Deals – 17 November 2011

Allen & Gledhill has advised Suntec Real Estate Investment Trust and PRE8 Investments Pte Ltd, a consortium of investors including Perennial Real Estate Pte Ltd, in respect of their agreement for the sale and purchase of CHIJMES for S$177 million (US$136.7m) under a tender exercise. Partners Ho Kin San, Serena Choo, Margaret Soh and Fock Kah Yan led the transaction.

Allen & Gledhill has acted as Singapore law counsel for Singapore Airlines Ltd, Temasek Holdings (Private) Ltd and DBS Bank Ltd and Standard Chartered Securities (Singapore) Pte Ltd, as the joint managers and underwriters, in respect of the one-for-two renounceable rights issue of Tiger Airways Holdings Ltd to raise gross proceeds of approximately S$158.4 million (US$122.3m). In connection with the rights issue, Singapore Airlines and an indirect wholly-owned subsidiary of Temasek have provided irrevocable undertakings to subscribe and pay in full for, and/or procure the subscription and payment in full for, up to 90 per cent of the rights shares. Partners Leonard Ching, Shawn Chen, Andrew M Lim, Hilary Low, Lim Mei and Sharon Wee led the transaction.

Allens Arthur Robinson has advised the financiers of various Pacific equity partners (PEP) funds in respect of a deal that will see the PEP funds form a joint venture with Swedish personal hygiene product producer Svenska Cellulosa Aktiebolaget (SCA) to invest and develop SCA’s Australasian operations. SCA Hygiene Australasia (SCAHA), which employs about 1,500 people and has annual sales of about A$640 million (US$650.4m), is the producer of brands such as Sorbent, Purex and Libra. Under the deal, which was signed on 4 November 2011, the PEP funds and SCA will each hold a 50 per cent stake in SCAHA. The acquisition is expected to be completed by February 2012, subject to regulatory approval. Partner Mark Kidston led the transaction. Freehills and Clayton Utz advised PEP whilst Minter Ellison advised SCA.

Allens Arthur Robinson has advised oil and gas production and exploration company Solimar Energy Ltd in respect of its listing on the Canadian TSX Venture Exchange (TSXV), its completed capital raising and on the reparation of its debt. The deal, which led to Solimar’s first appearance on the TSXV on 14 November 2011, establishes the company as one of the few with dual listings on the ASX and TSXV. The listings will allow the Melbourne-based company to expand its global investor base and strengthen access to the North American capital markets. Partner Mark Malinas led the transaction whilst Davis acted as Canadian counsel. Jones Day and Macleod Dixon acted as Australian and Canadian counsel, respectively, for the underwriter.

AZB & Partners is advising Mitsui & Co., Ltd (Mitsui) in respect of the approximately INR18.7 billion (US$42m) investment by Mitsui and Sanyo Special Steel Co into a wholly owned subsidiary of Musco, following the hive off by Musco of its steel division to such subsidiary. The deal was signed on 11 November 2011 and is yet to be completed. Partner Aditya Vikram Bhat is leading the transaction.

Baker & McKenzie has acted as lead counsel for Air China in respect of its purchase of a new Boeing 777-300ER aircraft which was financed by Export-Import Bank of the United States of America (Ex-Im Bank) through the issuance of a US$ guaranteed bond by a Delaware trust entity. The transaction is a milestone in China’s aircraft financing history, as it marked the first transaction where a Chinese airline was able to finance an aircraft supported by Ex-Im Bank without the guarantee from a Chinese bank or a sovereign undertaking from the Chinese government, which involved the issuance of a US$ guaranteed bond. BNP Paribas acted as the sole book-runner and structuring agent. Partners Harvey Lau, Brian Spires and Creighton Meland led the transaction.

Baker & McKenzie has also advised Parkson Retail Asia Pte Ltd (Parkson Retail) in respect of its global offering under Rule 144A and Regulation S, and its listing on the SGX. Parkson Retail, the retail business of Malaysia-based Parkson Holdings, is one of the largest department store operators in Southeast Asia. Net proceeds of S$158.9 million (US$123m) were raised from the offering. The company’s shares commenced trading on 3 November 2011. HSBC Singapore was the sole global coordinator and issue manager on the global offering. HSBC Singapore and CIMB Securities (Singapore) were the joint bookrunners and underwriters. Partners Ashok Lalwani, Lan Hing Liew, Munir Abdul Aziz, Mark Innis, Fred Burke and Oanh HK Nguyen led the transaction. WongPartnership, led by partners Gail Ong, Chong Hong Chiang and Karen Yeoh, acted for HSBC Singapore and CIMB Securities (Singapore).

