|Allen & Gledhill has advised Oversea-Chinese Banking Corp Ltd in respect of its S$3.37 billion (US$2.67b) renounceable underwritten rights issue. This is the largest Singapore equity capital market deal since March 2011 and is Singapore’s second-largest ever rights issue. Partners Tan Tze Gay and Rhys Goh led the transaction.
Allen & Gledhill has also advised Oversea-Chinese Banking Corp Ltd, RHB Bank Berhad and Hong Leong Finance Ltd in respect of the S$480 million (US$380.6m) term loan facilities to Plaza Ventures Pte Ltd to finance the acquisition and redevelopment of Equity Plaza in Singapore. Partner Lim Wei Ting led the transaction.
Allen & Overy has advised Nam Ngiep 1 Power Company Ltd and its sponsors, The Kansai Electric Power Co Inc, EGAT International Company Ltd and Lao Holding State Enterprise, in respect of all aspects of the development, financing and construction of the US$916 million 290MW Nam Ngiep 1 cross-border hydropower project in the Lao People’s Democratic Republic. This is the first significant investment by a Japanese sponsor in the Lao hydropower sector and the first participation by the Japan Bank for International Cooperation (JBIC) in a Lao project financing. It is also the first Thai Baht loan provided by Asian Development Bank (ADB) to a non-Thai project. The project, which achieved financial close on 11 September 2014, is a joint venture between the Lao and Thai governments and a private-sector sponsor and is scheduled to start commercial operations in January 2019. Under the offtake arrangements, 95 percent of the project’s generating capacity will be distributed to the Electricity Generating Authority of Thailand under a 27-year take-or-pay power purchase agreement while the remainder will be generated by a powerhouse at a re-regulation dam and be sold to Electricité du Laos on the same basis. The financing was made up of US$ loan tranches from JBIC and from ADB, with three Japanese US$ lead arrangers entering into B Loan risk participation with ADB, and Thai Baht loan tranches provided by the Thai Baht lead arrangers and ADB. Mizuho Bank Ltd, Sumitomo Mitsui Banking Corp and The Bank of Tokyo-Mitsubishi UFJ Ltd Bangkok Branch acted as US$ lead arrangers. Bangkok Bank Public Company Ltd, Export-Import Bank of Thailand, KASIKORNBANK Public Company Ltd and The Siam Commercial Bank Public Company Ltd acted as Thai Baht lead arrangers. BNP Paribas acted as sole and exclusive financial advisor to the project sponsors. Partner Stephen Jaggs led the transaction. DFDL (Laos) acted as sponsors’ Lao counsel, Clifford Chance as lenders’ deal counsel and McDonald Steed McGrath Lawyers (Laos) as lenders’ Lao counsel.
Allens has advised global supply chain logistics company Brambles Ltd in respect of its acquisition of the Ferguson Group for an enterprise value of £320 million (US$519.6m). Ferguson Group is a leading provider of container solutions to the offshore oil and gas sector. The acquisition will see Brambles expand its specialist containers business and is a further expansion of Brambles’ containers offering in oil and gas. Partner Vijay Cugati, head of the Investment Firms & Investment Management Sector, led the transaction which also saw the involvement of Linklaters, the firm’s global integrated alliance partner.
AZB & Partners has advised Max Group in respect of an agreement with Life Healthcare International Proprietary Ltd to increase from 26 percent to 46.41 percent Life Healthcare’s equity stake in Max Healthcare Institute Ltd (MHIL) by a combination of fresh issue of shares by MHIL and purchase of shares from Max India. Partners Anil Kasturi and Samir Gandhi led the transaction which was valued at approximately US$127 million and is yet to be completed.
