Deals – 19 July 2012

Allen & Gledhill has also advised Keppel Telecommunications & Transportation Ltd in respect of its issue of S$500 million (US$397.46m) multicurrency medium term note programme under which the issuer may from time to time issue multicurrency medium term notes. United Overseas Bank Ltd has been appointed as arranger of the programme. Australia and New Zealand Banking Group Ltd, CIMB Bank Berhad, Citigroup Global Markets Singapore Pte Ltd, DBS Bank Ltd, Oversea-Chinese Banking Corporation Ltd, Standard Chartered Bank and United Overseas Bank Ltd have been appointed as dealers of the programme. Partner Margaret Chin led the transaction.

Allens has advised international trading house and mining company Mitsui & Co Ltd in respect of its 49.9 percent acquisition of National Plant & Equipment Pty Ltd. The deal, worth in excess of A$100 million (US$103.6m), will see Mitsui take a large stake in one of Australia’s leading suppliers of heavy machinery and earthmoving equipment to the mining and construction industries. Partner Steve Clifford led the transaction. Ashurst advised National Plant & Equipment Pty Ltd.

Allens, with Clayton Utz, has also advised Pacific Equity Partners (PEP) in respect of its successful bid for Nestle Australia’s Peters Ice Cream business. As well as acquiring the Peters Ice Cream brand and the business’s Mulgrave factory, PEP will become the owner of Peters’ several sub-brands, including Original, Light & Creamy, Billabong, Frosty Fruits and Monaco Bar. PEP will also acquire a long-term licence to market and sell in Australia certain global Nestlé ice cream brands, including Drumstick, Heaven, Maxibon, Skinny Cow and Milo Scoop Shake. Partners Philip Kapp and Jonathan Donald led the team at Clayton Utz while Tom Story and Mark Kidston were the lead Allens partners. King & Wood Mallesons acted for Nestle Australia whilst Ashursts acted for PEP’s banking syndicate.

Amarchand & Mangaldas has advised Tube Investments of India Ltd, a listed entity in the Chennai based Murugappa Group, in respect of its acquisition of the entire 44.12 percent promoter stake held by P Subramanian and persons acting in concert with him in Shanthi Gears Ltd. The acquisition triggered an open offer to be made by Tube Investments for the acquisition of 26 percent of the public shareholding in the company, in accordance with SEBI Regulations 2011. The public announcement was made on 13 July 2012. The promoter stake is approximately INR2.92 billion (US$52.74m) while the open offer would amount to INR1.72 billion (US$31m). Enam Securities Private Ltd acted as merchant bankers. The deal is expected to close by 8 October 2012. Partner Arjun Lall led the transaction.

Amarchand & Mangaldas has also advised Sindhu Cargo Services Ltd, a Bangalore based public unlisted company engaged in providing end-to-end logistic solutions in India, in respect of the investment by Japanese logistics solutions provider SG Holdings Co Ltd in Sindhu Cargo and its sister concern Sunlog Services Private Ltd. The transaction involved an aggregate investment of INR900 million (US$16.23m) in Sindhu Cargo and Sunlog Services for an aggregate stake of 40 percent in each of the entities. The investment is in two tranches – acquisition of 26 percent in the first tranche and 14 percent in the second tranche. The deal was signed on 25 June 2012, with first closing on 12 July 2012 and second closing expected by 31 August 2013. Partner Arjun Lall also led the transaction. Nishimura & Asahi advised SG Holdings Co Ltd.

Appleby has acted as Cayman counsel for Sheen Tai Holdings Group Company Ltd in respect of its listing on the HKSE on 13 July 2012 with gross proceeds of approximately HK$168 million (US$21.66m). The proceeds will be used for strategic acquisition, expansion of market share and for strengthening product development. Partner Judy Lee led the transaction whilst Loong & Yeung and Jingtian & Gongcheng advised as to Hong Kong and PRC law, respectively. Leung & Lau and Dacheng Law Offices advised Haitong International Capital Ltd as the sole sponsor as to Hong Kong and PRC law, respectively.

