Deals – 21 July 2011

Allen & Gledhill has also advised Singapore Telecommunications Ltd (SingTel) and its subsidiary SingTel Group Treasury Pte Ltd in respect of an agreement for a three year S$2.16 billion (US$1.78b) committed revolving credit facility with 12 banks for general corporate purposes. The 12 banks comprise Australia and New Zealand Banking Group Ltd, Bank of America NA, The Bank of Tokyo-Mitsubishi UFJ Ltd, Citibank NA, Deutsche Bank AG, DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Mizuho Corporate Bank Ltd, Oversea-Chinese Banking Corporation Ltd, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation and United Overseas Bank Ltd. The facility is guaranteed by SingTel. Partners Kok Chee Wai and Ellis Tang acted on the matter.

Allens Arthur Robinson has acted for Frasers Property Australia, the Australasian division of international property development company Frasers Property, in respect of its joint venture with Japanese property developer Sekisui House to develop the A$2 billion (US$2.14b), 5.8 hectare mixed-use Central Park site at Broadway. Central Park is an iconic project for Sydney which will make the southern end of the city’s CBD a world-leading urban destination. Partners Alan Maxton, Mark Stubbings and Tony Sheehan led the transaction whilst Holding Redlich, led by partners Neville Allen and Carolyn Chudleigh, acted for Frasers on substantial due diligence aspects and FIRB requirements necessary for the JV deal. Blake Dawson acted for Sekisui House.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised GMR Group’s airport holding company, GMR Airports Holding Ltd (GAH), in respect of raising approximately US$131 million from private equity investors led by Standard Chartered Private Equity. The GMR Group, through GAH, holds stakes in airports, including Delhi International Airport and the Hyderabad International Airport. Partner Jatin Aneja led the transaction which closed on 6 July 2011. The deal is the second round of investment in GAH this year. The first round of investment by Macquarie SBI Infrastructure Investments 1 Ltd (on which the firm also advised GMR), for approximately US$ 200 million was closed on 31 March 2011.

AZB & Partners has advised JM Financial Products Ltd and JM Financial Investment Managers Ltd (JM) in respect of JM’s acquisition of 100 per cent of the equity share capital of CR Retail Malls (India) Limited, a wholly owned subsidiary of PVR Limited (PVR), from PVR for approximately US$9 million. Partner Sai Krishna Bharathan led the transaction which was completed on 18 May 2011.

AZB & Partners has also advised Tata Steel Ltd in respect of its sale of 51 per cent of the equity share capital of Tata Refractories Ltd to Krosaki Harima Corporation for approximately US$131 million. Partner Shameek Chaudhuri led the transaction which was completed on 31 May 2011.

Baker & McKenzie has acted as Thai and US law counsel to the joint underwriters – The Hongkong and Shanghai Banking Corporation Ltd (Bangkok Branch), Krung Thai Bank Public Company Ltd, The Siam Commercial Bank Public Company Ltd and KASIKORNBANK Public Company Ltd – in respect of the issuance of 10-year 1.2 per cent inflation-linked bonds by the Ministry of Finance of Thailand. The THB40 billion (US$1.34b) bond offering marked the first inflation-linked bond in Thailand and also in Southeast Asia. The bonds were offered domestically in Thailand and internationally under Regulation S of the US Securities Act of 1933. The firm’s advisory team was led from Thailand by partner Viroj Piyawattanametha and from Singapore by partner Yeo Jih-Shian from Baker & McKenzie.Wong & Leow, member firm of Baker & McKenzie in Singapore.

Clayton Utz has advised Australian financial advisory firm Shadforth Financial Group Holdings Ltd in respect of its A$240 million (US$257m) merger with ASX-listed financial services company Snowball Group Ltd. The transaction was announced on 26 May 2011, became unconditional on 27 June 2011, and closed on 8 July 2011. The merger was effected as a reverse takeover, with Snowball shareholders receiving 2.15 Snowball shares for each Shadforth share, resulting in the issue of approximately 515.7 million new Snowball shares. On completion, Shadforth shareholders will own 71 per cent of the merged entity, which will have more than A$14.3 billion (US$15.3b) in funds under advice, administration and management. Partner Andrew Hay led the transaction.