Davis Polk has advised BOCI Asia Ltd as the sole arranger in respect of the establishment of the US$2 billion medium-term note program of China Orient Asset Management Corp. The firm also advised the dealers, composed of BOCI Asia Ltd, Bank of Communications Co Ltd Hong Kong Branch, Industrial and Commercial Bank of China (Asia) Ltd, Morgan Stanley & Co International plc and Standard Chartered Bank, in respect of the Regulation S only offering by Charming Light Investments Ltd, China Orient’s wholly-owned subsidiary whose ultimate parent is the Ministry of Finance of the PRC, of its US$600 million 3.75 percent notes due 2019 and US$400 million 5 percent notes due 2024 under the program. China Orient is one of the leading asset management companies in China. Partners Paul Chow and John D Paton led the transaction. China Orient was advised by Linklaters as to Hong Kong law, Maples and Calder as to BVI law and King & Wood Mallesons as to PRC law. The sole arranger and the dealers were advised by Jun He Law Office as to PRC law. The seller was advised by Cleary Gottlieb Steen & Hamilton.
Davis Polk has also advised CITIC Securities Corporate Finance (HK) Ltd and another investment bank as initial purchasers in respect of a US$320 million Regulation S-only offering by Oceanwide Real Estate International Holding Company Ltd of its 11.75 percent senior notes due 2019. The notes are unconditionally and irrevocably guaranteed by Oceanwide Holdings Co Ltd and Oceanwide Holdings (Hong Kong) Co Ltd, a wholly-owned subsidiary of China Oceanwide Holdings Group, and have the benefit of a keepwell deed provided by Oceanwide Group. This is the first high-yield bond offering out of China where a Shenzhen Stock Exchange-listed PRC-based company provides a cross-border parent guarantee without requiring an approval from the PRC State Administration of Foreign Exchange. Headquartered in Shenzhen, Oceanwide Holdings Co Ltd is one of the leading property developers in the PRC. Partners William F Barron and Paul Chow led the transaction. The issuer was advised by Linklaters as to US and Hong Kong laws, Jun He Law Office as to PRC law and Walkers as to BVI law. The initial purchasers were advised by King & Wood Mallesons as to PRC law.
Gibson, Dunn & Crutcher has advised Medco Tunisia Petroleum Ltd, a subsidiary of PT Medco Energi Internasional Tbk, in respect of its acquisition of 100 percent of the shares of Storm Ventures International (Barbados) Ltd (SVI) from Storm Ventures International (BVI) Ltd (SVI BVI) for approximately US$127.7 million. SVI BVI is a subsidiary of Toronto Stock Exchange-listed Chinook Energy Inc and holds a participating interest in eight blocks in Tunisia. Singapore partner Brad Roach, head of the Asia oil and gas practice, led the transaction. Storm Ventures International (BVI) Ltd was represented by Burnet, Duckworth & Palmer whilst PT Medco Energi Internasional Tbk was advised by Torys, led by Calgary partner Janan Paskaran.
Hogan Lovells has advised the Islamic Corporation for the Development of the Private Sector (ICD) and Citi represented by Citibank Senegal SA as arrangers in respect of the inaugural US$200 million sukuk offering by the State of Senegal, the first of its kind in the West African Economic and Monetary Union (WAEMU) zone. The sukuk, an amortising sukuk al-ijara guaranteed by the State of Senegal, is targeted at local banks and institutional investors. Global head of Islamic finance Rahail Ali and Saudi-based partner Imran Mufti led the transaction.
Khaitan & Co has advised GA Global Investments Ltd in respect of the sale of 6.5 million equity shares of IndusInd Bank Ltd by way of a block trade for approximately US$66.3 million. Global Investments is a mutual fund company incorporated in Bermuda and listed on the Main Board of the SGX-ST. Executive director Sudhir Bassi and partner Arindam Ghosh led the transaction.
Khaitan & Co has also acted as Indian counsel to Smiths Medical International Ltd (SMIL) and Smiths Medical India Private Ltd (SMIPL) in respect of a dispute with plaintiff Hansraj Nayyar Medical India, exclusive agent for SMIL and SMIPL on a distribution agreement entered into for importing products to India via the Indian subsidiary. The agreement was governed by the laws of England and subject to the exclusive jurisdiction of the courts in England. The Court rejected the plaintiff’s prayers for grant of ad-interim injunction against SMIL and SMIPL and also rejected plaintiff’s prayer to stay the proceedings before the High Court of England & Wales. The suit was dismissed against SMIL and partly dismissed against SMIPL. Smiths Medical is a world leader in the design, manufacture and distribution of medical devices. Partner Raj Panchmatia led the transaction.