Appleby has also acted as Cayman counsel for Bolina Holding Co Ltd in respect of its listing on the HKSE by way of a global offering on 13 July 2012 with gross proceeds of approximately HK$451.5 million (US$58.21m). A majority of the proceeds will be used for construction of production facilities. Partner Judy Lee also led the transaction whilst Stephenson Harwood, Troutman Sanders and Jingtian & Gongcheng advised as to Hong Kong, US and PRC law, respectively. CCB International Capital Ltd, the sole sponsor for the listing, was advised by Herbert Smith as to Hong Kong and US law and Commerce & Finance Law Offices as to PRC law.

Baker & McKenzie has advised Cheung Kong (Holdings) Ltd and its wholly-owned subsidiary Cheung Kong Bond Securities (02) Ltd (CKBS) in respect of the issue and offering by CKBS of HK$1 billion (US$128.9m) 5.25 percent guaranteed senior perpetual securities which are denominated in Hong Kong dollars. The securities are guaranteed by Cheung Kong (Holdings) Ltd and are listed on the HKSE. The securities are perpetuals with no fixed redemption date. The coupon rate will be stepped up by one percent after five years. The securities carry coupon deferral features. DBS Bank Ltd acted as the sole lead manager and book-runner. Partner Andrew Lockhart led the transaction.

Clifford Chance has advised Inner Mongolia Yitai Coal Company Ltd in respect of its issuance of approximately 161.5 million H shares at US$5.54 each, raising approximately US$861.2 million. China International Capital Corporation Hong Kong Securities Ltd, BOCI Asia Ltd, ICBC International Capital Ltd, Merrill Lynch International, Merrill Lynch Far East, Credit Suisse (Hong Kong) Ltd, UBS AG Hong Kong Branch, BNP Paribas Capital (Asia Pacific) Ltd, China Merchants Securities (HK) Co Ltd and Macquarie Capital Securities Ltd acted as underwriters. Partner Tim Wang led the deal.

CMS Hasche Sigle has advised Cotesa GmbH in respect of the more than €20 million (US$24.54m) investment by HPE Holland Private Equity fund in a minority stake in the company. The transaction has already been completed. Cotesa makes high-performance components out of fibre-reinforced composite materials for the aviation and automotive industries. HPE specialises in growth finance for mid-sized technology companies in Western Europe. The objective of HPE’s investment in Cotesa is to strengthen the company’s position in the aviation market and accelerate its growth as an automotive supplier. Partner Stefan-Ulrich Müller led the transaction.

CMS Hasche Sigle has also advised German private investor Thomas Manns in respect of his acquisition of the business activities of three insolvent operational companies from an international bank consortium via Astra Rail Industries Srl, a newly established Romanian company which is one of the largest manufacturers of railway trucks in Europe. Partner Klaus Jäger led the transaction with Romanian partner firm Musat & Partners. Simmons & Simmons Netherlands, led by partner Christiaan Zijderveld, advised the bank consortium. PeliFilip, led by partner Alexandru Birsan, advised on Romanian law.

Davis Polk has advised BOCI Asia Ltd and Morgan Stanley & Co International plc as managers in respect of a Hong Kong law Regulation S-only offering by AVIC International Finance & Investment Ltd of its RMB1.5 billion (US$235.46m) 4.8 percent guaranteed bonds due 2015. The bonds are unconditionally and irrevocably guaranteed by AVIC International Holding Corporation. Approval from the PRC State Administration of Foreign Exchange has been obtained for the guarantees. The AVIC Group is a leading importer and exporter of civil aviation products and one of the largest aviation subcontractors in the PRC. Partner Paul Chow led the transaction. The AVIC group was advised by Linklaters as to Hong Kong law, Beijing Sunlight as to PRC law and Conyers Dill & Pearman as to BVI law. Jingtian & Gongcheng advised the managers as to PRC law.

