|Allen & Overy has advised Deutsche Bank AG, London Branch and Goldman Sachs International as lead managers and bookrunners in connection with the debut US$1.25 billion Islamic sukuk issue by DIFC Investments LLC (DIFC Investments), the investment arm of the Dubai International Financial Centre. The sukuk is the largest non equity linked sukuk issue in the world and also the largest rated sukuk that has ever been issued. The sukuk was issued through Dubai Sukuk Centre Limited, a wholly-owned subsidiary of DIFC Investments. The terms of the sukuk and the transaction documentation are governed by DIFC law, which is the first time that DIFC law has been used for an international securities offering. The sukuk will be listed on the Dubai International Financial Exchange.
Baker & McKenzie has advised Walker Group Holdings Limited, as Hong Kong law counsel, on its HK$579 million (before exercise of the over-allotment option) offering. The shares commenced trading on the Hong Kong Stock Exchange on June 7, 2007. Walker Group is principally engaged in the design and sales of a diversified range of footwear products in Hong Kong and the PRC. The company has established an extensive sales network in Hong Kong and the PRC, including 56 outlets in Hong Kong and 337 outlets in 23 provinces in the PRC. In addition, it also has seven franchised concessions in Taiwan. The footwear products are primarily sold under six major in-house brands, namely, Couber.G, Forleria, Ox-X-Ox, Tru-Nari, Artemis and Walaci; and two authorised brands, namely Acupunture and Pink Panther. Taifook capital Limited was the sole sponsor of the offering. Taifook Securities Company Limited and DBS acted as the joint global coordinators, joint bookrunners and joint lead managers on the offering.
Cleary Gottlieb has represented the underwriters in a US$469 million SEC-registered initial public offering of LDK Solar Co Ltd. Morgan Stanley and UBS Investment Bank acted as joint book-running managers for the offering, and Piper Jaffray, CIBC World Markets and CLSA Asia-Pacific Markets were co-managers. The deal is the largest US initial public offering to date by a private sector Chinese company. The American Depositary Receipts began trading on the NYSE June 1. LDK is a leading manufacturer of multicrystalline solar wafers, the principal raw materials used to produce solar cells. LDK is based in Xinyu City, Jiangxi Province, China.
Gide Loyrette Nouel has advised the Italo-German KME Group SpA (KME), one of the largest manufacturers of copper and copper alloy products, on three simultaneous acquisitions in China. The transaction involved the acquisition by KME of 40 percent of the equity interest held by its Chinese partner in two equity joint ventures, as well as the acquisition of 70 percent of the equity interest in a local company to be transformed into a new joint venture. Gide Loyrette Nouel assisted KME on all aspects of the transaction including structuring options, legal due diligence and drafting of project documents. This transaction was completed in accordance with a previous agreement entered into between the parties two years ago (Gide Loyrette Nouel advised KME in connection with this initial transaction).
Johnson Stokes & Master has acted for Lendlease, an Australian property investment fund, in the sale of Lodge on the Park, 2A, 2B and 4 Kennedy Terrace, Mid-levels, Hong Kong. The property is a 19-year old residential building with 56 residential units and a total GFA of 90,000 square feet. The transaction price of HK$1 billion represented an average of HK$11,000 per square foot.
Mallesons Stephen Jacques has acted as Hong Kong counsel to Sichuan Xinhua Winshare Chainstore (Sichuan Xinhua Winshare) on its HK$2.1 billion (US$269 million) global offering and listing on the Main Board of the Hong Kong Stock Exchange. Sichuan Xinhua Winshare is the first Chinese bookstore operator to launch an IPO (initial public offering) in Hong Kong. The state-owned company operates the largest retail bookstore in Sichuan Province, China’s third most populous province. It also engages in book publishing and distribution, which although a highly regulated industry in China is becoming increasingly competitive and liberalised. The global offering comprised of an IPO of H-shares in Hong Kong and a Regulation S offering to institutional investors elsewhere in the world. Sichuan Xinhua Winshare’s listing is also one of the largest IPOs in Hong Kong this year to be arranged on a sole basis. BOCI Asia acted as sole global coordinator, bookrunner, sponsor and lead manager.
