Deals – 2 May 2013

Allen & Gledhill has also advised AIMS AMP Capital Industrial REIT Management Ltd, as manager of AIMSAMPIREIT, in respect of a private placement of 68.75 million new units to raise gross proceeds of approximately S$110 million (US$89.25m). Partners Jerry Koh and Chua Bor Jern led the transaction. WongPartnership, led by partners Rachel Eng and Karen Yeoh, acted for Standard Chartered Securities (Singapore) Pte Ltd, Macquarie Capital Securities (Singapore) Pte Ltd and Religare Capital Markets (Singapore) Pte Ltd as the joint book-runners and underwriters.

AZB & Partners is advising Airtel Uganda Ltd in respect of its acquisition of 100 percent of the shareholding of Warid Telecom Uganda Ltd from the selling shareholders. Partner Gautam Saha is leading the transaction which was signed on 23 April 2013 and is yet to be completed.

Baker & McKenzie is advising Wheelock Properties Ltd in respect of its HK$4.5 billion (US$580m) sale of the West Tower at One Bay East, Kowloon East to Manulife (International) Ltd. The deal is considered as the largest single office tower sale and purchase transaction in Kowloon to date and is also the second highest price on record for a whole office tower in Hong Kong. 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 approximately 1 million sq ft. The development is expected to be completed by the end of 2015. The West Tower with an approximately 512,000 sq ft floor area has been acquired by Manulife to serve as the headquarters for its Hong Kong operation. Partner Edmond Chan is leading the transaction.

Clayton Utz is advising ASX-listed integrated waste management and industrial service company Tox Free Solutions Ltd in respect of its acquisition of the assets and business of Wanless Enviro Services Pty Ltd, Smart Skip Pty Ltd and Jones Enviro Services Pty Ltd, and certain of the assets of Wanless Enviro Asset Management Pty Ltd. The acquisition, which was announced on 30 April 2013, is for a total cash consideration of A$85 million (US$87.44m). The firm is also advising Tox Free in respect of its A$43 million (US$44.23m) institutional placement and share purchase plan to partly fund the acquisition. Partner Mark Paganin is leading the transaction.

DLA Piper has advised Etihad Airways in respect of its investment of US$379 million in a 24 percent stake in Jet Airways as part of an extensive strategic alliance between the two airlines. This is the first investment by a foreign airline in an Indian airline since the Indian government liberalised its rules for the Indian aviation sector in September 2012. The balance of Etihad’s US$600 million overall strategic investment comprises a US$70 million purchase and leaseback of Jet Airways’ three pairs of Heathrow Airport landing and take-off slots which was announced in February and, subject to appropriate regulatory and corporate approvals, Etihad will invest US$150 million in a significant equity investment in Jet Airways’ frequent flyer program “Jet Privilege”. Partners Jon Hayes and Dr Benjamin Parameswaran led the transaction.

Herbert Smith Freehills has advised The Royal Bank of Scotland plc as the lead manager, Citicorp International Ltd as trustee, transfer agent and registrar, and Citicorp Investment Bank (Singapore) Ltd as CDP lodging and paying agent, in respect of the issue of S$50 million (US$40.56m) 4.3 percent notes by Tata International Singapore Pte Ltd. The notes, which are due by 2018 and guaranteed by Tata International Ltd (TIL), were listed on the SGX-ST. TIL is the premier trading arm of the Tata Group with a presence in manufacturing and supply chain integration. Tata Group has 49 offices across more than 35 countries in Africa, Europe, Asia and the Americas. Partners Philip Lee and Alexander Aitken led the transaction.

Hogan Lovells has advised Saudi-based conglomerate Al Bayan Group Holding Company in respect of its RM200 million (US$65.7m) sukuk, issued on 24 April 2013, out of its inaugural RM1 billion (US$328.68m) Sukuk Wakalah Programme – the first Malaysian ringgit sukuk programme to be established by a Saudi corporate issuer and the first issuance by a Saudi corporate issuer of Malaysian ringgit denominated sukuk in the Malaysian debt capital market to date. The landmark sukuk has been issued via ABHC Sukuk Berhad, Al Bayan’s special purpose vehicle incorporated in Malaysia. The sukuk programme is structured under the Shariah principle of Wakalah and Ijarah. Hong Leong Islamic Bank Berhad (HLISB) and HSBC Amanah Malaysia Berhad (HBMS) acted as joint principal advisers and joint lead arrangers of the sukuk programme. HLISB and HSBC also acted as joint lead managers, together with Kenanga Investment Bank Berhad and Al Hilal Bank as the manager in the UAE. Partner Imran Mufti led the transaction.

