Deals – 22 April 2010

Allens Arthur Robinson has advised The GPT Group (GPT), one of Australia’s largest diversified listed property groups, in respect of its sale of Homemaker City Bankstown to Baycrown Pty Limited, a private Gold Coast property investment and development company, for A$25.2 million (US$23.38m). The transaction, which reflects GPT’s strategy of selling down non-core assets, will allow GPT to focus on the active ownership of its ‘blue ribbon’ retail, office and industrial/business park portfolios. Partner Nicholas Cowie led the firm’s advisory team.

Appleby has acted as Bermuda counsel for Man Wah Holdings Limited (Man Wah) in respect of its listing on the Main Board of the Hong Kong Stock Exchange on 9 April 2010. The proceeds from the global offering amounted to HK$1.64 billion (US$211m). Man Wah is the eighth largest player in the recliner sofa market in the United States and also sells recliner sofas in over 50 countries. The proceeds from the offering will be used for the expansion of its retail presence in the PRC and establishment of a production and/or distribution centre in northern PRC. The firm also provided BVI legal advice to Man Wah’s BVI shareholders in this transaction. The firm’s advisory team was led by Hong Kong-based corporate partner Judy Lee.

Ashurst has advised Dr Shahzad Nasim and Meinhardt Group International Limited (Meinhardt Group), a new company established by Dr. Nasim, in respect of the leveraged management buy-out of Meinhardt Group, a leading engineering, planning and management consultancy firm formerly headquartered in Australia. The firm advised the borrower, Meinhardt Group, in connection with a credit facility from ANZ, Qatar National Bank and Orix, and acted for Dr Nasim in connection with equity aspects of the transaction. The firm’s advisory team included international finance partners Carl Dunton and Matthew Bubb, Singapore corporate partner Susan Roy, and Hong Kong corporate partner Lina Lee.

AZB & Partners has advised heavy equipment manufacturer Terex Corporation USA in respect of its purchase of the 29 percent share held by Vectra Limited Hong Kong, part of the UK-incorporated Vectra Group, in Terex Vectra Equipment Private Limited. The transaction, which was completed on 15 March 2010, was led by partner Gautam Saha.

AZB & Partners is also advising Japan-based investment company Valiant Partners in respect of its investment in compulsorily convertible debentures of Pipavav Shipyard Limited, which is currently constructing a shipbuilding, ship repair and offshore fabrication complex at Pipavav in the State of Gujarat, India. The deal, valued at approximately US$40 million, is expected to be completed in May 2010. Partner Shuva Mandal acted on the transaction.

In addition, AZB & Partners has advised Summit Partners India Private Investments I in respect of its investment of approximately INR 1.3 billion (US$30m) in Krishidhan Seeds Limited through equity and compulsorily convertible preference shares. The transaction, which was completed on 29 March 2010, was led by partner Yogesh Bhattarai.

Finally, AZB & Partners is advising Reliance Industries Limited (RIL) in respect of a strategic investment made by a wholly owned subsidiary of RIL in Deccan Cargo & Express Logistics Private Limited. The deal, which is expected to be completed on 18 May 2010, was led by partner Shuva Mandal.

Baker & McKenzie is acting as Hong Kong counsel for ARA Asset Management (Fortune) Limited, as manager of Fortune Real Estate Investment Trust (Fortune REIT), and HSBC Institutional Trust Services (Singapore) Limited , as manager and trustee, in respect of the listing of Fortune REIT’s units on the Main Board of Hong Kong Stock Exchange (HKSE) by way of introduction. Trading of the units commenced on the HKSE on 20 April 2010. The deal marks the first REIT to be dual-listed on both the Hong Kong and Singapore Stock Exchanges. DBS Asia Capital Limited and JP Morgan Securities (Asia Pacific) Limited are acting as joint listing agents for the introduction. The firm’s advisory team was led by corporate partner Milton Cheng.

