|Allen & Gledhill has advised DBS Bank Ltd in respect of the pricing of the issue of S$1 billion (US$794m) fixed rate subordinated notes due 2022. The notes will initially bear a fixed coupon of 3.3 per cent per annum with interest payable semi-annually. The notes were issued on 21 February 2012 and are expected to qualify as Lower Tier 2 capital of DBS, subject to the requirements of the Monetary Authority of Singapore. DBS was the lead manager whilst Goldman Sachs (Singapore) Pte and Merrill Lynch (Singapore) Pte Ltd were the co-managers. Partner Glenn Foo led the transaction.
Allen & Gledhill has also advised Keppel Corporation Ltd in respect of the increase in the size of its multicurrency medium term note programme from US$600 million to US$1.2 billion, under which Keppel has issued S$400 million (US$318m) 3.145 per cent fixed rate notes due 2022. DBS Bank Ltd was the sole lead manager and book-runner. Partner Glenn Foo also led the transaction.
Allens Arthur Robinson has advised Tabcorp Holdings Ltd, one of Australia’s leading wagering, gaming and entertainment groups, in respect of its A$200 million (US$213m) offer of unsecured, subordinated notes to be listed on the ASX. Tabcorp, one of Australia’s top 100 ASX-listed companies by market capitalisation, announced the offer on 14 February 2012. The notes will pay a floating rate of interest equal to a fixed margin above the three-month bank bill rate, subject to deferral in certain circumstances. Following strong support from brokers and institutional investors, Tabcorp brought forward the book-build to determine the margin to 15 February 2012 – previously scheduled for 21 February 2012 – and set the margin at 4 per cent per annum at the bottom end of the range. Partners Robert Simkiss and Robert Pick led the transaction. Mallesons advised the joint lead managers.
Amarchand & Mangaldas & Suresh A Shroff & Co has acted for India Equity Partners (which had invested in the company through Mulith Equity Holdings Ltd Mauritius) in respect of a private equity investment by General Atlantic Singapore Fund Pte Ltd in Fourcee Infrastructure Equipments Private Ltd, by way of a primary investment as well as the purchase of the entire shareholding of Mayfield FVCI Ltd. India Equity Partners, another private equity investor, was and continues to be an existing shareholder in Fourcee, having invested approximately US$25 million in October 2010. The approximate value of the entire investment (primary and secondary) by General Atlantic Singapore Fund Pte Ltd is US$104 million. The shareholders’ agreement was signed on 21 December 2011 whilst closing date was 11 January 2012. Partner Reeba Chacko led the transaction. Wadia Ghandy Bangalore represented General Atlantic Singapore Fund Pte Ltd, Alliance Legal Mumbai represented Fourcee Infrastructure Equipments Private Ltd and Economic Law Practice Mumbai represented Mayfield FVCI Ltd.
Amarchand & Mangaldas & Suresh A Shroff & Co has also advised Marico Ltd in respect of the acquisition of the personal care business of Paras Pharmaceuticals Ltd from the Reckitt Benckiser Group. Pursuant to the acquisition, all key assets, including intellectual property rights, supply agreements and third party manufacturing agreements relating to the personal care business, shall be transferred to a separate company in which Marico will acquire 100 per cent shares. Accordingly, key brands of the business being “SetWet”, “Zatak” and “Livon” shall be transferred to Marico. Partner Leena Chacko led the transaction which was signed on 15 February 2012 and is expected to close by May 2012. PRA Law Offices advised Reckitt Benckiser.
Ashurst has advised Ichthys LNG Pty Ltd (Ichthys LNG) in respect of the sale of its entire LNG output of 8.4 million tonnes per annum (mtpa) from its Ichthys LNG Project. INPEX Corporation and TOTAL are the principal sponsors of the US$34 billion Australian project. LNG sales and purchase contracts (SPAs) were concluded in December 2011 and January 2012 with several electric power companies, including INPEX and TOTAL affiliates. The conclusion of the long term SPAs paved the way for the final investment decision of the Ichthys LNG project, which was announced on 13 January 2012. Approximately 70 per cent of the LNG is destined for Japan. Partner Rupert Burrows led the transaction.
