Deals – 22 August 2013

Appleby has acted as Bermuda counsel for Industrial and Commercial Bank of China in respect of the provision of a term loan facility of up to US$108 million to BVI company Jetgo Development Ltd. The loan is guaranteed by Jetgo’s sole shareholder, Prosperity International Holdings (HK) Ltd, a Bermuda company listed on the HKSE, for Jetgo’s acquisition of the remaining shares of Prosperity Minerals Holdings Ltd (PMHL), a Jersey company whose shares are admitted to trading on the AIM. PMHL is an iron ore operator serving PRC and a real estate owner and developer in the same market. It is also an investor in two PRC cement manufacturers. The loan facility will provide funding to assist Jetgo in financing up to 90 percent of the total consideration of the share and option offer and any squeeze out of PMHL shares following the offer. Jetgo will finance the remaining 10 percent of the consideration from its internal cash resources. Partner Jeffrey Kirk led the transaction.

AZB & Partners is advising The Royal Bank of Scotland NV (RBS) in respect of an agreement with The Ratnakar Bank Ltd (RBL) pursuant to which RBL has agreed to acquire the business banking business, credit cards business and mortgage business of RBS in India. The proposed transaction is subject to receipt of approval from the Competition Commission of India. Partner Ashwin Ramanathan led the transaction which was signed on 8 August 2013 and is yet to be completed.

AZB & Partners is also advising My Home Industries Ltd in respect of its acquisition of 100 percent of the equity share capital of Sree Jayajothi Cements Ltd for an enterprise value of approximately US$235 million. Partner Alka Nalavadi led the transaction which was signed on 11 August 2013 and is yet to be completed.

Baker & McKenzie is advising KASIKORNBANK Public Company Ltd, as a financial advisor to Impact Exhibition Management Co Ltd, a subsidiary of Bangkok Land Public Company Ltd, in respect of the establishment of Impact Growth REIT. Its underlying assets will include Impact Exhibition Centre, Impact Challenger Hall, Impact Forum, and Impact Arena, one of the largest exhibition centers in Southeast Asia. The firm is also advising on the establishment of the REIT manager company and duties of the trustee. Wholly owned by Impact Exhibition Management Co Ltd, the newly established RMI Company Ltd has filed for approval with the Thai Securities and Exchange Commission to establish Impact Growth REIT and act as REIT Manager. Upon receiving approval from the appropriate authority, Impact Growth REIT is set to be the first REIT ever established in Thailand. Partners Sorachon Boonsong and Chaveewan Likhitwattanachai, assisted by partners Theppachol Kosol, Aek Tantisattamo and Duangkamon Amkaew, led the transaction. International Legal Counsellors Thailand is representing Impact Exhibition Management Co Ltd.

Clayton Utz has advised Dick Smith Electronics Pty Ltd in respect of a Retail Brand Management Agreement (RBMA) that will see it operate from 1 October this year as “David Jones Electronics Powered by Dick Smith”. The agreement was announced to the market on 12 August 2013. The RBMA is exclusive to David Jones and is for an initial three-year term. It covers Dick Smith Electronics products including televisions, computers, tablets, home office, audiovisual and other digital products. Partner Jonathan Algar led the transaction.

Conyers Dill & Pearman has advised NetDragon Websoft Inc and 91 Wireless, the largest third-party distributor of apps in China by active users, in respect of a US$1.9 billion takeover by Baidu Inc, owner of the largest search engine in China. Baidu has agreed to buy 91 Wireless for US$1.9 billion from NetDragon, a Cayman Islands company listed on the HKSE, and certain other shareholders. The transaction constitutes a very substantial disposal and a connected transaction and is subject to the approval of NetDragon’s independent shareholders. Partner David Lamb led the transaction. Han Kun Law Offices, led by Charles Li, Estella Chen, Gloria Xu and Rae Liu, advised Baidu.

Desai & Diwanji has advised the acquirers (including domestic and foreign funds) and merchant-banker ICICI Securities Ltd in respect of an open offer of the shares of Intec Capital Ltd, a Delhi-based non-banking financial company. The open offer is for approximately INR522 million (US$8.24m). The public announcement was submitted to BSE on 13 August 2013. The open offer is triggered by SEBI’s takeover code. Partner Srishti Ojha led the transaction.

