|Allen & Gledhill has advised ARA Trust Management (Suntec) Ltd as manager of Suntec REIT and Suntec REIT MTN Pte Ltd in respect of the establishment of a US$1.5 billion euro medium term note programme. The notes to be issued pursuant to the programme are unconditionally and irrevocably guaranteed by HSBC Institutional Trust Services (Singapore) Ltd in its capacity as trustee of Suntec REIT. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised SB REIT Management Pte Ltd, as manager of Soilbuild REIT, and Soilbuild Group Holdings Ltd, as sponsor, in respect of the issuance of approximately 586.5 million units representing undivided interests in Soilbuild REIT and the IPO and listing of Soilbuild REIT on the SGX-ST. The gross proceeds raised were approximately S$457.5 million (US$362.5m). Partners Jerry Koh, Long Pee Hua and Teh Hoe Yue led the transaction.
Allen & Overy has advised CPI International Minerals Co Ltd (CPIIM), a wholly-owned subsidiary of China Power Investment Corporation, in respect of the conclusion of the mining convention for CPIIM’s world-scale alumina project in the Republic of Guinea. The convention, which was signed in Conakry, the capital, on 6 September 2013, constitutes a cornerstone for the US$6 billion project which encompasses a bauxite mining operation with an annual target production volume of 4 million tones, a world class alumina refinery, and a range of associated infrastructure, including a dedicated deep water port and coal-fired power plant which will provide additional power to Conakry. Partners Matthias Voss and Alexandre Ancel, supported by partner Meredith Campion, led the transaction. The Government of Guinea was advised by King & Spalding and Mohamed Sidiki Sylla of Guinea firm Sylla & Partners.
Appleby has acted as Bermuda and British Virgin Islands counsel to Credit Suisse AG Singapore Branch in respect of its US$30 million secured loan facility to Golden Chance (Saigo) Ltd and its US$19.5 million subscription of non-listed warrants issued by Century Ginwa Retail Holdings Ltd, a company incorporated in Bermuda and listed on the HKSE. Golden Chance is a wholly owned subsidiary of Century Ginwa, which is primarily engaged in the operation of department stores, shopping malls and supermarkets in China. The proceeds of the loan are for general refinancing within the Century Ginwa group and for general working capital purposes, while the proceeds from the issue of the warrants will enable Century Ginwa to raise capital and broaden its shareholder base. Partner Jeffrey Kirk led the transaction whilst Allen & Overy advised as to Hong Kong law.
Appleby has also acted as Bermuda counsel to SGX-ST main board-listed Bermuda company Tsit Wing International in respect of a mandatory cash offer by Hero Valour Ltd to acquire the entire share capital of Tsit Wing, other than shares owned, controlled or agreed to be acquired by Hero Valour, at S$0.3075 (US$0.244) per share, with an aggregate worth of approximately S$65.48 million (US$52m). The offer was made by DBS Bank Ltd on behalf of Hero Valour, a BVI special purpose vehicle wholly owned by Tsit Wing’s chairman and chief executive officer Peter Wong, to be followed by a compulsory acquisition of shares under section 103 of the Bermuda Companies Act. Partner John Melia led the transaction whilst Harry Elias Partnership acted as Singapore counsel. Stamford Law Office acted as Singapore counsel to Hero Valour.
Azmi & Associates has acted for Malaysian Building Society Berhad, a subsidiary of the Malaysian largest pension fund EPF, in respect of an Islamic structured term financing facility of US$66.5 million for a university campus construction under the PFI initiative. Partners Ahmad Lutfi and Farhah Hayati led the transaction.
Azmi & Associates has also advised Ramdawi Sdn Bhd, Datuk Rameli Musa and Dato’ Dr Ab Wahab Ismail in respect of their conditional take-over offer to acquire the remaining ordinary shares in Ingress Corporation Berhad not already owned by them at an offer price of RM1.85 (US$0.57) per offer share. On 21 August 2013, they acquired Ingress following the completion of the bulk transfer for the remaining Ingress shares. The transaction was led by partners Serina Abdul Samad and Siti Zurina Sabarudin.