Davis Polk has also advised China Yongda Automobiles Services Holdings Ltd (Yongda) in respect of its HK$1.67 billion (US$215m) IPO and listing on the HKSE. Yongda is a leading passenger vehicle retailer and comprehensive service provider in China and was the third largest dealership group in China in 2011. Partners Bonnie Y Chan, Antony Dapiran and James C Lin led the transaction whilst Walkers, led by partner Denise Wong, acted as Cayman Islands counsel. The underwriters on the transaction, UBS and HSBC as joint global coordinators and joint sponsors, with BOCOM International Securities Ltd as joint book-runners, were advised on Hong Kong and US law by Paul Hastings, led by partners Raymond Li, Sammy Li and Steven Winegar.

DLA Piper has advised Success Well Investments Ltd in respect of its acquisition of HK$199 million (US$25.66m) worth of shares in Tonic Industries Holdings Ltd, an investment holding company with subsidiaries engaged in the manufacture, processing and trading of consumer electronic products and related components. The firm advised on the acquisition of approximately 707.1 million sale shares in Tonic Industries from Skill China Ltd and the acquisition of approximately 42.7 million shares from Greatest Mark Ltd. Upon completion of the agreements on 7 May 2012, Success Well Investments owned approximately 70.18 percent of all share capital issued by the company, triggering a mandatory general offer. Tonic Industries became an indirectly owned subsidiary of CMPD, the ultimate holding company of Success Well Investments. CMPD is the real estate flagship of state-owned conglomerate China Merchants Group. Partner Jeffrey Mak led the transaction.

J Sagar Associates has recently advised Treves SA France in respect of entering into a joint venture with Banswara Syntex Ltd for a 50:50 equity participation in the manufacturing of automobile textile products. Partner Sandeep Mehta led the transaction.

Khaitan & Co has advised EPC Industrié Ltd in respect of its INR41.43 crores (US$7.5m) rights issue. EPC Industrié Ltd, a subsidiary of Mahindra and Mahindra, is in the business of manufacture and sale of micro irrigation system (MIS) and its components. Partner Vibhava Sawant acted on the transaction.

Khaitan & Co has also advised Axis Bank Ltd in respect of the INR128.80 crores (US$23.5m) term facility availed by Usher Agro Ltd for part financing of the capital expenditure requirements for setting up a rice milling plant at Chatta Kosi, Mathura in Uttar Pradesh, a pulse processing plant at Chatta Kosi, Mathura in Uttar Pradesh and a pulse flour mill. Partner Shishir Mehta acted on the transaction.

King & Wood Mallesons is acting for IOOF Holdings Ltd in respect of its proposed acquisition of Plan B Group Holdings Ltd. Under the proposed bid, IOOF will acquire all of the ordinary shares in Plan B at A$0.60 (US$0.62) per share via an agreed off-market takeover. Partners Joe Muraca and Peter Stirling are leading the transaction. Lavan Legal and TC Corporate are advising Plan B.

King & Wood Mallesons has also acted for Westpac Banking Corporation in respect of its approximately A$500 million (US$517.85m) offer of Westpac subordinated notes. The notes will be fully paid, registered, unsecured, subordinated debt obligations of Westpac. The offer is joint lead managed by ANZ Securities Ltd, Deutsche Bank AG Sydney Branch, JP Morgan Australia Ltd, UBS AG Australia Branch and Westpac Institutional Bank. Partners Greg Hammond, Philip Harvey, David Friedlander and Richard Snowden led the transaction. Freehills acted for the joint lead managers.

Majmudar & Partners has acted as Indian legal counsel to Axis Bank Ltd Singapore Branch in respect of a credit facility in which the bank extended a term loan of US$9 million to Pacifica Hotels (Bangalore Projects) Pvt Ltd for the setting up of a hotel complex. The transaction was led by partners Akil Hirani and Prashanth Sabeshan.

Maples and Calder has acted as Cayman Islands counsel to Credit Suisse Management (Cayman) Ltd in respect of the launch for qualified institutional investors only of Global REIT Alpha Fund, a series trust of Credit Suisse Universal Trust (Cayman) II. The investment objective of the fund is to provide unit-holders with exposure to the Global REIT Alpha Strategy through investment of all subscription proceeds received from the issue of units into a collateralised swap with Credit Suisse International as the counterparty. Partner Nick Harrold led the transaction.