Clayton Utz has advised Origin Energy Ltd in respect of its A$500 million (US$508m) offer of hybrid notes to be listed on the ASX. The transaction was announced to the market on 15 November 2011. Partner Stuart Byrne led the transaction. Mallesons Stephen Jaques, led by partners Ian Paterson and Shannon Finch, advised UBS, as sole arranger, and NAB, ANZ, CBA and Macquarie Bank as the additional joint lead managers.

Colin Ng & Partners has advised Breadtalk Group in respect of the acquisition by its own wholly owned subsidiary, Topwin Investment Holding Pte Ltd, of a 49 per cent stake in FR (Thailand) Co Ltd (FR Thailand). Following completion of the acquisition, FR Thailand will establish and operate food courts and food atriums in Thailand under the “Food Republic” trademark. Partner Kong Seh Ping led the transaction.

Colin Ng & Partners has acted for Equation Corp Ltd (Equation) in respect of the disposal of its entire 27.46 per cent controlling stake in Centillion Environment & Recycling Ltd (Centillion) to a new strategic investor, Asia Dynamic Pte Ltd, for S$6 million (US$4.6m). The deal was completed on 27 October 2011. The Centillion group of companies provides services for recycling and processing electronic components and products to extract ferrous and nonferrous metals and plastics. Upon completion of the disposal, Equation has ceased to be a shareholder of Centillion. Partner Gregory Chan led the transaction.

Eversheds’ Hong Kong office has advised New World China Land Ltd in respect of a rights issue to raise up to HK$4.3 billion (US$552.5m). New World China Land will issue up to 2.9 billion shares to raise long-term equity funding for refinancing the company’s existing borrowings and debts and to strengthen the company’s long-term capital base and enhance its financial resilience. Partner Stephen Mok led the transaction.

Freshfields Bruckhaus Deringer is advising Caterpillar Inc, the world’s largest maker of construction and mining equipment, in respect of its pre-conditional voluntary takeover offer for ERA Mining Machinery Ltd, an HKSE listed hydraulic roof support manufacturer of coal mining equipment. The proposed offer, which values ERA between HK$4.49 billion (US$578m) and HK$6.88 billion (US$885m) on a fully diluted basis, was announced on 11 November 2011 and is subject to the approval of China’s Ministry of Commerce. Partner Robert Ashworth led the transaction.

IndusLaw has represented Bangalore-based Soham Renewable Energy India Private Ltd in respect of SBI Macquarie Infrastructure Fund’s Rs125 crore (US$24.7m) investment in the company’s renewable platforms. The investment, which is a part of a total commitment of Rs375 crore (US$74m) for current and future projects, will also be utilised to acquire licenses along with partly-constructed and fully-commissioned projects. Debt is expected to be tied up from financial institutions such as State Bank of India, ICICI, Axis Bank, IDBI and Syndicate Bank, amongst others, some of which has already been sanctioned. Partner Srinivas Katta led the transaction.

Khaitan & Co has advised a consortium of banks led by Punjab National Bank in respect of an approximately US$56 million term loan facility for financing the Aerotropolis project of Bengal Aerotropolis Projects Ltd at Durgapur, West Bengal. Partner Upendra Joshi represented the consortium.

Khaitan & Co has advised Bajaj Hindusthan Ltd in respect of its approximately US$300 million rights issue of equity shares. Bajaj Hindusthan Ltd, a part of the Bajaj Group, is India’s number one sugar and ethanol manufacturing company headquartered at Mumbai (Maharashtra), India. Partner Nikhilesh Panchal advised the client.

Mallesons Stephen Jaques has acted as Australian counsel for Australia and New Zealand Banking Group Ltd (ANZ) and ANZ Capel Court Ltd in respect of the successful establishment of ANZ’s US$20 billion global covered bond programme and the inaugural forthcoming issue by ANZ of $US1.25 billion in covered bonds under the programme, which is the first ever issue of covered bonds to be priced and sold by an Australian bank. Partners Berkeley Cox and Ian Paterson led the transaction whilst Allen & Overy and Sullivan & Cromwell advised ANZ on English law and United States law, respectively. Blake Dawson acted for Perpetual as trustee and security trustee. Clifford Chance acted as advisers to Deutsche as the bond trustee and English law advisers to the arrangers and dealers ANZ, UBS and Citigroup, respectively. Sidley Austin acted as United States law advisers to the dealers.

Mallesons Stephen Jaques is also acting for MSF Sugar Ltd in respect of the off-market takeover bid by MSF’s major shareholder, Thai based Mitr Phol Sugar Corp Ltd. Following completion of its satisfactory due diligence investigations, Mitr Phol has announced that it intends to make an all cash offer for MSF at A$4.45 (US$4.51) per share, which values MSF at approximately A$313 million (US$317.4m). The board of MSF has indicated that it intends to recommend the offer to MSF shareholders, in the absence of a superior proposal and subject to an independent expert determining that the offer is fair and reasonable. Partner John Humphrey is leading the transaction whilst Greenhill Caliburn is also advising MSF. Baker & McKenzie is acting for Mitr Phol.

