Deals – 2 July 2014

Allen & Overy has also advised Bank of America Merrill Lynch, Credit Suisse, HSBC and JP Morgan as joint book-runners in respect of PTT Exploration and Production Public Company Ltd’s (PTTEP) corporate hybrid bond issuance, in what is reported to be the first US$ hybrid issuance by a Thai corporate since 2006. The US$1 billion subordinated perpetual capital securities were offered in a combined Rule 144A/Regulation S transaction to institutional investors internationally. PTTEP is Thailand’s largest exploration and production company of oil and natural gas and is the third largest publicly-listed company on the Stock Exchange of Thailand. Hong Kong-based capital markets partner Alex Stathopoulos and John Lee, with Bangkok corporate and capital markets partner Suparerk Auychai, led the transaction.

Allens has advised Wesfarmers in respect of the sale of its insurance broking and premium funding business to US-based risk management and broking company Arthur J Gallagher & Co for just over A$1.01 billion (US$951.8m). The Wesfarmers insurance broking business included OAMPS Insurance Brokers in Australia, OAMPS UK Group in the UK and Crombie Lockwood in New Zealand. The premium funding business included Lumley Finance in Australia and Monument Premium Funding in New Zealand. The matter also saw the insurance broking business enter into a secured A$220 million (US$188.5m) multi-currency debt facility. The deal, which was completed on 16 June 2014, was one of the largest trade sales in the Australian market over the past 12 months. Partners Tom Story, Andrew Pascoe, Julian Donnan, Rob Pick and Ben Farnsworth led the transaction whilst Russell McVeagh and CMS Cameron McKenna acted as New Zealand and UK counsels, respectively. Clayton Utz acted as Australian counsel for Arthur J Gallagher & Co. Herbert Smith Freehills and Bell Gully acted as Australian and New Zealand counsels, respectively, for the banks.

Appleby has acted as Cayman counsel for Earthasia International Holdings Ltd in respect of its listing on the Main Board of the HKSE on 25 June 2014, with gross proceeds of approximately HK$120 million (US$15.48m). Earthasia provides landscape architecture service, predominantly in the PRC and Hong Kong. The company will use the majority of the net proceeds to expand the scope of its services and to establish new regional offices in the PRC. Judy Lee, a corporate partner in the Hong Kong office, led the transaction whilst Hastings & Co advised as to Hong Kong law, King & Wood Mallesons and Angara Abello Concepcion Regala & Cruz advised as to PRC and Philippines laws, respectively. Pang & Co, in association with Loeb & Loeb, advised the underwriters as to Hong Kong law whilst Jingtian & Gongcheng advised as to PRC law.

Appleby has also acted as Cayman counsel for Cosmo Lady (China) Holdings Ltd in respect of its listing on the Main Board of the HKSE on 26 June 2014, with gross proceeds of approximately HK$1.56 billion (US$201.26m). Cosmo Lady will use majority of the net proceeds for expansion of its retail network, as well as establishment of three logistics centers in Dongguan, Tianjin and Chongqing in China. Cosmo Lady was the largest branded intimate wear enterprise in China in terms of both total retail sales and the number of retail outlets in 2013. Morgan Stanley Asia Ltd and China International Capital Corp Hong Kong Securities Ltd were the sponsors and underwriters to Cosmo Lady. Judy Lee, corporate partner in the Hong Kong office, also led the transaction whilst Simpson Thacher & Bartlett advised as to Hong Kong and US laws and Jingtian & Gongcheng advised as to PRC law. Cleary Gottlieb Steen & Hamilton advised the underwriters as to Hong Kong and US laws whilst Commerce & Finance Law Offices advised as to PRC law.

AZB & Partners has advised Tata Steel Ltd and L&T Infrastructure Development Projects Ltd in respect of the sale of 100 percent stake in the Dhamra Port Company Ltd to Adani Ports and Special Economic Zone Ltd for an enterprise value of approximately INR55 billion (US$916.36m). Partner Shameek Chaudhuri led the transaction which was completed on 23 June 2014.