Clifford Chance has advised CIMB, Citi, HSBC and Maybank as joint lead managers and joint bookrunners in respect of the US$2 billion dual-tranche sukukal-wakala transaction for the Government of Malaysia. The dual-tranche consists of US$1.2 billion five year 2.991 per cent sukuk-al-wakala certificates and US$800 million 10 year 4.646 per cent sukuk-al-wakala certificates. The transaction is the largest dual-tranche global sovereign US dollar sukuk ever issued and the first global sovereign US$ sukuk for 2011. The sukuk certificates were issued through a special purpose vehicle, Wakala Global Sukuk Berhad (the trustee). Partner Stewart Dunlop led the transaction whilst a separate team in Hong Kong comprising Anthony Oakes and James Booth advised Citicorp International Ltd in its capacity as delegate. Kadir Andri & Partners advised the joint lead managers as to Malaysian law.

Fangda has advised the Carlyle-sponsored RMB fund Carlyle Beijing Partners Fund LP in respect of its application for filing with the National Development and Reform Commission (NDRC). The transaction represents the first successful NDRC filing by a major global fund manager. The firm’s team was led by partner Richard Guo.

Fangda has also represented the Series A and Series B investors in their investments in Meituan.com, a first tier group purchase website in China. The investors are led by Sequoia and Alibaba. The deal size of these two rounds of investments totals US$70 million. The firm’s team was led by partner Doris Tang.

HopgoodGanim has advised Metallica Minerals Ltd in respect of its successful fully underwritten renounceable rights issue to raise approximately A$4.9 million (US$5.3m), which closed on 8 July 2011. The rights issue was fully underwritten by RBS Morgans Corporate Ltd. Metallica Minerals will use the funds raised to advance its Nornico nickel-cobalt-scandium project in Queensland and its mineral sands projects. Partner Michael Hansel led the transaction.

Khaitan & Co has advised Mahindra & Mahindra (M&M) in respect of the issue of cyber squatting in relation to the domain name mahindraglobal.com. The firm advised in relation to preparing and issuing a warning letter on the cyber squatter; preparing and filing a complaint with World Intellectual Property Organization (WIPO) Arbitration and Mediation Centre; initiating the WIPO proceedings as per the Uniform Dispute Resolution Policy; and subsequently obtaining the transfer of the domain name mahindraglobal.com to M&M. M&M is one of the largest manufacturers of wholesales utility vehicles, light commercial vehicles, three wheelers, agricultural tractors, industrial machinery and farm equipment. Executive director Jose Madan acted on the matter.

Khaitan & Co has also acted for Lafarge Umiam Mining Pvt Ltd in respect of securing a favourable order from the Supreme Court directing the Ministry of Environment & Forest to grant forest clearance to Lafarge to mine limestone in Meghalaya. Lafarge is a 100 per cent subsidiary of Lafarge Surma Cement Ltd which established a plant at Chhatak, Bangladesh with a captive limestone mine at Nongtrai village, Meghalaya, taken on lease by Lafarge. However, Lafarge was directed to stop mining on the premise that forest clearance under Section 2 of the Forest (Conservation) Act 1980 has not been obtained by Lafarge. The decision was considered a landmark judgment in the context of environment and mining, especially for projects involving use of forest land for non-forest purposes. Partner Sanjeev Kapoor acted on the matter.

Luthra & Luthra Law Offices have advised on the investment of 250 crores (US$56.2m) by the private equity arm of Standard Chartered Bank in RJ Corp’s Varun Beverages International (Varun) for a minority stake. Varun is a part of the Ravi Jaipuria-promoted RJ Corp group, known for being PepsiCo’s biggest bottler in South Asia. The funds will be used to expand PepsiCo’s bottling businesses in India and overseas markets of Morocco, Nepal and Sri Lanka. Standard Chartered PE expects the company to leverage the huge growth opportunity for PepsiCo in India and Africa. Managing associate Nivedita Tiwari led the transaction.

Majmudar & Co has advised Encore Operating Partners and 1886 Investments Ltd, the investment arm of Commonwealth Education Trust UK, in respect of their funding provided to Bangalore-based start-up Globals ITeS Pvt Ltd, which develops technology solutions for the education space. Global ITes will offload 26 per cent stake to Encore Operating Partners and another 12 per cent to 1886 Investments Ltd. The firm’s team was headed by partner Raja Sujith.

