|Allen & Gledhill has advised Noble Group Ltd in respect of the placement of approximately 306.5 million ordinary shares in its capital which raised net proceeds of approximately S$625 million (US$487.5m). The placement agents were Goldman Sachs (Singapore) Pte and The Hongkong and Shanghai Banking Corporation Ltd Singapore Branch. Partner Leonard Ching led the transaction.
Allen & Gledhill has also advised Deutsche Bank AG Singapore Branch as the financial adviser of Cathay Asset Management Company Ltd (Cathay Asset) in respect of Cathay Asset and a consortium of acquirers’ share purchase agreement for the acquisition of approximately 422 million ordinary shares in the capital of Jaya Holdings Ltd (Jaya) held by Nautical Offshore Services. The acquisition represents approximately 54.70 percent of Jaya’s issued share capital and is valued at approximately S$202.6 million (US$158m). Pursuant to the initial acquisition, Cathay Asset and the consortium made a mandatory unconditional cash offer for all the ordinary shares in the capital of Jaya, excluding those shares owned, controlled, or agreed to be acquired by Cathay Asset and other parties acting in concert with it. The offer is valued at approximately S$167.8 million (US$131m). Partner Christopher Koh led the transaction.
Allen & Overy has acted for Wanhua Industrial Group (Wanhua), a majority owned entity of the Yantai municipal government of the PRC, in respect of its acquisition of Hungarian chemicals company BorsodChem, creating the world’s third largest isocyanate manufacturer. BorsodChem, previously owned by Permira, completed a restructuring of its senior and mezzanine debts in June 2010. Under the restructuring plan, Wanhua acquired a 38 percent stake in BorsodChem and agreed to provide working capital facility to BorsodChem. Wanhua subsequently exercised its option to acquire a further 58 percent stake and assisted BorsodChem in raising a €900 million (US$1.25b) senior financing from Bank of China, Bank of Communications and Industrial and Commercial Bank of China. Partners Joseph Tse and Mark Gearing co-led the transaction. Clifford Chance acted for Permira whilst Shearman & Sterling/CMS Cameron McKenna acted for outgoing banks and Baker & McKenzie acted for new banks.
Amarchand & Mangaldas has acted for Reliance Capital Ltd and Reliance Life Insurance Ltd in respect of the agreement wherein Nippon Life Insurance Company Japan (Nippon Life), one of Asia’s biggest life insurance companies, agreed to acquire a 26 percent strategic stake in Reliance Life Insurance Company Ltd (RLICL), subject to receipt of necessary approvals from the Reserve Bank of India and the Insurance Regulatory and Development Authority of India. The acquisition shall be by the way of fresh subscription of equity shares and purchase of shares from the promoters of RLICL. The aggregate value of the investment is US$680 million. The transaction documents were executed on 14 March 2011 and the deal is expected to close by 30 September 2011. Partners Vandana Shroff and Ravindra Bandhakavi led the transaction whilst Anderson Mori & Tomotsune and Khaitan & Co acted as Japanese and Indian legal advisors, respectively, of Nippon Life.
AZB & Partners has advised Qualcomm Incorporated in respect of the 13 percent acquisition each by Global Holding Corporation Private Limited and Tulip Telecom Limited in each of the four Qualcomm broadband wireless services subsidiaries in India. The deal was completed on 28 February 2011 and was valued at approximately US$60 million. Partner Vishnu Jerome led the transaction.
AZB & Partners has also advised Yutaka Giken Company Limited Japan in respect of the sale of the shares of its wholly owned subsidiary in India, Yutaka Autoparts Pune Private Limited, to Faurecia Emissions Control Technologies India Private Limited for approximately US$400,000. The transaction was completed on 25 January 2011 and was led by partner Percival Billimoria.
Clifford Chance has advised global private security company Prosegur Compania de Seguridad SA (Prosegur) in respect of its acquisition of Prosec Services Pte Ltd, a Singapore company which provides unarmed security services. The deal marks Prosegur’s first foray into a non-traditional market, as well as its first in Asia. Partner Lee Taylor led the transaction.