Maples and Calder has acted as Cayman Islands legal counsel to COLI ICBCI China Real Estate GP Limited in respect of the establishment of Harmony China Real Estate Fund LP (Harmony Fund) as a joint venture project between China Overseas Land & Investment and ICBC International Investment Management Limited. Harmony Fund was formed to invest in real estate investments and/or project development opportunities in the PRC. At launch, Harmony Fund had capital commitments of US$250 million. The firm’s advisory team was led by partner Anthony Webster.

Mayer Brown JSM has represented ION Geophysical Corporation (ION) in respect of its formation of a joint venture with BGP Inc (BGP), a subsidiary of state-owned China National Petroleum Corporation, and the simultaneous sale of ION common stock to BGP. The value of the transactions was more than US$400 million. The joint venture, which will be called INOVA Geophysical Equipment Ltd, will manufacture, sell and develop land seismic equipment and offer technology used in global oil and gas exploration. BGP transferred assets and stock, valued at over US$70 million, and paid ION US$108.5 million cash for a 51 percent stake in the venture. ION also issued 23.8 million shares of its common stock to BGP for $66.6 million cash. BGP now owns about 16.7 percent of ION’s outstanding common stock. ION used part of the proceeds to pay off and refinance its debts. Martin Robertson in Hong Kong and Ian Lewis in Beijing led the firm’s advisory team.

Paul, Hastings, Janofsky & Walker has advised Morgan Stanley in respect of two Hong Kong share placements. Both transactions were led by Hong Kong capital markets partner Sammy Li.
• In the first transaction, Morgan Stanley acted as placing agent in the approximately US$100 million sell-down by Warburg Pincus International Partners LP and Warburg Pincus Private Equity IX LP of shares in Hong Kong Stock Exchange-listed Intime Department Store (Group) Company Limited, a large-scale department store chain in Zhejiang Province, PRC.
• In the second transaction, Morgan Stanley acted as placing agent in the approximately US$40 million sell-down by Enerchina Holdings Limited of shares in Hong Kong Stock Exchange-listed Towngas China Company Limited, an investment platform within the Towngas Group focusing on piped city-gas projects in the PRC.

Pinsent Masons has advised Power Sector Assets and Liabilities Management Corporation (PSALM) in respect of the bidding for the privatization of the 1200-MW Ilijan Natural Gas-Fired Power Plant on 16 April 2010. The successful bidder was San Miguel Energy Corporation with a winning bid of US$870 million. PSALM is the state agency responsible for handling the sale of the Philippines ‘ National Power Corporation’s assets. The privatization involved the award of Independent Power Producer Administrator (IPPA) contracts and moves PSALM closer towards achieving its objective to transfer management and control of at least 70 percent of the total energy output of power plants under PSALM contract in the Philippines to IPPAs. Hong Kong partner John Yeap led the firm’s advisory team.

Rajah & Tann LLP is advising Singapore Stock Exchange-listed Yangzijiang Shipbuilding (Holdings) Ltd (Yangzijiang) in respect of its conditional US$77.6 million placement of new shares. The proceeds will be utilised to acquire a controlling 50.1 percent stake in PPL Holdings Pte Ltd (PPL Holdings) from Singapore Stock Exchange-listed Baker Technology Limited (Baker Technology). Yangzijiang, in collaboration with a Middle East investor and the Mediterranean Success Group Inc (MSG), has made an offer to Baker Technology to acquire 100 percent of PPL Holdings for approximately US$155 million. Baker Technology has up to 4 May 2010 to accept the offer. PPL Holdings’ crown jewel is its 15 percent stake in PPL Shipyard Pte Ltd, which is engaged in the design and construction of offshore drilling rigs. MSG is the investment holding vehicle of Yangzijiang’s non-executive director, Mr Yu Kebing. Partners Chia Him Huat and Danny C Lim led the firm’s advisory team. Rodyk & Davidson LLP acted for the Middle East investor.