Mori Hamada & Matsumoto is advising Mitsubishi UFJ Morgan Stanley Securities Co Ltd as the underwriter in respect of the issue on 11 July 2011 by Japanese electronics parts manufacturer Elpida Memory Inc of 57.27 million new shares by public offering; secondary offering of 2.73 million shares of common stock; and, the issuance of convertible bonds (bonds with stock acquisition rights, tenkan shasaigata shinkabu yoyakuken-tsuki shasai). The estimated total value of its new shares is US$660 million whilst the value of its convertible bonds to be issued is US$350 million. Partner Toru Ishiguro is leading the transaction.

Norton Rose Group has advised Korean company SSCP Co Ltd in respect of the envisaged sale of its majority shareholding in Schramm Holding AG Offenbach Germany to Dutch AkzoNobel Group. In this context, SSCP also agreed with AkzoNobel on the sale of its Korean industrial coatings business. The sale of the majority share in Schramm Holding AG corresponds to a market capitalisation of around €142 million (US$202.3m). SSCP has already bindingly declared to sell its majority share in Schramm Holding AG in the amount of 70.5 per cent to AkzoNobel on those conditions. The firm’s advisory team included partners Dr. Michael Malterer, Igsaan Varachia, Jamie Nowak, Christian Filippitsch, Liza Lee and Marc Waha. Shin & Kim advised the Korean seller SSCP. AkzoNobel was advised by a team from Mayer Brown led by partner Stephan Gittermann as well as Kim & Chang. Schramm Holding AG was advised by DLA Piper.

Paul, Weiss has acted as international counsel for US private equity fund Capital International in respect of its INR3.3 billion rupees (US$ $75m) investment through a share placement in L&T Finance Holdings (L&T), ahead of an IPO scheduled to take place in the second half of July. L&T, the holding company for the financial services business of Indian engineering conglomerate Larsen & Toubro, operates through four units that manage the mutual fund, asset financing, infrastructure financing and working capital funding businesses. Partners Jack Lange and Jeffrey Samuels led the transaction. Wadia Ghandy and Co, led by partner Ankit Majmudar, acted as Indian counsel on the transaction.

Rajah & Tann has advised SGX ST listed CapitaMalls Asia Limited (CMA) in respect of its joint venture with CapitaMall Trust (CMT), CapitaLand Limited (CL) to tender for and develop a mixed retail-office development at the Jurong Gateway Site at Boon Lay Way. The Jurong Gateway Site was awarded to the JV at the tender price of approximately S$969 million (US$799m) by the Urban Redevelopment Authority of Singapore. The total development cost of the project is expected to be about S$1.5 billion (US$1.24b). Therefore, the value of the deal (based on CMA’s 50% share in the project) is approximately S$750 million (US$618.4m). Partners Soon Choo Hock, Goh Kian Hwee, Cynthia Goh and Yap Chew Fern acted on the transaction which was completed on 27 June 2011. Shook Lin & Bok acted for HSBC Institutional Trust Services (Singapore) Ltd as trustee of CMT whilst Rodyk & Davidson acted for CL.

WongPartnership has acted for Baring Private Equity Asia Pte Ltd (BPEA), a significant selling shareholder in Hsu Fu Chi International Ltd (Hsu Fu Chi), in respect of the acquisition by Nestlé SA of 60 per cent in Hsu Fu Chi through the purchase of (i) a 43.52 per cent interest (including the 16.5 per cent stake held by BPEA) by way of a scheme of arrangement under Section 86 of the Cayman Companies Law (2010 Revision), and (ii) a 16.48 per cent interest from certain majority shareholders of the company. The acquisition values the company at approximately S$2.1 billion (US$1.7bb. Partners Ng Wai King and Tay Liam Kheng acted on the matter.

WongPartnership has also acted for DBS Bank Ltd and China International Capital Corporation (Singapore) Pte Ltd in respect of the private placement by CapitaRetail China Trust (CRCT) of approximately 59.8 million new units in CRCT to raise gross proceeds of approximately S$70 million (US$57.7m), in order to finance the acquisition of New Minzhong Leyuan Mall by CRCT. Partners Rachel Eng and Colin Ong acted on the matter.