AZB & Partners has also advised Intel Capital (Mauritius) Ltd, a foreign venture capital investor registered with the Securities and Exchange Board of India, in respect of its acquisition of 8.28 percent share on a fully diluted basis of Vizury Interactive Solutions Private Ltd, a company duly organized and existing under the laws of India engaged in providing customized advertising services, including tracking the browsing pattern of end users of the customers and providing re-targeting services. Partner Gautam Saha led the transaction which was completed on 5 June 2014.

Baker & McKenzie is advising Wheelock Properties Ltd in respect of its landmark HK$5.42 billion (US$699.9m) sale of the East Tower at One Bay East, Kowloon East to leading global banking and financial corporation Citi. The deal marks the largest single office tower sale and purchase transaction in Hong Kong to date. Developed by Wheelock, One Bay East at 83 Hoi Bun Road, Kowloon East is a new premium grade-A office twin tower development with 21-storeys and a total gross floor area of 1,025,000 sq ft. The development is expected to be completed by the end of 2015. Wheelock Properties is a wholly-owned unit of HKSE-listed Wheelock and Company Ltd. Hong Kong-based property partner and head of Greater China real estate Edmond Chan led the transaction. Maples and Calder, led by partner Jenny Nip, also advised Wheelock Properties. Cordells acted as Hong Kong counsel for Citi.

Baker & McKenzie has also advised Pacifico Energy KK in respect of the ¥10.98 billion (US$108.27m) non-recourse project financing of its 32 MW solar power generation facility in Kumenan City, Okayama Prefecture, Japan. The loans were provided by The Bank of Tokyo-Mitsubishi UFJ Ltd and The Chugoku Bank Ltd. This non-recourse project financing for a foreign sponsor is a key development in Japan’s growing renewable energy sector, which has seen a burst of solar project activity by both Japanese and foreign companies since Japan’s solar feed-in tariff scheme was introduced in 2012. GE Energy Financial Services has also invested in the project. Partner Gavin Raftery led the transaction.

Cheung & Lee, in association with Locke Lord (HK), has represented Manureen Holdings Ltd in respect of its acquisition of the controlling interests of HKSE-listed Cheong Ming Investments Ltd for HK$236.83 million (US$30.56m). The deal, which closed on 20 June 2014, has triggered a mandatory unconditional general offer obligation on Manureen Holdings for acquiring all the shares not already owned by itself and parties acting in concert with it. Hong Kong partner Wing Cheung led the transaction. Michael Li & Co represented Cheong Ming Investments.

Cheung & Lee, in association with Locke Lord (HK), has also advised Quam Capital Ltd as the sponsor and underwriting syndicates led by Quam Securities Company Ltd in respect of the Main Board global offering and listing of Hanbo Enterprises Holdings Ltd. The offering is expected to raise up to HK$74.4 million. Hanbo Enterprises, a provider of apparel supply chain management services, is expected to be listed on the Main Board of the HKSE on 11 July 2014. Partner Alfred Lee led the transaction. Pinset Masons advised Hanbo Enterprises as to Hong Kong law.

Clifford Chance has advised OCP Asia and FTI Consulting in respect of the resolution of the receivership of Aston Metals Group, a group of companies formally owned by Nathan Tinkler. Aston Metals Ltd (and its subsidiary, Aston Metals (QLD) Ltd) was placed in receivership on 30 August 2013 and subsequently into a parallel administration. The receivership of Aston Metals (QLD) Ltd came to an end on 17 June 2014 as a result of a multi-party financing, asset sale and recapitalisation of the company. The firm advised FTI Consulting, as receivers and managers of Aston Metals Ltd, on the sale of Aston Metal (QLD) Ltd, including the exploration rights to the Walford Creek and Mt Isa tenements in Queensland, to Australia’s Aeon Metals Ltd, and it also advised OCP Asia on the arrangement and subscription for a A$20 million (US$18.85m) secured limited recourse note, A$10 million (US$9.4m) of warrants and 48 million shares in Aeon Metals Ltd. Partners Scott Bache and Lance Sacks led the transaction.