AZB & Partners is advising GLG Financials Fund in respect of the public offer of approximately 6.4 million equity shares of Multi Commodity Exchange of India Ltd through an offer for sale by Financial Technologies (India) Ltd, State Bank of India (Equity), GLG Financials Fund, Alexandra Mauritius Ltd, Corporation Bank, ICICI Lombard General Insurance Company Ltd and Bank of Baroda. The red herring prospectus was filed on 10 February 2012 and the deal is yet to be completed. Total consideration for the transaction will be determined post closure of the IPO. Partner Shameek Chaudhuri is leading the transaction.
Baker & McKenzie has advised HKSE-listed Li Ning Company Ltd, one of the leading sports brand enterprises in the PRC, in relation to its issue of convertible bonds in an aggregate principal amount of RMB750 million (US$119m), which are convertible into shares in the capital of the company. Convertible bonds in the principal amount of RMB561 million (US$89m) were issued to an affiliate of TPG Asia Inc and convertible bonds in the principal amount of RMB189 million (US$30m) were issued to an investment vehicle managed by a private equity investment arm of the Government of Singapore Investment Corporation. Partner Rossana Chu led the transaction.
Clifford Chance has advised Dragone Entertainment GmbH, a leader in the creation and production of live theatrical shows, in respect of its 10-year strategic cooperation with Dalian Wanda Group, a leading commercial real estate developer in China. The strategic cooperation involves establishing a joint venture between the parties to develop, produce and operate live theatrical shows of an unprecedented scale and quality in China, to be staged in properties developed and managed by the Dalian Wanda Group. Partner Terence Foo led the transaction.
Clifford Chance has also advised the Government of Singapore Investment Corporation (GIC) in respect of the RMB189 million (US$30m) investment by its affiliate in convertible bonds in HKSE-listed Li Ning Company Ltd, a leading sports brand enterprise in China. GIC is an existing investor in Li Ning and this investment, which was made alongside a larger investment by TPG, takes GIC’s aggregate investment (together with its affiliates) to approximately 8 per cent of the fully diluted share capital of Li Ning, assuming the bonds are fully converted. Partner Simon Cooke led the transaction.
Dhir & Dhir Associates has acted as lenders’ legal counsel to a consortium of lenders led by Power Finance Corporation Ltd in respect of additional financial assistance of approximately INR945 million (US$20m) to Dans Energy Ltd for its proposed 96MW (2×48) hydro electric power project at Sikkim. Girish Rawat and Ayanka Singh advised on the matter.
Freshfields Bruckhaus Deringer has advised HKSE-listed property developer Shui On Land Ltd in respect of an issue of US$400 million senior notes issued by Shui On Development Ltd, a wholly-owned subsidiary of Shui On Land Ltd. The net proceeds will be used principally to fund capital expenditure related to the group’s real estate operations and to repay existing indebtedness. Partners Calvin Lai and Andrew Heathcote led the transaction.
IfflaWade, Middletons and Adnan Kelana Haryanto & Hermanto have advised PT Tower Bersama Infrastructure Tbk in respect of the purchase and leaseback of 2,500 towers from PT Indosat Tbk. Jeremy Wade, Chris Scott and Andy Kelana led the transaction which has an upfront consideration of US$406 million made up of cash and shares and a maximum potential deferred payment of US$113 million.
Khaitan & Co has advised ICICI Bank Ltd in respect of the restructuring of existing advances made to the overseas subsidiary of Sona Okegawa Precision Forgings Ltd as part of overseas acquisition financing. ICICI Bank is India’s largest private sector bank, with a network of 2,532 branches in India, and has a presence in 19 countries. Partner Shishir Mehta advised the client on the transaction.
Khaitan & Co has also advised CPA Global Jersey (CPA Gobal) in respect of the Indian leg of the sale of CPA Global by Intermediate Capital Group (ICG) and the founder shareholders to Cinven. CPA Global is a leading provider of legal process outsourcing and the world’s top intellectual property management specialist. Partner Kalpana Unadkat represented the client on the transaction.
Latham & Watkins is advising energy and infrastructure company PT Dian Swastatika Sentosa Tbk (DSS) in respect of the proposed sale of its 67 per cent stake in Indonesia Stock Exchange listed PT Golden Energy Mines Tbk (GEM) to United Fiber System Ltd (UFS) for S$1.55 billion (US$1.23b). SGX-listed UFS will issue new shares as consideration for the proposed acquisition, resulting in DSS acquiring 92.8 per cent of UFS’s enlarged share capital (without taking into account certain other share issuances contemplated) if the proposed acquisition is completed. The proposed acquisition, if completed, will result in the reverse takeover of UFS by DSS, and is subject to definitive documentation and regulatory approvals. Partner Sin Chei Liang is leading the transaction.