Maples and Calder has acted as Cayman Islands counsel for Cayman Islands company LifeTech Scientific Corporation (LifeTech) in respect of its IPO and placing of 125 million shares on the Growth Enterprise Market of the HKSE. Dealings in shares in LifeTech commenced on 10 November 2011. LifeTech is one of the leading developers, manufacturers and marketers of advanced minimally invasive interventional medical devices. The net proceeds from the share offer received by LifeTech is estimated to be approximately HK$154.1 million (US$19.8m). Partner Greg Knowles led the transaction whilst O’Melveny & Myers and Zhong Lun Law Firm acted as Hong Kong and PRC legal advisers, respectively. Minter Ellison acted as counsel to Piper Jaffray, the sponsor and underwriter.

Maples and Calder has also acted as Cayman Islands counsel to Mitsubishi UFJ Global Custody SA, the manager of MUAM Trust I, in respect of the launch of its first series trust named MUAM Japan Equity Income Fund. The investment objective of the series trust is to seek high income gain via dividends and medium- and long-term capital appreciation through investment in equities of Japanese companies which have a higher dividend yield than the market average. Total initial subscriptions were ¥2 billion (US$26m) by way of private offering. All service providers are within the Mitsubishi Group, apart from the trustee which is CIBC Bank and Trust Company (Cayman) Ltd. Senior associate Richard Grasby led the transaction.

Mayer Brown JSM has advised Tsinlien Group Company Ltd (Tsinlien) in respect of the issue of CNY1.3 billion (US$205m) 5.75 per cent guaranteed Renminbi-denominated bonds due 2014. In a deal arranged by DBS Bank Ltd, CITIC Bank International Ltd, Deutsche Bank AG, Goldman Sachs International, JP Morgan Securities (Asia Pacific) Ltd, Standard Chartered Bank (Hong Kong) Ltd, UBS AG Hong Kong Branch and Wing Lung Bank Ltd, the bonds were issued by a wholly-owned offshore subsidiary of Tsinlien, with Tsinlien providing a guarantee. The transaction was completed on 10 November 2011, and the bonds are listed on the SGX-ST. Partners Ben Sandstad and Jeckle Chiu led the transaction.

Rajah & Tann has advised Pickard Enterprises Ltd, Ember Vision Ltd and Marble Focus Ltd in respect of Pickard Enterprises’ exit offer to acquire all the issued ordinary shares in the capital of CentraLand Ltd, other than those already owned, controlled or agreed to be acquired by Pickard Enterprises and parties acting in concert with it, in connection with the proposed voluntary delisting of CentraLand from the SGX-ST. The exit offer is valued at approximately S$138.4 million (US$107m) and CentraLand is valued at S$738 million (US$572m). Closing date of the exit offer was 3 November 2011 whilst the date of CentraLand’s delisting was 11 November 2011. Partners Howard Cheam and Soh Chai Lih led the transaction whilst Conyers Dill & Pearman acted as special legal adviser on Bermuda and BVI laws. Wong & Leow advised CentraLand Ltd.

Shook Lin & Bok’s Singapore office has acted as Singapore counsel for Libra Group Ltd, a mechanical and electrical engineering firm, in respect of its listing and placement of shares on the Catalist board of the SGX-ST to raise proceeds of approximately S$6.3 million (US$4.9m). Partner Gwendolyn Gn led the transaction.

Slaughter and May’s Hong Kong office has advised MTR Corporation and MTR Corporation (CI), as the issuers, in respect of the annual update of their US$3 billion debt issuance programme under which they have the ability to issue notes to be listed and traded on the HKSE and the LSE. This year’s update included amendments to the programme to enable the issuers to issue Renminbi-denominated “dim sum” bonds in Hong Kong. Partner Laurence Rudge led the transaction whilst Maples and Calder advised on the Cayman Islands aspect.

Walkers has acted as Cayman Islands counsel for Wole Inc in respect of a reverse triangular takeover of 56.com, a leading user generated content online video sharing site in China, by NYSE listed Renren Inc, the leading name in social networking (internet platform) in China, utilising the Cayman merger scheme under the Companies Law. Wole Inc was wholly acquired for US$80 million. Partner Denise Wong led the transaction.

WongPartnership has acted for Pacific International Lines (Private) Ltd (PIL) in respect of the proposed voluntary de-listing of Pacific Shipping Trust (PST) from the SGX, and the cash offer by PIL to acquire all the units of PST, other than those held, directly or indirectly, by PIL. Partners Ng Wai King, Andrew Ang and Quak Fi Ling acted on the matter.