Maples and Calder has also acted as Cayman Islands counsel to Silverman Holdings Ltd (Silverman) in respect of its IPO and listing on the HKSE of 160.58 million new shares. Dealings on Silverman shares commenced on 12 July 2012 and the offering raised approximately HK$177 million (US$22.82m). Silverman is one of the leading fabric manufacturers in the high-end home textile fabric industry in China. The proceeds are expected to be used for the expansion and upgrade of production facilities. Mizuho Securities Asia Ltd was the sole sponsor to the global offering. Partner Christine Chang led the transaction whilst Li & Partners and Jingtian & Gongcheng acted as Hong Kong and PRC legal advisers, respectively. Deacons and Global Law Office acted as Hong Kong and PRC counsel to the sponsor.

Norton Rose Group has advised PT Wampu Electric Power in respect of the development and project financing of a 45MW hydroelectric power project scheduled for completion in 2015 in North Sumatra, Indonesia. PT Wampu Electric Power is owned by Korea Midland Power Co Ltd, POSCO Engineering Co Ltd and Indonesia’s PT Mega Power Mandiri. With financing of more than US$130 million provided by Korea Eximbank and Sumitomo Mitsui Banking Corporation, power will ultimately be sold to Perusahaan Listrik Negara (PLN), the Indonesian state-owned power utility responsible for electricity distribution. Partner Stephen Begley and of counsel Laurie Pearson led the transaction.

Rajah & Tann has advised Swiss soft commodities wholesale merchant ECOM AgroIndustrial Corp Ltd as a vendor shareholder in respect of JB Foods Ltd’s (JB Foods) S$30 million (US$23.84m) public invitation and listing on the SGX-ST. The invitation closes today: 19 July 2012 and shares in JB Foods will commence trading on 23 July 2012. Immediately post-invitation, JB Foods will have a market capitalisation of S$120 million (US$95.37m). Partners Chia Kim Huat and Danny Lim led the transaction. ATMD Bird & Bird acted for JB Foods whilst Chee Siah Le Kee & Partners advised on Malaysian Law. Shook Lin & Bok advised AmFraser Securities and Canaccord Genuity Singapore as the joint issue managers, underwriters and placement agents.

Rodyk & Davidson has acted for Balda Investments Singapore Pte Ltd, a subsidiary of Frankfurt Stock Exchange listed Balda AG, in respect of the sale of its substantial shareholding in Taiwan Stock Exchange listed TPK Holding Co Ltd. The transaction took place over two tranches and is worth €388 million (US$476.2m). Partner S Sivanesan led the deal.

Rodyk & Davidson has also acted in respect of the sale of 17 apartments at the completed freehold project 8 Napier by way of share purchase in the company which owns the apartments. The apartments are valued at approximately S$100 million (US$79.47m). The 17 units being sold are part of an original 19-unit acquisition purchased by way of share purchase in late 2007 in which the firm also acted. The two remaining units were sold earlier. Partners Gerald Singham and Norman Ho, supported by partner Terence Yeo, led the transaction.

Shook Lin & Bok has acted for HSBC Institutional Trust Services (Singapore ) Ltd, the trustee of Cache Logistics Trust (CLT), in respect of the acquisition of Pandan Logistics Hub from CWT Ltd for S$66 million (US$51.46m). The acquisition and subsequent leaseback of Pandan Logistics Hub constituted an interested person transaction under Chapter 9 of the Listing Manual and an interested party transaction under the Property Funds Appendix. The firm also advised the trustee on CLT’s S$375 million (US$298m) term and revolving loan facilities in connection with the refinancing of its existing credit facilities as well as to finance the acquisition. Partners Tan Woon Hum and Andrea Ng advised on the transaction.