Clyde & Co is advising biotechnology company FibroGen in respect of its strategic collaboration with AstraZeneca to develop and commercialise FG-4592, a first-in-class oral compound in the late stages of development. Under the transaction, AstraZeneca will provide FibroGen with a committed upfront and subsequent non-contingent payments totalling US$350 million, as well as potential future development related milestone payments of up to US$465 million. Through this collaboration, FibroGen and AstraZeneca will undertake the extensive FG-4592 Phase III development program for the US, and with Phase III trials in China. The anticipated regulatory filings are expected in China in 2015 and the US in 2017. Once commercialised, FG-4592 will be used in the treatment of anaemia associated with chronic kidney disease and end-stage renal disease. Partner Michael Cripps is leading the transaction whilst Cooleys is advising on the US aspects of the collaboration.
Gadens has advised a consortium of private investors in respect of Wesfarmers Ltd’s A$304 million (US$284m) capital raising for its Bunnings business. The bond issue involved A$271 million (US$253m) senior bonds and A$33 million (US$30.8m) residual value notes linked to lease payments from a portfolio of 15 Bunnings Warehouse properties. Partners Paul Brown and John Grimble led the transaction. Herbert Smith Freehills acted for Wesfarmers Ltd whilst Lander & Rogers worked on the real estate aspects.
Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised PT EMP Energi Indonesia, a subsidiary of IDX listed PT Energi Mega Persada Tbk (Energi Mega), in respect of the sale and purchase agreement and ancillary documents for the divestment of a 10 percent stake in Masela PSC block (Abadi LNG project) to its existing partners, INPEX Masela Ltd (INPEX) and Shell Upstream Overseas Services (I) Ltd (Shell). Following completion of the divestment, INPEX will have a 65 percent stake in the Masela PSC block while Shell will hold the remaining 35 percent. Foreign legal consultant Norman Bissett led the transaction.
Hogan Lovells has closed on 6 September 2013 two block trade transactions for a combined value of over HK$2.4 billion (US$309.5m). In the first transaction, the firm advised UBS AG as the sole placing agent in respect of a placement of approximately 52.4 million new H-shares in Tong Ren Tang Technologies Co Ltd, raising approximately HK$1.2 billion (US$154.7m). Tong Ren Tang is a leading Chinese pharmaceutical company engaged in the production and distribution of Chinese medicines. In addition, the firm advised CLSA Ltd and CITIC Securities Corporate Finance (HK) Ltd as the joint placing agents in respect of a placement of 180 million existing shares in Xinyi Glass Holdings Ltd by the controlling shareholders, raising approximately HK$1.2 billion (US$154.7m), and the issue of 120 million new shares in Xinyi Glass to one of the selling controlling shareholders. Xinyi Glass is a leading Chinese glass company engaged in the production of float glass, automobile glass and construction glass products. Both Tong Ren Tang and Xinyi Glass are listed on the HKSE. The team advising on both transactions was led by partners Terence Lau and Thomas Tarala.
Khaitan & Co has advised Quest Diagnostics Inc in respect of the sale of Quest Diagnostics India Private Ltd’s HemoCue branded diagnostic kits import and distribution business to DHR Holding India Private Ltd, a subsidiary of Radiometer Aps, as a part of the transaction involving global acquisition by Radiometer Aps of Hemocue AB Sweden, subsidiary of Quest Diagnostics Inc USA, for US$300 million. Partner Rabindra Jhunjhunwala led the transaction with assistance from executive directors Daksha Baxi and Dinesh Agrawal.
Khaitan & Co has also advised Toshiba Corporation in respect of its acquisition of Vijai Electricals Ltd’s Hyderabad based power transformer, distribution transformer and switchgear businesses for approximately US$200 million. Toshiba Corporation is a Japanese multinational engineering and electronics conglomerate headquartered in Tokyo, Japan. Partners Ganesh Prasad and Aakash Choubey led the transaction with assistance from executive directors Daksha Baxi and Dinesh Agrawal and partners Sanjeev Kapoor and Avaantika Kakkar.