Mayer Brown JSM has advised IFC Development Ltd (IFC Development) in respect of a HK$10 billion (US$1.29b) 3-year syndicated term loan facility to IFC Development Corporate Finance Ltd. The facility is one of the largest Hong Kong dollar corporate syndicated loans raised recently. It was supported by a consortium of 17 leading international and local financial institutions, including Bank of China, Bank of Tokyo-Mitsubishi UFJ and HSBC. The facility will partially refinance the HK$17.35 billion (US$2.24b) term loan facility of IFC Development in 2007.Partner Francis Chen led the transaction.
Minter Ellison is advising Taurus Mineral (Taurus) in respect of the A$2.18 billion (US$2.32b) downstream takeover offer for Extract Resources (Extract) and the US$1.175 billion financing facility from China Development Bank. Taurus, owned by Chinese state-owned CGNPC Uranium Resources Company (CGNPC-URC) and PRC-based China Africa Development (CAD) Fund, is to make a downstream takeover offer for Extract. This offer follows on from Taurus’ successful upstream £632 million (US$991m) offer for Kalahari Minerals plc which has an approximately 42.5 per cent holding in Extract. Having gained control of Kalahari, Taurus is now required under Australian law to make a takeover offer for Extract. The Extract bid is being partially funded by a US$1.175 billion financing facility from China Development Bank. Partner Marcus Best is leading the transaction.
Minter Ellison has also advised Melbourne-based Plenary Group in respect of its A$139 million (US$148m) investment, together with Canadian pension fund Caisse, in five local public-private partnerships. Caisse, one of Canada’s largest funds, has taken stakes in five PPPs managed by Melbourne-based Plenary, including the Melbourne Convention Centre and Australian Defence Force accommodation units. Partner Ben Liu led the transaction whilst Herbert Geer, led by Martin Irwin and Michael Truelove, advised Caisse.
Nishith Desai Associates has acted as Indian legal and tax counsel to Endurance Technologies Private Ltd (Endurance), formerly known as Endurance Technologies Ltd, in respect of the acquisition by Actis Investment Holdings No. 122 Ltd of a stake in Endurance from Standard Chartered Private Equity (Mauritius) II Ltd. Endurance is an automotive component manufacturing company in India and is engaged in the manufacturing and supply of diverse range of components for two-wheelers, three-wheelers, passenger vehicles.
Rahmat Lim & Partners, an associate firm of Allen & Gledhill, has advised Temasek Holdings (Private) Ltd in respect of the conditional lease purchase agreements entered into by Pulau Indah Ventures Sdn Bhd and Nuri Merdu Sdn Bhd with Pulau Lima Ventures Sdn Bhd and Pulau Sibu Ventures Sdn Bhd, the vendors of different parts of the lands in Iskandar Malaysia in Johor. Pulau Indah is a 50-50 joint venture between Khazanah Nasional Berhad and Temasek Holdings (Private) Ltd). Nuri Merdu is the joint venture company of Pulau Indah and Galaxy Prestige Sdn Bhd. The agreements are for the acquisition of the lease over the lands and the development of the same by Pulau Indah and Nuri Merdu. Partner Lee Yee Ling led the transaction.
Shearman & Sterling has advised the underwriters (composed of Citigroup Global Markets Inc, Banc of America Merrill Lynch, The Hongkong and Shanghai Banking Corporation Ltd, UBS AG Singapore Branch and Barclays Bank PLC) in respect of the offering of US$1 billion in aggregate principle amount of 5.4 per cent guaranteed senior notes due 2022 of Reliance Holding USA Inc, a wholly-owned subsidiary of Reliance Industries Ltd (RIL). The notes are guaranteed by RIL, the largest private sector company in India. The transaction is the first corporate bond from India in 2012 and first since August 2011. It is the largest high-grade private corporate issuance in the oil and gas sector from Asia (including Japan and Australia) and the emerging markets in the last 12 months. Partner Kyungwon (Won) Lee led the transaction.