Simmons & Simmons has advised China Asset Management (Hong Kong) Ltd in respect of the formation, SFC authorisation and HKSE listing of ChinaAMC CSI 300 Index ETF, the world’s first renminbi qualified foreign institutional investor (RQFII) A-Share exchange traded fund (ETF). The ETF was authorised by the Securities and Futures Commission on 29 June 2012 and was listed on the HKSE on 17 July 2012. China Asset Management (Hong Kong) Ltd is the largest and one of the first nationwide fund management companies in China. The ChinaAMC CSI 300 Index ETF seeks to track the performance of an A-Share index by channelling Renminbi (CNH) raised outside mainland China to invest directly in a portfolio of A-Shares, which replicates the performance of the underlying A-Share index. This RQFII fund broadens the range of increasingly popular Renminbi investment products in Hong Kong, offering Hong Kong investors an alternative channel to invest in the A-Share market. Partner Rolfe Hayden led the transaction.

Squire Sanders has advised AP Marshal Investments Pty Ltd and Canute Investments Ltd in respect of the A$22.75 million (US$23.57m) purchase of the Carramar Village Shopping Centre in Perth from Peet Ltd and the financing of the acquisition by BankWest. Partner Michael Henderson advised on the acquisition and partner John Poulsen advised on the financing.

Sullivan & Cromwell is advising French entrepreneur Vincent Bollore, as 26 percent shareholder in Aegis, in respect of the proposed takeover of Aegis Group plc by Japanese media group Dentsu Inc which was announced on 12 July 2012. The deal values Aegis at £3.164 billion (US$4.95b) and offers Dentsu a new strategic platform in Europe in an industry in which it is already a successful participant in Asia. Dominique Bompoint and Tim Emmerson led the transaction. Roland Turnhill of Slaughter and May advised Aegis.

Sullivan & Cromwell is also representing The Goldman Sachs Group Inc in respect of its US$550 million sale of Goldman Sachs Administration Services (GSAS) to State Street Corporation. Partners Mitchell Eitel, Brian Hamilton, Matthew Friestedt and Andrew Mason led the transaction which was announced on 17 July 2012.

Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has advised Sime Darby Berhad in respect of its joint venture to acquire Battersea Power Station, the iconic 39-acre site situated on the south bank of the River Thames in London. Sime Darby entered into a JV with the subsidiaries of SP Setia Berhad and the Employees’ Provident Fund Board. The JV incorporated in Jersey, Channel Islands was used as the primary vehicle to acquire Battersea Power Station for £400 million (US$620m). Partner Brian Chia led the transaction.

WongPartnership has acted for SBS Transit Ltd and SMRT Buses Ltd in respect of the proposed S$1.1 billion (US$873.63m) financing to be granted by the Land Transport Authority under the Bus Service Enhancement Programme for the improvement of bus transport services in Singapore. Partner Susan Wong led the transaction.

WongPartnership has also acted for Surbana Corporation in respect of a joint venture agreement with Japan’s largest listed real estate company Mitsubishi Estate Co Ltd to jointly develop a residential site in Chengdu, PRC. Pursuant to the JV, Mitsubishi Estate Co Ltd will subscribe for 30 percent of the shares in Surbana International Investment (Chengdu) II Pte Ltd, the entity incorporated by Surbana Township Development Fund II Pte Ltd, for the purpose of developing the residential site in Chengdu. Partner Ong Sin Wei led the transaction.

ZUL RAFIQUE & Partners has advised EXIM Bank in respect of a US$1.5 billion multicurrency medium term note programme to finance its general corporate purposes. A 5.5-year fixed rate notes of US$500 million was issued on June 2012 pursuant to the programme. Nomura international plc, BNP Paribas Hong Kong Branch, CIMB Bank (L) Ltd and Maybank Investment Bank Berhad acted as the arrangers. This is an inaugural international bond offering by the bank which has been rated “A-” and “A3” by Fitch Ratings and Moody’s Investors Service, respectively. Partner Loh Mei Mei led the transaction whilst Clifford Chance acted as English counsel. Wong & Partners and Linklaters Singapore advised the arrangers.