Maples and Calder has acted as Cayman Islands counsel in respect of the launch of Templeton Global Bond Fund Foreign Currency Series, a series trust of Citi Investment Trust (Cayman). The series trust was established by Citigroup First Investment Management Ltd as manager and CIBC Bank and Trust Company (Cayman) Ltd as trustee. The investment objective of the series trust is to maximise total investment return consisting of a combination of interest income, capital appreciation and currency gains. The series trust will seek to achieve this objective through investment mainly in a US$ denominated share class of Templeton Global Bond Fund, a sub-fund of Franklin Templeton Investment Funds. Partner Nick Harrold led the transaction whilst Japanese legal advice was provided by Mori Hamada & Matsumoto.
Norton Rose Fulbright has advised the Republic of Indonesia through Perusahaan Penerbit SBSN Indonesia III, a special purpose vehicle, in respect of the update and upsize of its global Islamic trust certificate programme and the issuance of US$1.5 billion trust certificates under the programme. The settlement date for the issuance is 17 September 2013. The transaction was the largest sukuk offering to date by the Republic and was offered outside the US pursuant to Regulation S of the US Securities Act 1933 and to qualified institutional buyers in the US pursuant to Rule 144A of the US Securities Act. The transaction was executed in line with the Republic of Indonesia’s funding roadmap for 2013 and its ongoing objective of promoting Islamic finance in Asia. Of counsel Ferzana Haq and partner Andrew Bleau led the transaction. The firm also acted as the listing agent of the certificates on the SGX and as counsel for Deutsche AG Singapore Branch, Citigroup Global Markets Inc and Standard Chartered Bank as the joint lead managers and The Bank of New York Mellon as the trustee of the programme and the issuance.
Paul Hastings has represented Tenwow International Holdings Ltd in respect of its US$203 million global offering and IPO on the Main Board of the HKSE. Deutsche Bank and HSBC were the joint global coordinators and joint sponsors of the offering whilst China International Capital Corporation, Deutsche Bank and HSBC were the joint book-runners and joint lead managers. Tenwow International is a leading packaged food and beverage producer and is one of the largest distributors of packaged food and beverages in China. Net proceeds from the offering will mainly be used to finance the capital expenditures required in connection with the company’s expansion of production capacity at its existing facilities and the construction of new production facilities in Chengdu, Sichuan, as well as to expand its distribution network into new regions such as northeast and southwest China. Partners Raymond Li, Sammy Li and Steven Winegar led the transaction whilst Appleby, led by partner Judy Lee, acted as Cayman counsel and Commerce and Finance Law Offices acted as PRC counsel. Simpson Thatcher & Bartlett advised the joint sponsors and underwriters as to Hong Kong and US law whilst Jingtian & Gongcheng advised as to PRC law.
Rajah & Tann is advising Sugih Energy Pte Ltd, a direct wholly-owned subsidiary of the Indonesia Stock Exchange-listed PT Sugih Energy Tbk, in respect of the voluntary conditional cash partial offer by PrimePartners Corporate Finance Pte Ltd, for and on behalf of Sugih Energy Pte Ltd, to acquire 51 percent of the issued ordinary shares in the capital of Ramba Energy Ltd. The offer will not be made unless and until certain pre-conditions are satisfied or waived. The main businesses of Ramba and its subsidiaries are oil and gas exploration and production in Indonesia and supply chain related logistic services in the region. The transaction was announced on 6 September 2013 and is still ongoing. Partners Chia Kim Huat and Teo Yi Jing are leading the transaction which was valued at approximately S$110 million (US$87m).