Davis Polk has advised the underwriters (consisting of The Hongkong and Shanghai Banking Corporation Ltd, KDB Asia Ltd, Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Royal Bank of Scotland plc, Standard Chartered Bank and UBS AG) in respect of a Schedule B debt offering by The Korea Development Bank of US$750 million in aggregate principal amount of its four percent notes due 2016. Partners Eugene C Gregor and John D Paton led the transaction whilst The Korea Development Bank was advised by Cleary Gottlieb Steen & Hamilton as to US law and by Lee & Ko as to Korean law.
Fangda is representing Chinese online B 2C shoes retailer Letao.com in respect of its new round of funding from Tiger Fund, DT Capital, Ceyuan Ventures and other venture funds. The deal size is about US$30 million. The firm’s team was led by corporate partner Victor Yu.
Fangda has also represented Rhodia Group, a global company engaged in the development and manufacture of specialty chemicals, in respect of its acquisition from Suzhou Hipro Polymers Co Ltd of its guar-related business and assets. The firm’s team was led by corporate partner Chuanjie Zhou.
Gilbert + Tobin has advised Paddy Power plc, the largest bookmaker in Ireland and one of the top five in the United Kingdom, in respect of its A$132.6 million (US$130.7m) cash and scrip acquisition of the remaining 39 percent minority interests in Australian licensed online sports and racing bookmaker Sportsbet Pty Ltd. The transaction makes Sportsbet a wholly owned subsidiary of the Irish and LSE listed bookmaker. Partner Marko Komadina led the transaction.
Harry Elias Partnership has advised United Overseas Bank, as the issue manager, underwriter and placement agent, in respect of the IPO of Hock Lian Seng Holdings Ltd on the SGX raising S$25.6 million (US$20m). Partner Claudia Teo led the transaction.
Harry Elias Partnership has also acted for UK-based cross-sector real estate fund Develica group in respect of the successful sale of Develica APS 100 Pte Ltd, a special purpose vehicle which owns One Finlayson Green, the prime office building located in Singapore’s financial hub. The transaction was undertaken through the sale and purchase of existing shares from the Develica group and debt restructuring for a total consideration of S$145 million (US$113m) and involved multi jurisdictions spanning seven countries and three international banks. Partner Claudia Teo also led the transaction.
Khaitan & Co has advised Trio Trend Private Ltd (Trio) and Skylink Properties Private Ltd (Skylink) in respect of the demerger of the Leather Goods Division of Trio to Skylink via a scheme of arrangement u/s 391 & 394 of the Companies Act 1956. The gross value of the transaction was US$35.64 million. Partner Anket Agarwal led the transaction.
Khaitan & Co has also advised international mobile handsets and accessories manufacturer G’Five International Ltd (GFIVE) in respect of a joint venture in India between its affiliate company, Kingtech Telecom (HK) Ltd BVI (KTL), and Sara International Ltd Hong Kong (Sara) to carry out sale and distribution of GFIVE products in India. KTL and Sara shall hold 76 percent and 24 percent, respectively, of the JV share capital. Associate partner Rajat Mukherjee led the transaction.
Majmudar & Co has acted as Indian legal counsel to Axis Bank Ltd Singapore Branch in respect of a financing transaction of US$43.5 million to Tega Holdings Pte Ltd Singapore (Tega) for acquiring shares in Losugen Pty Ltd, a private limited company incorporated in Australia, and Acotec SA, a public limited company incorporated in Chile. Tega is a subsidiary of Tega Industries Ltd, an Indian company engaged in mining, beneficiation, power, material handling and engineering. Shreyas Patel and Anthony Toppo led the transaction whilst Straits Law Practice Singapore, led by associate director Lai-Foong Chan, drafted the English law facility documents.