Latham & Watkins has acted as US counsel for Morgan Stanley India in respect of GA Global Investments’ US$66 million sale of shares of IndusInd Bank in a block trade on 3 September 2014. Morgan Stanley India Company Private Ltd acted as broker on the sale. IndusInd Bank Ltd is a Mumbai-based bank listed on the Indian stock exchanges. Singapore partner Rajiv Gupta led the transaction.
Latham & Watkins has also advised leading China-focused private equity firm FountainVest Partners in respect of its acquisition of a controlling stake in US auto supplier Key Safety Systems Inc (KSS), thereby joining existing shareholders Crestview Partners and KSS management in the ownership of KSS. Through this transaction, FountainVest becomes the largest shareholder in KSS. Canada Pension Plan Investment Board (CPPIB) also participated in the transaction as a co-investor with FountainVest. The transaction is FountainVest’s first acquisition outside of Asia. Headquartered in Sterling Heights, Michigan, KSS is a global leader in the design, development and manufacturing of automotive safety-critical components and systems including inflators, airbags, steering wheels, and seat belts. Its products are featured in more than 300 vehicle models produced by over 60 well-diversified customers worldwide. Hong Kong mergers and acquisitions partner Tim Gardner, led the transaction.
Majmudar & Partners has acted as Indian counsel to Bank of Baroda Sydney in respect of an A$8.8 million (US$7.94m) facility provided to M/s Joyce Foam Pty Ltd. The facility was backed by personal guarantee of the Indian promoters and corporate guarantee of M/s Sheela Foam Pvt. Ltd. Partner Prashanth Sabeshan led the transaction.
Majmudar & Partners has also advised Punjab National Bank (International) Ltd London in respect of an additional facility of €5 million (US$6.5m), increased from the earlier facility of €10 million (US$12.95m) provided to 3B Fibreglass SRPL Belgium, a member of the 3B Binani group of companies. The facility was backed by a corporate guarantee extended by Binani Industries Ltd India, the ultimate holding company of the 3B Binani group. Partner Prashanth Sabeshan led the transaction. TLT acted as English counsel to the lender.
Mayer Brown JSM has represented Chinese stainless steel manufacturer Lianzhong Stainless Steel Corp in respect of securing a significantly lower antidumping duty rate in the first ever anti-dumping investigation initiated by the government of Vietnam. The product covered by the investigation was a certain cold-rolled stainless steel (CRSS). The decision allows Lianzhong to continue exporting CRSS to Vietnam at a significantly lower rate of duty, compared with the 6.58 to 37.29 percent duty rates currently imposed on other exporters being investigated in this case. The lower duty greatly reduces Lianzhong’s capital spending on customs taxes, placing the company in a stronger competitive position in the Vietnam market. Partner Matthew McConkey led the transaction.
Norton Rose Fulbright has advised COFCO Land Holdings Ltd in respect of its acquisitions of the minority interests in Jetway Developments and Yalong Development (HK) Company. The aggregate consideration of approximately HK$2 billion (US$258m) was satisfied by the issue and allotment of shares in COFCO Land to the respective sellers. COFCO Land is principally engaged in the development, operation, sale, leasing and management of mixed-use complexes and commercial properties in China and Hong Kong. Jetway Developments Ltd holds a commercial property project in Shanghai, China whilst Yalong Development (HK) Company Ltd holds an integrated tourist project in Yalong Bay National Resort District in Sanya, China. The two companies became wholly-owned subsidiaries of COFCO Land upon the acquisitions, which were completed in August 2014. Corporate partner Psyche Tai led the transaction.
Paul Hastings has represented West China Cement Ltd in respect of its Regulation S offering of US$400 million of 6.5 percent senior notes due 2019. West China Cement is one of the leading cement producers in Shaanxi Province. Credit Suisse and Nomura acted as joint book-runners and joint lead managers for the transaction. Chair of Greater China partner Raymond Li and debt capital markets partners David Grimm and Vivian Lam led the transaction.