Rajah & Tann is also advising China Minzhong Food Corporation Ltd in respect of the mandatory conditional cash offer by UOB Kay Hian Private Ltd, for and on behalf of PT Indofood Sukses Makmur Tbk, for all the issued and paid-up ordinary shares in the capital of China Minzhong, other than those held by the company as treasury shares and those shares owned, controlled or agreed to be acquired, directly or indirectly, by UOB Kay Hian at the date of the offer. The offer was declared unconditional on 4 September 2013 and values the China Minzhong at S$734.1 million (US$581.7m). China Minzhong is a leading agricultural enterprise and is headquartered in Putian City, Fujian Province, the People’s Republic of China. Indonesia Stock Exchange-listed UOB Kay Hian’s business activities may be classified into four complementary strategic business groups, namely consumer branded products group; Bogasari group, which is primarily a producer of wheat flour and pasta; agribusiness group; and distribution group. Partners Chia Kim Huat and Soh Chai Lih are leading the transaction which was valued at approximately S$440 million (US$348.7m) and is still on-going.
Rodyk & Davidson has acted for Heeton Holdings Ltd in respect of its establishment of a S$300 million (US$237.7m) multicurrency debt issuance programme, under which Heeton Holdings may issue senior or subordinated perpetual securities in various amounts and tenors. The programme was solely arranged by DBS Bank whilst DBS Trustee Ltd has been appointed trustee of the holders of the notes. Corporate partner Valerie Ong, supported by partner Au Yong Hung Mun, led the transaction.
Rodyk & Davidson has also acted for I8 Investment Holding Co Pte Ltd in respect of its acquisition and leaseback of 50 Keong Saik Road (also known as Hotel 1929) worth S$35 million (US$27.7m). Partner Leong Pat Lynn led the transaction.
Shook Lin & Bok is acting for United Envirotech Ltd in respect of its proposed acquisition of Memstar Pte Ltd and certain assets from Memstar Technology Ltd for S$293.4 million (US$232.4m). Partners Wong Gang and Tan Wei Shyan led the transaction.
Stamford Law is advising KH Foges Pte Ltd, the Singapore-based subsidiary of Bombay-listed Readymade Steel India Ltd, a manufacturer of iron and steel products, in respect of the acquisition of PSL Engineering Pte Ltd and Rotary Piling Pte Ltd from Singapore-listed PSL Holdings Ltd for S$14.9 million (US$11.8m). Director Yap Wai Ming is leading the transaction.
Sullivan & Cromwell has advised in respect of the completion of the national security review by the Committee on Foreign Investment in the United States (CFIUS) of the proposed acquisition by Shuanghui International Holdings Ltd of Smithfield Foods Inc. Although the CFIUS process has concluded, the acquisition, which would be the largest acquisition of a US company by a Chinese investor to date, remains subject to other closing conditions, including approval of Smithfield shareholders. Shuanghui, a Hong Kong-based company that owns a variety of businesses in the food and logistics sectors, including a majority interest in China’s largest meat processor, entered into an agreement in May 2013 to acquire Smithfield, a Virginia-based company and the world’s largest hog producer and pork processor. The parties conditioned the closing of the transaction upon a CFIUS clearance and submitted their voluntary notice to CFIUS in June 2013.
Trilegal has advised Bombay Stock Exchange-listed Virinchi Technologies Ltd, an IT products and solutions company focusing on the financial services industry, in respect of its all-cash acquisition of a majority stake in Asclepius Consulting Private Ltd, a company focusing on IT products in the healthcare sector. Partner D Pavan Kumar led the transaction which was completed on 3 September 2013.
Watson, Farley & Williams has advised Bayerngas UK Ltd (BGUK) in respect of the acquisition by its subsidiary Bayerngas Europe Ltd of a 13 percent interest in the Babbage Field from Centrica Resources Ltd. Located in the UK Southern North Sea, the Babbage Field has been producing gas since 2010. BGUK is a wholly-owned subsidiary of Bayerngas Norge AS with upstream operations in Norway, Denmark and the UK. These include interests in five oil and gas fields, three fields under development and 61 exploration and production licenses. Completion remains subject to certain conditions, including regulatory approval, but the other partners will be E.ON (operator, 47 percent) and Dana Petroleum (E&P) Ltd (40 percent). Partner Chris Kilburn, with assistance from partner Richard Stephens, led the transaction.