Majmudar & Co has also acted as Indian legal counsel to Bank of Baroda London in respect of a financing transaction of US$20 million to Mukundan Holdings Ltd BVI (Mukundan) for refinancing of existing debt and general corporate purposes. Mukundan is a wholly owned subsidiary of Binani Cement Ltd, the flagship subsidiary of Binani Industries Ltd, representing diversified business house the Braj Binani Group. Akil Hirani and Anthony Toppo led the transaction whilst TLT London, led by partner Richard McBride, drafted the English law facility agreement.
Mallesons Stephen Jaques has advised JP Morgan, Macquarie Capital Advisers and Merrill Lynch International (Australia) (Merrill Lynch) as the underwriters in respect of Origin Energy’s (Origin) A$2.3 billion (US$2.27b) entitlement offer via a new equity raising structure and a Pro Rata Accelerated Institutional and Tradeable Retail Entitlement Offer (PAITREO), which was developed by Merrill Lynch in consultation with Origin. The funds raised will help refinance Origin’s A$3.26 billion (US$3.2b) acquisition of the Integral Energy and Country Energy retail businesses and the Eraring Energy GenTrader arrangements. Partners David Friedlander and Shannon Finch led the transaction.
Maples and Calder has acted as Cayman Islands counsel in respect of the launch of BNY Mellon Emerging Markets Saiken Fund, a series trust of Mellon Offshore Funds. The investment objective of the fund is to pursue a stable income and long-term asset appreciation from investing mainly in a portfolio of bonds and other debt instruments in emerging markets worldwide. The firm’s advisory team was led by partner Spencer Privett whilst Japanese legal advice was provided by Mori Hamada & Matsumoto.
Rajah & Tann is advising SGX-ST listed PNE Micron Holdings Ltd (PNE) in respect of the reverse takeover of PNE by the vendors (consisting of Wavefront International Ltd, Republik Capital Management Ltd and Yanuar Arsad). PNE will acquire all the issued shares in the share capital of Khardorm Investments Ltd, Vast Base Holdings Ltd and Super Ace Investments Ltd for an aggregate consideration of S$225.54 million (US$176m), and in return, the vendors will obtain approximately 82.4 percent control of PNE. Thereafter, to meet the shareholding spread set out in the Catalist Rules, PNE and/or the vendors will respectively issue and/or place out new PNE shares and/or existing PNE shares. The firm is also advising PNE in respect of the disposal of PNE’s existing business to certain PNE shareholders for an aggregate consideration of S$17.29 million (US$13.5m), which is to be satisfied by the cancellation of the PNE shares held by such shareholders through a selective capital reduction exercise to be undertaken by PNE. Partners Goh Kian Hwee and Cynthia Goh led the transaction.
Shearman & Sterling has represented Asian based private investment firm Tiger Group Investments in respect of its joint venture with global alternative asset manager The Carlyle Group to form a company that will work to acquire more than US$5 billion in container, dry bulk, tanker vessels and other shipping assets to capitalize on increasing demand in the shipping sector. The new company is formed by Tiger Group Investments and The Carlyle Group in partnership with Seaspan Corporation, the Washington Family, Gerry Wang and Graham Porter. The company will commence business immediately and expects to deploy up to US$900 million in equity capital during the next five years, focusing on major shipping segments primarily strategic to the PRC, Taiwan, Hong Kong and Macau. The firm’s team was led by partner Paul Strecker.
Shook Lin & Bok’s Singapore office has acted for ICICI Bank Ltd as the arranger in respect of the US$800 million syndicated term loan facility granted to Lanco Resources International Pte Ltd and Lanco Resources Australia Pty Ltd (a unit of Lanco Infratech Ltd) to finance the acquisition of 100 per cent shares of Griffin Coal Mining Company Pty Ltd and Carpenter Mine Management Pty Ltd by Lanco Infratech Ltd. The acquisition is reportedly the largest investment by an Indian enterprise in Australia to date. Partners Markus Blenntoft and Marilyn See led the transaction.