DLA Piper has advised Fortescue Metals Group (FMG) in respect of a US$1.5 billion investment in its FMG Iron Bridge Joint Venture, which was established to develop the FMG Iron Bridge Project. The deal will see Formosa Plastics Group (Formosa) acquire a 31 percent interest in the JV. Formosa is Taiwan’s largest private company whilst FMG is listed in the S&P/ASX30 share index and is the world’s fourth largest iron ore producer. The FMG Iron Bridge Project encompasses the world-class North Star and Glacier Valley iron ore deposits, located 100km south of Port Headland in Western Australia. The project is underpinned by a combined iron ore resource of 5.2 billion tonnes. Under the arrangements, Formosa will fund construction of Stage One of the project, which will commence on completion of the transaction. The company will also participate in Stage Two and will agree to purchase up to three mtpa of iron ore at market prices to supply its integrated steel mill at Ha Tinh in Vietnam, when commissioned. Partners Jim Holding and Stephen Webb led the transaction.

Khaitan & Co has advised Sasikala Raghupathy and Edelweiss Securities Ltd in respect of the sale of approximately 3.11 percent of the paid up equity share capital of BGR Energy Systems Ltd through the stock exchange mechanism for a total consideration of approximately US$3.5 million. BGR Energy Systems Ltd is a leading company supplying the systems and equipment and turnkey engineering project contracting. Partner Nikhilesh Panchal and executive director Sudhir Bassi led the transaction.

Khaitan & Co has also advised Otsuka Pharmaceutical Factory Inc and Mitsui & Co Ltd in respect of the transfer of Claris Lifesciences Ltd’s infusions business to Claris Otsuka Ltd, and thereafter, Otsuka and Mitsui’s investment in Claris Otsuka Ltd to form a 3-way strategic joint venture for a total consideration of approximately US$170 million. Otsuka is a pharmaceutical company that specialises in the manufacturing and marketing of intravenous solutions and parenteral nutrition products. Mitsui is one of the most diversified and comprehensive trading, investment and service enterprises in the world. Partner Bhavik Narsana led the transaction.

Rajah & Tann has advised Mitsui & Co Ltd in respect of its acquisition of 19.9 percent of the shareholding in Medini Iskandar Malaysia Sdn Bhd (MIM) from Iskandar Investment Berhad (IIB) and United World Infrastructure LLC (UWI). Mitsui acquired, through a wholly-owned subsidiary, 14.99 percent and 5 percent of the shareholding in MIM from IIB and UWI, respectively. MIM is responsible for the urban development of the Medini district in the Iskandar development region located in Johor, Malaysia. The Medini district is marked as the central business district of Nusajaya. Mitsui is one of the largest corporate conglomerates in Japan and one of the largest publicly traded companies in the world. IIB, a commercial investment holding company overseeing the development of the Iskandar development region, is owned by, among others, Khazanah Nasional Berhad, the investment holding arm of the Government of Malaysia, and the Johor state government. UWI is an urban development company. Partners Lim Wee Hann and Tan Chon Beng led the transaction which was announced on 31 May 2013 and is yet to be completed. Christopher & Lee Ong (formerly known as Kamilah & Chong), led by partner Yon See Ting, acted as Malaysian counsel. MIM was represented by Kadir Andri & Partners.

Shook Lin & Bok has acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of Suntec Real Estate Investment Trust (Suntec REIT), in respect of securing a S$500 million (US$391.35m) five-year unsecured loan facility with Australia and New Zealand Banking Group Ltd, Citibank NA Singapore Branch, Commonwealth Bank of Australia Singapore Branch, DBS Bank Ltd, Standard Chartered Bank and United Overseas Bank Ltd (the original lenders) to, inter alia, repay Suntec REIT’s existing S$350 million (US$274m) loan and for Suntec REIT’s general corporate funding purposes. Partners Tan Woon Hum and Andrea Ng advised on the transaction.

WongPartnership has acted for Swiber Holdings Ltd (SHL) in respect of the issue of S$150 million (US$117.48m) 6.5 percent trust certificates due 2018 by Swiber Capital Pte Ltd, a wholly-owned subsidiary of SHL, under its US$500 million multi-currency islamic trust certificates issuance programme. DBS Bank Ltd and Maybank Kim Eng Securities Pte Ltd acted as joint book-runners whilst Bank Islam Brunei Darussalam Berhad, DBS Bank Ltd and Maybank Kim Eng Securities Pte Ltd acted as joint lead managers for the issuance of the trust certificates. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership LLP is also acting for the Northstar Group in respect of its acquisition of Hersing Corporation Pte Ltd’s real estate agency business, which includes the “ERA Real Estate” franchise in Singapore and the Asia Pacific region covering 18 countries and the “Coldwell Banker Real Estate” franchise in Singapore. Partners Andrew Ang, Milton Toon and Christy Lim led the transaction.