Nishith Desai Associates has acted as legal counsel to INDIAREIT Offshore Fund and Indiareit Fund – Scheme I, real estate private equity funds with a joint corpus of approximately US$300 million. INDIAREIT Offshore Fund and Indiareit Fund – Scheme I made an investment of approximately US$61 million in a project involving development of Special Economic Zone and residential/commercial township in Pune by Paranjape Schemes (Constructions) Limited, one of the renowned real estate developers in Pune, Maharashtra.
Paul, Weiss, Rifkind, Wharton & Garrison has represented Citigroup Inc on its tender offer to become the majority shareholder of Nikko Cordial Corporation, a leading Japanese securities brokerage, asset management and investment banking firm. Upon the settlement of the offer for approximately $7.7 billion in cash on May 9, Citigroup owned approximately 61 percent of the shares. On June 12, Citigroup announced that it had acquired additional shares taking its stake to approximately 68 percent. Citigroup and Nikko commenced operations of a Japanese joint venture investment bank in 1998. Following Nikko’s discovery late last year of an accounting scandal which led to the resignation of its chairman, president and other senior officers, Nikko reviewed its alternatives, initiating a process that led to the agreement with Citigroup providing for the acquisition.
Sullivan & Cromwell has represented the underwriters, led by Goldman Sachs and UBS, in the SEC registered initial public offering and NYSE listing of American Depositary Shares of Yingli Green Energy Holding Company Limited, a leading vertically integrated photovoltaic product manufacturer in the People’s Republic of China. The aggregate size of the offering was US$319 million (excluding the green shoe option). Yingli is among a number of solar energy companies in the PRC that have recently tapped the US capital markets for their international capital-raising activities since 2005.
WongPartnership has acted for Asia Mobile Holdings in relation to the US$960 million bridge loan financing. Asia Mobile Holdings is an indirect subsidiary of ST Telemedia and is a joint venture between ST Telemedia and Qatar Telecom QSC, the Qatar state-owned telco.
WongPartnership has acted for Athena Projects Pte Ltd, a holding company of hydro-electric and thermal power plants in India, in a US$60 million equity-cum-debt investment from the Tiger hedge fund.
WongPartnership has acted for China EnerSave Limited that, through its subsidiary Amanda Industries Pte Ltd acquired a 15 percent stake in Amanda Maintenance, Industrial, General & Offshore Services Company Limited from Prudential Vietnam Assurance Private Limited.
WongPartnership has acted as Singapore counsel to CCMP Capital in an agreement with The Linde Group, the global gases company, to acquire BOC Edwards. The transaction was valued at over US$911 million.
WongPartnership has acted for Parkway Holdings Limited (PHL) in its acquisition of a 60 percent stake in the World Link chain of clinics operating in Shanghai, PRC via the acquisition of the entire issued share capital of MRI by PHL’s wholly-owned subsidiary from Hong-Kong incorporated WorldLink Medical Systems Limited. The transaction was valued at over US$43 million.
WongPartnership has acted for consortium which comprised Baring Private Equity Asia Pte Ltd and The International Investor, as leading financing counsel in the acquisition financing involving the acquisition of Courts (Singapore) Limited (CSL), Courts Mammoth Berhad (CMB), a 20 percent equity interest in Memphis King Ltd (Holding company of Courts Megastore (Thailand) Ltd), brand rights for the use of several retails brands in Japan, China, Australia, India, Hong Kong, Philippines, Sri Lanka, New Zealand and Papua New Guinea; and receivables owing by CSL, CMB and/or their respective subsidiaries to Courts PLC and/or other Courts PLC group companies. The transaction was valued at US$100 million.
UAE Ministry of Finance issues guidance on Economic Substance Regulations
Thirteen topics covered in the guidance that may be of interest to businesses affected by the regulations.
David Miles remembered
We mourn the passing of a remarkable lawyer and dear friend.