Clifford Chance has also advised PTT Exploration and Production Public Company Ltd (PTTEP) in respect of its US$1 billion 144A/Reg S subordinated perpetual capital securities offering, the first Thai corporate issue in the US dollar hybrid securities market. Bank of America Merrill Lynch, Credit Suisse, HSBC and JPMorgan were joint book-runners. PTTEP is Thailand’s largest exploration and production company of oil and natural gas and is the third largest publicly-listed company on the Stock Exchange of Thailand. PTTEP operates more than 40 projects around the world. Partner Crawford Brickley, Asia Pacific head of capital markets, led the transaction with support in Hong Kong from partner Matt Fairclough.

Colin Ng & Partners has acted as Singapore counsel for a proposed US$ 200 million medical sector focussed fund with China as the country focus. Structured as a limited partnership, the fund will invest in hospitals, clinics and medical technology for deployment in China. The fund is offered to high net worth individuals and corporations. Partner Bill Jamieson led the transaction.

Davis Polk has advised the initial purchasers, composed of Citigroup Global Markets Inc, Goldman Sachs (Asia) LLC, BOCI Asia Ltd, DBS Bank Ltd and Standard Chartered Bank, in respect of the US$1 billion Regulation S offering by Sinopec Group Overseas Development Ltd, a wholly-owned subsidiary of China Petrochemical Corp, of its US$300 million 1.75 percent senior notes due 2017, US$400 million 4.375 percent senior notes due 2024 and US$300 million senior floating-rate notes due 2017. The notes are to be consolidated and form a single class of notes with the US$1.25 billion 1.75 percent senior notes due 2017, US$1 billion 4.375 percent senior notes due 2024 and US$1.5 billion senior floating-rate notes due 2017 issued on 10 April 2014, respectively. China Petrochemical is the largest integrated petroleum and petrochemical company in China and one of the largest in the world in terms of operating revenue. Partner Eugene C. Gregor led the transaction. China Petrochemical Corp was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, by Haiwen & Partners as to PRC law and by Conyers Dill & Pearman as to BVI law.

Davis Polk is also advising Tencent Holdings Ltd in respect of its strategic partnership with 58.com Inc. Tencent will subscribe to Class A and Class B ordinary shares of 58.com. Concurrently with the subscription, 58.com will repurchase certain ordinary shares from certain of its existing shareholders. Upon completion of this transaction, Tencent will own 19.9 percent of the total outstanding share capital of 58.com on a fully diluted basis. Tencent and 58.com will also carry out business cooperation in the online classifieds market in China. Founded in 1998, Tencent is one of China’s largest and most widely used internet service portals. 58.com operates China’s largest online marketplace serving local merchants and consumers. Partners Miranda So and Kirtee Kapoor led the transaction. Skadden, Arps, Slate, Meagher & Flom is advising 58.com.

Deacons has advised Hung Fook Tong Group Holdings Ltd in respect of its Main Board IPO on the HKSE which launched on 23 June 2014 and is expected to raise up to HK$205.4 million (US$26.5m), subject to the exercise of over-allotment option. Hung Fook Tong produces and sells Chinese herbal drinks and other drink products, Chinese-style soups and tortoise herbal jelly under its award-winning Hung Fook Tong brand. With a market share of 34.4 percent, it was the top retailer of Chinese herbal drinks, soups and tortoise herbal jelly in Hong Kong in 2013, in terms of revenue and number of retail shops. Hung Fook Tong is expected to be listed on the Main Board of the HKSE on 4 July 2014. Ronny Chow, head of the corporate finance practice group, led the transaction. Crosby Securities Ltd, the sole sponsor and sole global coordinator, was advised by Paul Hastings.

Khaitan & Co have acted as the domestic advisors to Goldman Sachs (India) Securities Private Ltd and Citigroup Global Markets India Private Ltd as the selling brokers in respect of the offer for sale through stock exchange mechanism by Larsen & Toubro Ltd (L&T) of part of its holding in L&T Finance Holding Ltd for approximately US$35 million. This was the second OFS undertaken by L&T in this financial year to come in compliance with the minimum public shareholding requirement mandated by SEBI and Listing Agreement. Executive Director Sudhir Bassi led the transaction.