J Sagar Associates has advised Export- Import Bank of India in respect of the issuance of A$200 million (US$205.8m) 5.76 percent notes due 2018 under its US$6 billion medium term note programme. The notes were issued under Regulation S of the United States Securities Act of 1933. The managers of the issue were Australia and New Zealand Banking Group Ltd Hong Kong and Deutsche Bank AG London Branch. Partner Dina Wadia led the transaction.

J Sagar Associates has also advised Cargill Inc, ConAgra Foods Inc and CHS Inc in respect of their merger filing before the Competition Commission of India (CCI) for their proposed North American Joint Venture, to be known as Ardent Mills. The CCI granted unconditional approval for the proposed transaction on 23 April 2013. Partners Farhad Sorabjee and Amitabh Kumar led the transaction.

K Law has advised Apalya Technologies Private Ltd, its promoters and the existing investors, namely IndoUS Venture Partners, IDG Ventures and Qualcomm, in respect of the investment by Cisco Technologies and the existing investors into Apalya, a managed service provider focused on mobile video streaming and which caters to telecom operators, handset manufacturers and content owners throughout India, Sri Lanka and Indonesia. Partner Shwetambari Rao led the transaction. Cisco Technologies was represented by Nishith Desai Associates driven by partner Vaibhav Parikh.

Khaitan & Co has advised AVTEC Ltd in respect of the acquisition of minority stake of AVTEC by an affiliate of Warburg Pincus and exit of Actis from AVTEC. AVTEC Ltd, part of multi-billion dollar C K Birla Group, is one of the largest independent manufacturer of powertrains and precision engineered products in India. Partners Haigreve Khaitan and Bharat Anand led the transaction which was completed on 4 April 2013. AZB & Partners, led by partner Anil Kasturi, advised Warburg Pincus.

Khaitan & Co has also advised Bush Foods Overseas Private Ltd and its promoters in respect of the approximately US$100 million sale of a majority stake to Hassad Food Company Qatar (HFC) and complete exit by Standard Chartered Private Equity from Bush Foods. HFC is owned by Qatar Investment Authority, the sovereign wealth fund of the State of Qatar. Bush Foods produces and exports packaged basmati rice under the Neesa, Himalayan Crown and Indian Star brands to more than 70 countries. Partner Rajat Mukherjee led the transaction. AZB & Partners, led by partner Varoon Chandra, advised Standard Chartered Private Equity (Mauritius) II and Standard Chartered Private Equity (Mauritius) III as the existing investors.

Shearman & Sterling has advised SINA Corporation in respect of the sale of approximately 18 percent of its subsidiary Weibo Corporation to Alibaba Group for US$586 million. SINA has also granted an option to Alibaba to enable Alibaba to increase its ownership in Weibo to 30 percent in the future. The deal values Weibo at over US$3 billion. The two companies will cooperate in the area of user account connectivity, data exchange, online payment and online marketing, among other things, and will explore new business models for social commerce based on the interactions of the hundreds of millions of users on Weibo and on Alibaba’s e-commerce platforms. The strategic alliance is expected to generate up to US$380 million in advertising and social commerce services revenues in aggregate for Weibo over the next three years. NASDAQ-listed SINA is a leading online media company serving China and the global Chinese communities. Alibaba is the biggest e-commerce group in China. Partners Lee Edwards, Laurence Crouch and Richard Hsu led the transaction whilst Maples and Calder, led by partners Gareth Griffiths and Greg Knowles, acted as Cayman Islands counsel.

Simmons & Simmons has advised China-Africa Investment and Development Co Ltd (CAIDC) in respect of its acquisition of a controlling stake in a gold mine project in Africa. CAIDC is a joint venture between Poly Technologies Inc and China-Africa Development Fund focusing on mining investment in Africa. At closing, CAIDC will indirectly hold 51 percent of the shares of the gold mine project company. The remaining 49 percent will be held by an Africa-focused international mining group. Partner Eric Lin spearheaded the transaction.

Skadden, Arps, Slate, Meagher & Flom has represented Sinopec Corp (China Petroleum & Chemical Corporation) as the guarantor, and Sinopec Capital (2013) Ltd, a wholly owned subsidiary of Sinopec, as the issuer, in respect of a US$3.5 billion Rule 144A/Regulation S offering of senior unsecured notes. The notes were issued under four tranches: US$750 million 1.25 percent notes due 2016, US$1 billion 1.875 percent notes due 2018, US$1.25 billion 3.125 percent notes due 2023 and US$500 million 4.25 percent notes due 2043. This offering is the largest-ever US dollar bond issued by a Chinese company and the largest corporate debt offering in Asia ex-Japan in 10 years. Partners Gregory Miao, Peter Huang and Edward Lam led the transaction whilst Haiwen & Partners advised as to PRC law and Conyers Dill & Pearman advised as to BVI law. Davis Polk, led by partner James C Lin, advised the joint global coordinators comprised of Citigroup Global Markets Inc, Merrill Lynch International, UBS AG Hong Kong Branch and JP Morgan Securities plc, and the initial purchasers comprised of Citigroup Global Markets Inc, Merrill Lynch International, UBS AG Hong Kong Branch, JP Morgan Securities plc, Goldman Sachs (Asia) LLC, Morgan Stanley & Co International plc, Nomura International plc, Deutsche Bank AG Singapore Branch, Société Générale, CITIC Securities Corporate Finance (HK) Ltd, China International Capital Corporation Hong Kong Securities Ltd and The Hongkong and Shanghai Banking Corporation Ltd. Another Davis Polk team led by partner William F Barron advised Citicorp International Ltd as the trustee and Citibank NA London Branch as the paying agent and registrar.