Shook Lin & Bok’s Singapore office has also acted for XMH Holdings Ltd (XMH) in respect of its IPO which raised approximately S$25.2 million (US$19.7m). XMH is a diesel engine, propulsion and power generating solutions provider in the marine and industrial sectors. Partners Robson Lee and Vanessa Ng led the transaction.
The Singapore office of Watson, Farley & Williams has advised a syndicate of international lenders led by BNP Paribas as agent, in respect of a US$159 million post delivery facility extended to J Lauritzen A/S to enable its subsidiaries to refinance the acquisition of five product tankers and two gas carriers built in China. The financing was supported by buyer’s credit insurance from the China Export and Credit Insurance Corporation (Sinosure). The first product tanker was delivered in January 2011. Partner Goh Mei Lin led the transaction.
The Singapore office of Watson, Farley & Williams has also advised a Marshall Islands incorporated company managed by DVB Investment Management NV in respect of the acquisition of a sizable portfolio of marine containers from Capital Intermodal Ltd group and Xines Ltd and the leveraging of such acquisition, which was funded by ING Bank NV. This cross border marine containers acquisition and financing transaction, which involved containers managed by different managers with different leasing and account receivables arrangements, was completed in six weeks. Partner Madeline Leong led the transaction.
Weerawong, Chinnavat & Peangpanor Ltd has represented Trinity Asset Co Ltd in respect of the establishment of the Trinity Property Fund (TNPF), a property fund to invest in free-hold properties located in the prime business area of Bangkok, and the IPO of the REIT units. The deal was valued at approximately THB710 million (US$24m). The transaction closed on February 2011 and was led by partners Pakdee Paknara and Kudun Sukhumananda.
Weerawong, Chinnavat & Peangpanor Ltd has also acted for TMB Bank Plc in respect of the THB500 million (US$16.67m) loan facility agreement provided to Unique Mining Services Plc (UMS) for refinancing the company debts. The transaction closed on February 2011 and was led by partner Kulachet Nanakorn.
WongPartnership has acted for Ascendas Real Estate Investment Trust in respect of its forward acquisition of a business space property at No. 200 Jinsu Road, Jinqiao Export and Processing Zone, Pudong New District, Shanghai, PRC. The transaction was effected through a sale and purchase agreement with Hyday Holding Ltd – a subsidiary of Qingjian International (South Pacific) Group Development Co Pte Ltd (Qingjian) – and Qingjian, for the acquisition of the entire issued and paid-up share capital of Shanghai (JQ) Investment Holdings Pte Ltd for approximately RMB587.9 million (US$89.5m). Managing partner Rachel Eng and partners Joseph He and Gerry Gan acted on the matter.
WongPartnership has also acted for OKP Holdings Ltd in respect of a joint venture with Soilbuild Group Holdings Ltd in relation to the formation of a JV company, Forte Builder Pte Ltd, through their respective wholly-owned subsidiaries, to tender for the contract for the construction of a residential housing development project at Anguilla Park. Partners Tay Peng Cheng and Mark Choy acted on the matter.
Yulchon has advised POSCO Engineering & Construction Co Ltd (POSCO E&C) and Daewoo Engineering Co Ltd (Daewoo) in respect of their acquisition of 70 percent of the capital stock of SANTOSCMI SA, one of Ecuador’s largest EPC companies. The transaction will allow POSCO E&C and Daewoo to strengthen their presence in the Central and South American construction markets and establish the foundation for their rise as a global EPC company with enhanced technical and professional capabilities. Notably, POSCO E&C and Daewoo have become the first Korean construction companies to expand into the South American market including Ecuador, after their earlier expansion into Chile’s power plant market in September 2006. Partners Hee Woong Yoon and Tehyok Daniel Yi led the transaction, assisted by Ecuadorian counsels Perez, Bustamante & Ponce and Carmigniani & Perez and Allen & Overy, the English legal counsel.