Khaitan & Co has also advised Punjab National Bank, the lead lender as part of a consortium of banks, in respect of an export credit guarantee facility granted to ABG Cement Ltd in relation to their export obligations towards an overseas buyer for a total consideration of approximately US$56 million. Associate partner Kumar Saurabh Singh led the transaction.

Kirkland & Ellis is representing Jefferies Hong Kong Ltd and China International Capital Corp Hong Kong Securities Ltd as joint book-runners in respect of the IPO on the HKSE of Ourgame International Holdings Ltd, a leading online card and board game developer and operator in China which attracts approximately 20 million monthly active users. The global offering is priced at up to US$121 million, before any exercise of the over-allotment option. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Stephanie Lau and Stephanie Tang are leading the transaction.

Kirkland & Ellis is also representing Tian Ge Interactive Holdings Ltd, China’s largest social video platform which is partially owned by Sina Corp, in respect of its IPO on the HKSE. UBS AG and China International Capital Corp are joint sponsors on the listing. The global offering is priced at up to US$208 million, before any exercise of the over-allotment option. The listing is scheduled to take place on 9 July 2014. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su and Henry Cheng are leading the transaction.

Latham & Watkins has advised Emirates Telecommunications Corp (Etisalat), the leading telecommunications services provider in the UAE, in respect of its debut issuance of US$4.3 billion notes, the Middle East region’s largest ever corporate issuance. The issuance comprised four tranches, consisting of US dollar and euro issuances, with maturities ranging from five to 12 years and unprecedentedly low pricing. The proceeds were utilised by Etisalat to refinance a bridge facility used to fund its €4.2 billion (US$5.7b) purchase of a majority stake in Morocco’s Maroc Telecom from France’s Vivendi. Deutsche Bank, Goldman Sachs, HSBC and RBS acted as the lead managers for the issuance. The notes were offered to investors internationally outside the US pursuant to Regulation S of the US Securities Act of 1933. Partners Nomaan Raja and Andrew Tarbuck led the transaction.

Latham & Watkins has also advised Metro Power Company, Infraco Asia and the other shareholders in respect of the US$131.5 million project financing of a 50-MW wind power project in Jhimpir, Sindh Province, Pakistan. The wind power project will help meet the rising electricity demand in Pakistan and provide an extra 270,000 people with environmentally friendly power every year. The project is being financed by Eco Trade and Development Bank, the International Finance Corp, National Bank of Pakistan and United Bank. Singapore partner Stephen McWilliams led the transaction.

Maples and Calder has acted as Cayman Islands legal counsel to Baidu Inc in respect of its issue of US$1 billion 2.75 percent notes due 2019. The notes are expected to be listed on the SGX. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell acted as US counsel to Goldman Sachs and JP Morgan Securities as the joint book-runners and joint lead managers.

Maples and Calder has also acted as Cayman Islands counsel to Alibaba Group Holding Ltd in respect of its acquisition of the remaining shares of mobile web browser developer UCWeb Inc. Partner Greg Knowles led the transaction whilst Simpson Thacher & Bartlett acted as US counsel. Skadden, Arps, Slate, Meagher & Flom acted as US counsel for UCWeb Inc.

Paul Hastings has represented China Vanke Co Ltd in respect of the conversion of its B-shares with a total market value of approximately HK$16.3 billion (US$2.1b) into H-shares and listing the H-shares on the Main Board of the HKSE by way of introduction. CITIC Securities Corporate Finance (HK) Ltd acted as the sole sponsor. China Vanke is a leading residential property developer in China, primarily focussed on the development, sales and management of quality residential properties. Raymond Li, partner and chair of Greater China, and capital markets partner Zhaoyu Ren led the transaction.