Paul Hastings has also advised China Rongsheng Heavy Industries Group Holdings Ltd in respect of the acquisition of a 60 percent equity interest in Central Point Worldwide Inc by its indirectly wholly-owned subsidiary Ocean Sino Holdings Ltd. The consideration for the acquisition is HK$2.184 billion (US$281.8m), which is satisfied by the allotment and issuance of 1.4 billion shares by China Rongsheng. Central Point indirectly holds 100 percent interests in КыргызжерНефтегаз, a Kyrgyzstan-incorporated limited liability company which has the right to cooperate with the national oil company of Kyrgyzstan in the operation of the five oilfield zones located adjacent to the Fergana Valley of Kyrgyzstan. Corporate partner Vivian Lam led the transaction.
Rodyk has acted for SGX-ST-listed Sinostar PEC Holdings Ltd in respect of the acquisition by wholly-owned subsidiary Dongming Hengchang Petrochemical Co Ltd of certain gas fractionation processing installation and related assets used by Dongming Runchang Petrochemical Co Ltd in its business of the downstream production and supply of petrochemical products, particularly processed liquefied petroleum gas and propylene, for RMB89.6 million (US$14.6m), and the sale and disposal by Dongming Hengchang of its entire legal and beneficial ownership of 51 percent of the equity interest and registered capital in Dongming Runchang, free from all charges, liens and other encumbrances, to PRC-incorporated Heze Long Ding Investment Ltd (HLDIL) and the assignment to HLDIL of an outstanding entrusted loan which had been extended by Dongming Hengchang to Dongming Runchang for RMB327.3 million (US$53.3m). Under Chapter 9 of the SGX-ST listing manual, the acquisition requires approval of the company’s independent shareholders. Under Rule 1014 of the Listing Manual, both transactions required approval of the company’s shareholders. Completion of the acquisition and disposal is inter-conditional upon the other. Corporate partner Chan Wan Hong led the transaction.
Rodyk has also acted for SEB Asset Management, part of the Skandinaviska Enskilda Banken Group (SEB), in respect of its acquisition from CBRE Global Investors Asia Holdings BV of its entire interest in Yongjin Holdings Pte Ltd, the registered proprietor of the S$172 million (US$136m) worth Anson House, a 13-storey office and commercial building in Singapore’s Central Business District. The acquisition of 100 percent equity of the special purpose vehicles holding the interest in the property was made jointly by two SEB entities. As part of the transaction, the firm also acted for the purchaser in the credit facilities of up to S$88.75 million (US$70.2m) taken by Yongjin Holdings from a Singapore branch of a foreign bank to refinance its existing loans and also assisted with the whitewash procedure required in relation to the refinancing. Real estate partner Norman Ho, corporate partner Jacqueline Loke and finance partner Doreen Sim led the transaction, supported by real estate partner Tan Shijie, corporate partners Terence Lin and Nadia Almenoar and finance partner Dawn Tong.
WongPartnership is acting for StarChase Motorsports (Singapore) Pte Ltd, a related company of the Samling group of companies, in respect of the acquisition of the automotive business of WBL Corp Ltd, which is 67.6 percent owned by SGX-ST-listed United Engineers Ltd, by way of the acquisition of the entire issued and paid up share capital in Wearnes Automotive Pte Ltd and Associated Motor Industries (Private) Ltd, and the acquisition of the assets relating to the automotive business of Rank PT O’Connor’s Co Ltd, the Thai subsidiary of WBL Corp Ltd, for approximately S$455 million (US$360m). Partners Mark Choy, Jason Chua, Carol Anne Tan, Jeffrey Lim and Miao Miao are leading the transaction.
WongPartnership has also acted for CitySpring Infrastructure Management Pte Ltd, in its capacity as trustee-manager of the CitySpring Infrastructure Trust, as borrower in respect of the refinancing of an existing S$142.34 million (US$112.6m) loan. Partners Christy Lim and Felix Lee led the transaction.