Sullivan & Cromwell is representing AXA (France) in respect of its €485 million (US$640m) acquisition of 50 percent of Tian Ping (China), a Chinese property and casualty insurance company with strong direct capabilities. Partners Chun Wei and Gwen Wong are leading the transaction which was announced on 24 April 2013.

Tay & Partners is acting for Kuok Group and PPB Group in respect of a 70:30 joint venture with Khazanah Nasional Bhd and acted for the joint venture company Southern Marina Development Sdn Bhd in respect of the acquisition of two parcels of prime land located in Puteri Harbour, Bandar Nusajaya for RM182 million (US$59.8m) from UEM Land Holdings Bhd which will be developed into a mix of high-rise residential and retail/commercial units with a view of the private marina and the Straits of Johor. Partner Chang Hong Yun is leading the transaction.

Tay & Partners is also representing White Horse Bhd, a public company listed on the Main Market of Bursa Malaysia Securities Berhad, in respect of its proposed acquisition of 100 percent equity interest in a company in Vietnam at a cash consideration of US$21 million from White Horse Investment (S) Pte Ltd. The sale and purchase agreement has been signed by the parties on 3 April 2013 and it is expected to complete by the fourth quarter of 2013. Partner Tay Beng Chai is leading the transaction.

Weerawong, Chinnavat & Peangpanor Ltd has represented The Erawan Group, The Siam Commercial Bank and SCB Asset Management in respect of the IPO and listing of investment units in Erawan Hotel Growth Property Fund (ERWPF) on the Stock Exchange of Thailand. The transaction closed on 4 April 2013 and was valued at approximately US$63.2 million. The ERWPF invested on a freehold right basis in the Ibis Patong Hotel in Phuket and the Ibis Pattaya Hotel in Chonburi, Thailand. Both hotels have guest capacity in excess of 250 rooms. The Siam Commercial Bank acted as underwriter for the transaction which consisted of an offering of 176 million investment units. SCB Asset Management acted as fund manager. Partner Kudun Sukhumananda led the transaction.

Wong & Partners, the Malaysian member firm of Baker & McKenzie, has advised CIG Berhad, a wholly-owned subsidiary of CIMB Group Holdings Berhad (CIMB), in respect of its conduct of an auction sale of CIMB’s majority equity interests in CIMB Aviva Assurance Berhad (CIMB Aviva Life) and CIMB Aviva Takaful Berhad (CIMB Aviva Takaful). The transaction involved a RM1.11 billion (US$364.8m) disposal by CIMB of its equity interest in each of CIMB Aviva Life and CIMB Aviva Takaful to Renggis Ventures Sdn Bhd, a wholly-owned subsidiary of Khazanah Nasional Berhad. The auction sale led to the simultaneous sale of equity interests in each of CIMB Aviva Life and CIMB Aviva Takaful held by CIMB and its joint venture partner, Aviva International Holdings Ltd (Aviva), to Khazanah and Sun Life Assurance Company of Canada, respectively. The deal also involved the negotiation of a new Bancassurance Agreement entered into between CIMB Bank Berhad and each of CIMB Aviva Life and CIMB Aviva Takaful. Partner Andre Gan led the transaction.

WongPartnership has acted for China Vanke Co Ltd (Vanke) in respect of its strategic alliance with Keppel Land Ltd on the co-development of property projects in Singapore and the PRC; and the acquisition by Wkdeveloper sig I Private Ltd (Vanke’s wholly-owned subsidiary) of a 30 percent stake in Sherwood Development Pte Ltd from Keppel Land Ltd for approximately S$135.5 million (US$110m). Sherwood was awarded a 3.2- hectare residential site along Tanah Merah, Singapore by the Urban Redevelopment Authority in October 2012 and plans to develop a 726-unit condominium project on the site. Partners Ng Wai King, Kenneth Leong, Dorothy Marine Ng and Serene Soh piloted the transaction.