific Limited (Swire Pacific) and Hong Kong Aircraft Engineering Company Limited (HAECO) in respect of Swire Pacific’s unconditional purchase of approximately 15 percent of the issued shares in HAECO from Cathay Pacific Airways Limited (Cathay Pacific) for approximately HK$2.62 billion (US$336m). Upon completion of the transaction, Cathay Pacific will cease to hold any HAECO shares. HAECO will become a subsidiary of Swire Pacific, with its 60.96 percent stake in HAECO. As a result of the transaction, Swire Pacific will be required to make a mandatory unconditional general offer in cash for all other issued HAECO shares not already owned by Swire Pacific or its subsidiaries. Based on the offer price of HK$105 (US$13.48) and the number of HAECO shares issued as at 7 June 2010 (date the offer was announced), the entire issued share capital of HAECO is valued at approximately HK$17.5 billion (US$2.24b). Partners Richard Thornhill and Lisa Chung led the firm’s advisory team.

Rajah & Tann has advised Kaya Limited, a subsidiary of Bombay Stock Exchange listed Marico Company, in respect of the acquisition of the aesthetics business of Derma-Rx (Asia Pacific) Pte Ltd (Derma Rx). The deal involved the acquisition of all the issued shares in the capital of the wholly owned subsidiaries of Derma-Rx and the intellectual property rights relating to Derma-Rx’s business. Consideration for the transaction was approximately S$27 million (US$19m). Partners Cheng Yoke Ping and Steve Tan led the transaction.

Vinson & Elkins has represented Statoil ASA, Norway’s largest oil and natural gas company, in respect of the US$3.07 billion cash sale of a 40 percent share in the Peregrino oil field (located in the Campos basin offshore Brazil) to Chinese state-owned oil company Sinochem Group. The deal is one of the most important international upstream deals in the market so far this year and is subject to government approvals in Brazil and China. The consideration is based on an effective date of January 1, 2010 and is subject to customary adjustments. The firm’s advisory team is led by London office managing partner Alex Msimang.

WongPartnership LLP has acted for Navis Asia Fund V Management Company Ltd in respect of a voluntary conditional cash offer for all the issued ordinary shares in the capital of Eng Kong Holdings Limited by its special purpose vehicle company, NEK Container Group Pte Ltd. Partners Ng Wai King and Tay Liam Kheng acted on the matter.

WongPartnership LLP has also acted for Asia Power Corporation Limited in respect of its proposed disposal of the entire issued and paid up share capital of Asia Hydro Power Investment Pte Ltd to Regent Clean Energy Pte Ltd for an aggregate consideration of RMB48.6 million (US$7m). Partners Vivien Yui and Chan Sing Yee acted on the matter.

Finally, WongPartnership LLP has acted as Singapore counsel for United Overseas Bank Limited, as issuer, in the establishment of a S$5 billion (US$3.6b) Euro-Medium Term Note Programme (EMTN) which was arranged by United Overseas Bank Limited and The Hongkong and Shanghai Banking Corporation Limited. The EMTN Programme allows for the issuance of subordinated notes where the firm advised on the legal aspects of how these subordinated notes can qualify as Lower Tier 2 Capital pursuant to the requirements of MAS Notice No. 637. Partner Hui Choon Yuen led the transaction.