Shin & Kim has advised Daewoo Securities, JP Morgan, Credit Suisse, Deutsche Bank, Woori Investment & Securities and Tong Yang Securities, as the underwriters, in respect of the KRW1.78 Trillion (US$1.56b) initial public offering of Korea Life Insurance Co Ltd. The offering consisted of a public offering in Korea and a Rule 144A and Regulation S issuance outside Korea, followed by the listing on the Korea Exchange. The IPO is the largest offering made by a Korea insurance company to date. Partners Woong-Soon Song and Jong-Ho Song led the transaction.

Stamford Law Corporation has advised JP Morgan (SEA) Limited (JP Morgan), acting as, among others, the Sole Global Coordinator, Sole Bookrunner, Joint Issue Manager and Joint Underwriter, in respect of the S$237 million (US$169m) IPO of PRC-based integrated vegetables processor China Minzhong Food Corporation Limited (Minzhong). The Singapore Stock Exchange-listed Minzhong has successfully completed its IPO of more than 197 million shares. If the over-allotment option is fully exercised by JP Morgan, gross proceeds will increase to S$272 million (US$198m). A major feature of the IPO is the institutional ownership consisting of the Government of Singapore Investment Corporation (GIC), as well as Olympus Capital, CMIA Capital Partners and OCBC Capital. The placement also saw the participation of global funds including Prudential Asset Management (Singapore) and Fidelity International as cornerstone investors. The deal is the largest initial public offering in Singapore so far for 2010.

Winston & Strawn has represented AIF Capital, an Asia-based independent private equity firm, in respect of its negotiation with UK-listed media group Aegis Group plc (Aegis) regarding Aegis’ strategic investment of around US$50 million in Charm Communications Inc. AIF Capital is an existing preferred shareholder in Charm Communications Inc, which has substantive advertising and media operations in China. Aegis’ investment was closed in January, 2010. The transaction was led by Hong Kong based partner Simon Luk.

WongPartnership LLP has acted as Singapore counsel for Bharti Airtel Limited in respect of the approximately US$7.5 billion grant from a consortium of lenders to Bharti Airtel International (Netherlands) BV (Bharti Netherlands) and Bharti International (Singapore) Pte Limited, in connection with the acquisition by Bharti Netherlands of the entire issued share capital of a leading African mobile operator Zain Africa BV, which is the African unit of the Zain Group. Partners Susan Wong, Choo Ai Leen and Tan Kay Kheng acted on the matter.

WongPartnership LLP has also acted for CapitaMall Trust (CMT) in respect of the establishment of their new US$2 billion Euro-Medium Term Note Programme and its issue of US$500 million 4.321% fixed rate notes due 2015. The deal marks CMT’s first foray into the eurobond market and was established alongside its existing local MTN programme. Partners Hui Choon Yuen and Colin Ong advised on the transaction.

In addition, WongPartnership LLP has acted as Singapore counsel for a group of banks headed by the Japan Bank for International Cooperation in respect of the approximately US$595 million financing granted to Indonesia’s independent power producer, PT Cirebon Electric Power (an Indonesian company in which Marubeni Corporation has equity stakes) to finance a power venture in Cirebon in West Java, Indonesia. This is the first new international independent power producer project to be financed in Indonesia since 1997. Partner Alvin Chia acted on the matter.

Further, WongPartnership LLP has acted for Standard Chartered Bank in respect of the US$80 million financing extended to three special purpose vehicles incorporated by ICON Leasing Fund Twelve LLC for the purchase of three vessels. The loan size has since been increased to US$94 million to finance upgrades of one of the vessels. Partner Alvin Chia acted on the matter.

Finally, WongPartnership LLP has acted for Ascendas Funds Management (S) Limited (in its capacity as the manager of Ascendas Real Estate Investment Trust) in its acquisition of DBS Asia Hub, a built-to-suit 9-storey business park facility for S$116 million (US$84.5m) at Changi Business Park. DBS Asia Hub has been awarded the “Green Mark Gold” rating as part of the Building and Construction Authority’s Green Mark Scheme, which evaluates a building for its environmental impact and its performance. Partners Dorothy Marie Ng and Tan Teck Howe acted on the matter.