Paul Hastings has also advised CDH Investments, one of the largest alternative asset management institutions in China, as the subscriber in respect of the HK$300 million (US$38.7m) convertible bond issuance by HKSE-listed China Grand Pharmaceutical and Healthcare Holdings Ltd. China Grand Pharmaceutical and its subsidiaries engage in the research and development, manufacturing and sales of pharmaceutical and healthcare products. In addition, the firm also advised CDH on the US$25 million acquisition of up to 20 percent interest in Shanghai Weicon Optical Co Ltd, a leading contact lens and solutions manufacturer in China. China Grand Pharmaceutical will simultaneously make an acquisition of up to 55 percent in Shanghai Weicon Optical. Partners Vivian Lam and Nan Li led the transaction.

Rajah & Tann, with its regional office Rajah & Tann (Thailand) Ltd, Malaysian associate office Christopher & Lee Ong and Cambodian regional office R&T Sok & Heng Law Office, are advising Massimo Zanetti Beverage Group SpA (MZBG) in respect of its acquisition of the Boncafé group, which has operations in Southeast Asia and the Middle East. The deal, which is valued at US$85 million, includes the acquisition of Boncafé’s roasting plants in Thailand and Singapore. MZBG is the first private group in the global coffee market. The Boncafé Group is a leader in the roasting and sale of gourmet coffee and coffee machine equipment in Southeast Asia and Middle East. With the acquisition, MZBG will be able to reinforce its presence in the region. Singapore partners Chia Kim Huat, Lorena Pang, Kala Anandarajah, Dominique Lombardi, Benjamin Cheong, Lim Mei Ann, Larry Lim and Ruth Lin, with Christopher & Lee Ong partner Yon See Ting, R&T Sok & Heng Law Office partner Heng Chhay and Rajah & Tann (Thailand) partners Nattarat Boonyatap and Dussadee Rattanopas, are leading the transaction whilst Afridi & Angell is acting as foreign counsel (Middle East). WongPartnership is advising the vendors, namely Connie Huber Nee (Ting Yuling), Huber Christian Wilhelm, Urs Walter Brunner, Andreas Engler, Ahmed Anthony Geoffrey Billingham, Joe Mohan, Maleerat Thanaprachoom, Goh Wee Hoon, Sopha Teng and Albert Birbaumer.

Rajah & Tann has also advised KGI Securities (Singapore) Pte Ltd in respect of its acquisition of the entire share capital of Ong First Tradition Pte Ltd. A wholly-owned subsidiary of Taiwan Stock Exchange-listed China Development Financial Holding Corporation, KGI Securities is a market leader in brokerage, investment banking, asset and wealth management, futures, equity derivatives, institutional equities, institutional research and fixed income. Ong First Tradition is a leading futures broker with a rich heritage as the first futures brokerage in Singapore and a pioneer clearing member of the Singapore Exchange–Derivatives Trading and Singapore Mercantile Exchange. After acquisition, the two companies will go forward together under the name KGI Ong Capital Pte Ltd. Partners Evelyn Wee, Lorena Pang, Regina Liew, Lim Mei Ann, Ruth Lin, Irving Aw and Kala Anandarajah led the transaction which was valued at approximately S$50 million (US$40m) and was completed in April 2014.

Rodyk & Davidson has acted for Huntsman Europe BVBA in respect of its investment into three new chemical plants in the Shanghai Chemical Industry Park to be funded through separate capital increase exercises for its two existing PRC joint ventures, Shanghai Lianheng Isocyanate Company Ltd, a joint venture with BASF SE, Sinopec, Shanghai Hua Yi and Shanghai Chlor-Alkali Chemical Co Ltd, and Huntsman Polyurethanes Shanghai Ltd, a joint venture with Shanghai Chlor-Alkali Chemical Co Ltd, for a total investment of approximately US$740 million. Corporate partner Justin Tan, supported by partner Jacky Zou, led the transaction.

Rodyk & Davidson has also acted for Java Petral Energy Pte Ltd in respect of its sale of a 51 percent stake in Cepu Sakti Energy Pte Ltd to Giken Sakata Investment Holdings Ltd, a wholly-owned subsidiary of Giken Sakata (S) Ltd, for S$48 million (US$38.4m) to be paid in cash and shares in Giken Sakata (S) Ltd. Cepu Sakti Energy Pte Ltd holds 100 percent of the shares in PT Cepu Sakti Energy, which cooperates in the operation of oil wells in Indonesia. Corporate partners Ng Eng Leng and Justin Tan led the deal.