Shook Lin & Bok has acted for WPP Group in respect of the acquisition by its wholly-owned full-service digital marketing agency, VML Inc, of a majority stake in Qais Consulting (Qais), a leading digital marketing agency in Singapore. Qais will join its business operations with VML and rebrand as VML Qais, which will operate as part of Y&R Asia. Partner David Chong led the transaction.
Stamford Law is advising SGX-ST listed Duty Free International Ltd in respect of a RM325 million (US$107.3m) sale of its business interests in The Zon Johor Bahru, the exclusive downtown duty-free zone in Johor Bahru and one of the largest duty-free zone properties in Malaysia spread out over 14 acres of prime waterfront land. The purchaser is a subsidiary of Berjaya Assets Berhad, a listed corporation on the Bursa Malaysia Securities Berhad and part of the Berjaya Group. As part of the sale, Duty Free will retain its duty free business in the import, supply and sale of certain goods within The Zon for a period of 25 years and will continue to operate from its current premises. Partner Yap Wai Ming is leading the transaction.
Stamford Law is also advising Mainboard-listed ecoWise Holdings Ltd in respect of its share placement to raise S$5.3 million (US$4.2m). ecoWise is a renewable energy and integrated environmental solutions provider. Part of the proceeds from the placement will be used to fund ecoWise’s acquisition of a 20 per cent equity interest in China-UK Low Carbon Enterprise Co Ltd, which provides management consulting and management consultation services to various enterprises. The transaction team was led by Bernard Lui and Lim Swee Yong.
Sullivan & Cromwell is representing Billabong International Ltd (Australia) in respect of the acquisition of an interest in Nixon Inc by an investor group (which includes Trilantic Capital Partners) and the management of Nixon Inc from Billabong for an undisclosed amount. The transaction was announced on 16 February 2012. Partners Eric Krautheimer, Ronald Creamer Jr, David Spitzer and Juan Rodriguez are leading the transaction.
Sullivan & Cromwell is also representing Wells Fargo & Company in respect of its acquisition of the North American reserved-based and related diversified energy lending business of BNP Paribas. The deal, which was announced on 21 February 2012, is subject to regulatory approvals and other customary closing conditions and is expected to close in the second quarter of 2012. Partners Stephen Kotran and Dennis Sullivan are leading the transaction.
Tay & Partners has advised iDimension Consolidated Berhad in respect of its IPO on the ACE Market of Bursa Malaysia. iDimension is a leading software solution provider for the manufacturing industry. Its forte is in the semiconductor industry. The company offered 38.23 million new shares and 7 million shares. OSK Investment Bank is the principal advisor, sponsor, underwriter and placement agent.The prospectus was launched on 25 October 2011. Tay Beng Chai and Teo Wai Sum led the transaction.
Tay & Partners has also advised Tham Assets (M) Sdn Bhd in respect of the sale of Megapower Group of companies to Legrand Nederlands BV, a leading global company in wiring devices, cable management and power distribution. Tay Beng Chai and Lim Poh Ling led the transaction which was valued at approximately RM250 million (US$82.5m).
White & Case, led by partner Donald Baker, and Maples and Calder, led by partner Simon Firth, have advised Odebrecht Finance in respect of its issue of US$300 million worth of notes, boosting a current run of debt issuances in Brazil. The notes are guaranteed by Construtora Noberto Odebrecht, Latin America’s largest engineering and infrastructure company. The deal, which closed on 26 January 2012, saw the financial unit of Brazilian engineering and construction company Odebrecht raise US$300 million. Clifford Chance, led by partner Anthony Oldfield, and Brazilian firm Souza, Cescon, Barrieu & Flesch Advogados, led by partners Alexandre Gossn Barreto and Ronald Herscovici, advised the bookrunners, namely Credit Suisse, Deutsche Bank and Goldman Sachs.
WongPartnership has acted for Keppel Land Ltd in respect of the acquisition of a company that owns a prime commercial and office property located in the Chaoyang district in Beijing, PRC. The transaction represents Keppel Land’s first commercial development project in Beijing. Partners Joseph He and Gerry Gan acted on the matter.
WongPartnership has also acted for Cambridge Industrial Trust Management Ltd and Cambridge-MTN Pte Ltd in respect of the establishment of Cambridge Industrial Trust’s S$500 million (US$397m) multicurrency medium-term note programme. Australia and New Zealand Banking Group Ltd was the arranger and the dealer of the programme. Partners Colin Ong and Trevor Chuan acted on the matter.
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