Deals – 18 June 2009

Allen & Gledhill has acted as listing agent and Singapore counsel to The Hongkong Land Treasury Services (Singapore) Pte Ltd (HKLTS) in respect of the US$3 billion Guaranteed Medium Term Note Programme established by The Hongkong Land Notes Company Limited, The Hongkong Land Finance (Cayman Islands) Company Limited and HKLTS. The programme is unconditionally and irrevocably guaranteed by The Hongkong Land Company Limited. Standard Chartered Bank (Hong Kong) Limited and The Hongkong and Shanghai Banking Corporation Limited have acted as arrangers. Partners Tan Tze Gay and Glenn Foo were involved in the transaction.

Allens Arthur Robinson has acted for Hutchison in the merger of its Australian telecommunications business with Vodafone. After receiving clearance from the ACCC last week, the deal was completed on 10 June 2009 and has created a 50/50 joint venture, named Vodafone Hutchison Australia Pty Limited, which will be the Australia’s third largest mobile operator. The firm advised on Corporate, Integration Strategy and Competition matters, with partners Fiona Crosbie, Victoria Poole, Andrew Finch and Peter James involved. Corrs Chambers Westgarth and Clayton Utz acted for Vodafone.

Allens Arthur Robinson has also represented international integrated property group Goodman Group, in respect of its formation of a partnership with China Investment Corporation (CIC). Under the terms of the partnership, which was announced on 16 June 2009, CIC will commit A$200 million (approx US$159.2m) to a finance facility alongside Macquarie Bank, which takes the overall finance facility to A$485 million (approx US$386m). Subject to security holder approval, the Goodman Group will also issue 255.3 million options over Goodman stapled securities to the facility providers. Partners Stuart McCulloch and Nicky Andrews led the advisory team to the Goodman Group, whilst partners Alex Ding and Richard Gordon advised Macquarie Bank. Freehills acted for CIC.

AZB & Partners has advised the United Stock Exchange on its acquisition of a 10 percent stake in the International Multi Commodities Exchange (IMCE). The deal was jointly promoted by Indiabulls and MMTC at a consideration of INR10 billion (approx US$207.8m), with guidelines issues by the Forward Market Commission requiring Indiabulls to dilute its stake in IMCE to 40 percent. The firm’s team was led by Rajendra Barot.

Baker & McKenzie has acted for The Link Real Estate Investment Trust (The Link REIT) on two significant financing transactions: the establishment of a US$1 billion guaranteed euro medium-term note programme (the MTNP) and a HK$3 billion (approx US$387m) club loan facility. The MTNP was issued by The Link Finance (Cayman) 2009 Limited and guaranteed by The Link Holdings Limited, The Link Properties Limited and HSBC Institutional Trust Services (Asia) Limited (in its capacity as trustee of The Link REIT). The Link REIT signed the club loan facility with a consortium of banks, with The Link Finance Limited as borrower, and The Link Holdings Limited, The Link Properties Limited and HSBC Institutional Trust Services (Asia) Limited (in its capacity as trustee of The Link REIT) as guarantors. The transactions were led by the firm’s co-leader of its Asia-Pacific REIT practice, Milton Cheng, and banking and finance partner Brian Barron.

Baker & McKenzie has also represented China Minmetals Non-Ferrous Metals Co Ltd in respect of the company’s acquisition of the majority of assets of the OZ Minerals Group. The deal, viewed as a groundbreaking investment in Australia by a Chinese company, was originally structured to include the acquisition of 100 percent of OZ Minerals but had to be restructured following the Australian Government’s objection to the acquisition of the Prominent Hill mine in the Woomera Prohibited Area. The transaction, which has now proceeded following approval from OZ Minerals shareholders, is valued at US$1.386 billion. Nick Terry, Justin Shmith, Graeme Harris, Lizzie Knight and Clare Corke were all involved in advising on the transaction. Freehills acted as counsel to OZ Minerals.

Davis Polk & Wardwell has advised a syndicate of underwriters, co-led by Credit Suisse Securities (Canada) Inc and Dundee Securities Corporation, to the secondary offering of more than 34 million common shares in Sino-Forest Corporation, one of the largest foreign-owned commercial tree plantation operators in the PRC. Valued at CD$380 million (approx US$346.6m), the offering consisted of a public offering in Canada and Rule 144A and Regulation S offerings in the US and other jurisdictions. Hong Kong-based partner William F. Barron and London-based partner John D. Paton advised on the transaction.

Kim & Chang has advised Eco Energy Holdings Co Ltd (EEH), a listed South Korea-based alternative energy development company, on its acquisition of a controlling stake in Eco Energy Co Ltd, an unlisted landfill gas plant operator. In addition to its existing 16.6 percent of the outstanding common shares in Eco Energy, EEH purchased an additional 53.4 percent interest under the terms of the acquisition from Korea Infrastructure Fund, increasing its total shareholding to 70 percent. Key partners advising on the transaction were S.Y. Park, Y.K. Cho and T.G. Roh.

Luthra & Luthra Law Offices has advised India’s largest private iron ore exporter Sesa Goa Limited on its direct and indirect acquisition of the mining assets of the Goa-based Dempo Group. The deal was valued at approximately US$368 million. The acquisition involved a 100 percent equity stake in VS Dempo & Co Pvt Ltd, which in turn holds 100 percent of the equity shares of Dempo Mining Corporation Pvt Ltd and a 50 percent stake in Goa Maritime Pvt Ltd.