Shook Lin & Bok is acting for RBC Investor Services Trust Singapore Ltd, the trustee of Keppel REIT, in respect of the S$512 million (US$409.64m) sale of its 92.8 percent interest in Prudential Tower, a Grade A office building in Singapore’s Central Business District, to a group of companies held by KOP Ltd, Lian Beng Group Ltd, KSH Holdings Ltd and Centurion Global Ltd. Partners Tan Woon Hum and Andrea Ng are leading the transaction.

Sidley Austin has advised Colour Life Services Group Co Ltd, a leading property management company in China, in respect of its IPO of 250 million shares at HK$3.78 (US$0.49) per share on the HKSE. The offering listed on 30 June 2014. Partners Constance Choy, Janney Chong and Matthew Sheridan led the transaction.

Skadden is representing FACC AG in respect of its €213 million (US$290.7m) IPO on the Vienna Stock Exchange. This is the first ever IPO of a European Chinese-owned company in Europe and the first IPO in Austria since 2011. Trading on the Vienna stock exchange commenced on 25 June 2014. FACC AG is one of the world’s leading companies in the design, development and production of advanced fiber reinforced composite components and systems for the aviation industry. Partners Stephan Hutter, Katja Kaulamo and Johannes Frey led the transaction.

Thanathip & Partners has advised a group of major shareholders of Prepack (Thailand) Co Ltd in respect of an initial acquisition of approximately 22 percent equity interest in Prepack by TC Flexible Packing Co Ltd, one of the subsidiaries of Siam Cement Group, for approximately β340 million (US$10.45m). Managing partner Thanathip Pichedvanichok (TIP) led the transaction.

Thanathip & Partners has also advised Bangkok Dusit Medical Services Public Company Ltd, a leading private hospital in Thailand, in respect of its proposed acquisition of the entire business of Sanamchan Hospital for a cash consideration of β3.56 billion (US$109.67m) to β3.66 million (US$112.75m) for the expansion of its hospital network to the western region of Thailand. Managing partner Thanathip Pichedvanichok (TIP) and co-founding partner Arunee Mahathorn led the transaction which is expected to close in the third quarter of 2014.

In addition, Thanathip & Partners has advised Inter Far East Engineering Public Company Ltd, the sole distributor of Konica Minolta in Thailand, in respect of the expansion of its renewable energy business into the South East Asia market through a collaboration with Noringo Group of China by entering into a memorandum of understanding with the Phnom Penh Municipality, the Kingdom of Cambodia to study and explore the development of waste management and the corresponding electricity generation in Phnom Penh.

WongPartnership is acting for SGX-listed HanKore Environment Tech Group Ltd in respect of its proposed acquisition of the entire issued and paid-up share capital of China Everbright Water Investments Ltd from China Everbright Water Holdings Ltd, which is wholly-owned by HKSE-listed China Everbright International Ltd. HanKore will issue shares to the vendor as consideration for the proposed acquisition, which will result in the vendor owning 78 percent of HanKore. Upon completion, HanKore will become one of the largest water treatment companies in the PRC. Partner Gerry Gan, Teo Hsiao-Huey and Long Chee Shan led the transaction which was valued at approximately S$1.2 billion (US$961.47m).

WongPartnership has also acted for Oversea-Chinese Banking Corporation Ltd (OCBC Bank) in respect of the refinancing of the S$520 million (US$416.6m) loan granted by Winmall Ltd to Jurong Point Realty Ltd so as to allow Winmall to redeem its S$455 million (US$364.6m) 2009 senior and junior bond issue and to repay the S$65 million (US$52m) 2009 unrated term loan granted to Winmall. The bonds issue and the unrated term loan were used to refinance the 2004 securitisation of Jurong Point Realty’s interests in Jurong Point Shopping Centre, the largest suburban mall in Singapore. Partners Susan Wong, Dorothy Marie Ng and Felix Lee led the transaction.