Mallesons Stephan Jaques has acted for the underwriters, UBS and RBS, on Asciano’s A$2 billion (approx US$1.59b) rights issue. The equity raising comprised of a 1-for-1 underwritten accelerated non-renounceable pro-rata entitlement offer to existing securityholders valued at approximately A$769 million, a A$231 million underwritten unconditional placement to professional and sophisticated investors, a A$1 billion placement to professional and sophisticated investors (conditional on shareholder approval) and a A$151 million non-underwritten conditional placement to professional and sophisticated investors (conditional on shareholder approval). Partners Peter Cook, David Friedlander and Meredith Paynter led the transaction.

Mallesons Stephen Jaques has also acted as Hong Kong legal advisers to the joint sponsors (Credit Suisse (Hong Kong) Limited and Somerley Limited), joint global coordinators (Credit Suisse (Hong Kong) Limited, BOCI Asia Limited and Macquarie Capital Securities Limited) and underwriters in relation to Lumena Resources Corp’s initial public offering (IPO). In terms of production capacity, Lumena is the second largest thenardite producer in the world. Listed on the Main Board of the Hong Kong Stock Exchange, the IPO raised HK$1.15 billion (US$149 million). The firm’s team was led by M&A partner Dieter Yih.

Shearman & Sterling LLP has represented global, multi-stage investment firm Norwest Venture Partners in its acquisition of a 2.11 percent stake in India’s National Stock Exchange (NSE) from IL&FS Securities Services Limited for approximately R250 crore (approx US$50.5m). The deal values the NSE at approximately R12,000 crore (approx US$2.55b). The National Stock Exchange is India’s largest exchange and ranks third globally by number of trades in the equities market. Hong Kong-based partner Paul Strecker led the firm’s team.

Stamford Law has acted as the legal advisor of Japan Residential Asset Manager Limited (the Manager of Saizen REIT) in relation to the Rights cum Warrants Issue of Saizen REIT, which involved an issuance of up to about 497 million new units of Saizen REIT (rights) with up to about 497 million free and detachable Warrants. The issue was fully subscribed for and raised gross proceeds of S$44.75 million (approx US$30.7m). In the event that all the Warrants are exercised, there will be further gross proceeds of approximately S$44.75 million. Director Ng Joo Khin led the transaction.

Stamford Law has advised PT Jasapower Indonesia, the investment subsidiary of PT Adaro Energy Tbk, on its acquisition of a 74.16 percent interest in Orchard Maritime Logistics Pte Ltd, a provider of coal barging services. The acquisition was valued at US$78.55 million. Director Yap Wai Ming led the transaction.

In addition, Stamford Law has advised Surbana Land Pte Ltd on its joint venture with SembCorp Industrial Parks Ltd and Yanlord Land Pte Ltd to form investment holding company Singapore Intelligent Eco Island Development Pte Ltd. Pursuant to the terms of the joint venture agreement, valued at USD$99 million, the newly formed company will invest in a property development project in Nanjing in the PRC. The advisory team was led by director Susan Kong.

Furthermore, Stamford Law has represented Intertek Group plc, a leading provider of quality and safety solutions, on its US$26.5 million acquisition of the WISco group of companies. Director Bernard Lui led the transaction.

Finally, Stamford Law has advised integrated support and marine services provider Ezra Holdings Limited in respect of its capital raising, which raised gross proceeds of S$92.43 million (US$63.95 million) despite the depressed values of offshore oil and gas assets around the world. The company raised the funds through a placement of 78 million new ordinary shares with Credit Suisse (Singapore) Limited, who acted as placement agent, and through a share lending arrangement with some of the company’s substantial shareholders. Director Bernard Lui led the transaction.

White & Case LLP has advised Greentown China Holdings Ltd, a luxury residential properties developer in China, in respect of the cash tender offer and consent solicitation for its US$400 million issue of 9.00 percent senior notes due 2013. While other China-based companies have sought to undertake tender offers and consent solicitations in recent months, Greentown is the first to secure the overwhelming support of investors. The firm’s team was led by Hong Kong-based partner Anna-Marie Slot, who was assisted by partners Steve Payne (Beijing) and Jeremy Leifer (Hong Kong).

White & Case LLP has also acted as sole international counsel to the Rajawali Group, a leading regional investment group based in Indonesia, on its sale of approximately a 56 percent stake in PT Bentoel Internasional Investama Tbk, Indonesia’s fourth largest cigarette maker, to British American Tobacco plc. The sale was valued at approximately US$326 million. William Kirschner of the firm’s Singapore office advised on the transaction, in addition to Hong-Kong based partners Barrye Wall and Jeremy Leifer and London-based Greg Stonefield.

Wong Partnership LLP has acted for CRL Realty Pte Ltd, a wholly-owned subsidiary of CapitaLand Limited, in the acquisition of the 100,000 shares held by a private fund (the vendor) in Ankerite Pte Ltd, as well as all of the shareholders’ loans extended by the vendor to Ankerite. Partner Karen Wee led the transaction.

WongPartnership LLP has also represented Swiber Holdings Limited in the placement of 84 million new ordinary shares, which are estimated to raise gross proceeds of approximately S$73.9 million (approx US$50.7m). Partners Raymond Tong and Tok Boon Sheng led the transaction.