|Allen & Gledhill LLP has advised Singapore Technologies Engineering Ltd (ST Engineering) and its wholly-owned subsidiary ST Engineering Financial I Ltd (STEF-1) in respect of STEF-1’s issuance of US$500 million 4.8 percent notes due 2019, under its US$1.2 billion multicurrency medium term note programme. The notes are unconditionally and irrevocably guaranteed by ST Engineering. Partners Tan Tze Gay and Glenn Foo led the firm’s team in advising both parties as to Singapore law regarding the establishment of the programme and the issue of the notes.
Allen & Gledhill LLP has also acted for CapitaCommercial Trust Management Limited (CCTML), the manager of CapitaCommercial Trust (CCT), in connection with the fully underwritten renounceable rights issue which raised gross proceeds of approximately S$828.3 million (approx US$573.8m). Unitholders of CCT, the largest listed commercial REIT in Singapore, were entitled to subscribe for one new unit in CCT for every one existing unit held as at the book’s closure date, at a value of S$0.59 per rights unit. Partners Jerry Koh and Chua Bor Jern were involved.
Allens Arthur Robinson has acted for multinational textile technology and chemical company Royal Ten Cate (RTC) in connection with its sale of a 50 percent joint venture interest to JV partner Noel P Hunt International Limited. The sale of the interest, valued at A$40 million (approx US$35.5m), includes RTC’s Australian geofabrics business and required involvement from parties in various jurisdictions including the United States, the Netherlands, South Africa, Austria and Australia. Melbourne-based partners Steve Clifford and Tim Golder worked on the transaction.
Allens Arthur Robinson has also acted for the lenders in respect of two recent major toll-road refinancing transactions by Transurban Group. The transactions relate to Sydney’s M1 Eastern Distributor (M1) and Hills M2 motorways (M2), with refinancing values of A$515 million (approx US$419.3m) and A$465 million (approx US$378.6m) respectively. The firm’s Melbourne-based team advised the new M1 lenders (ANZ, Commonwealth Bank of Australia, Westpac, Calyon, Mizuho and The Bank of Tokyo Mitsubishi UFJ) and the new M2 lenders (the Commonwealth Bank of Australia, Westpac, NAB, Calyon and The Royal Bank of Scotland), whilst the Sydney legal team advised the existing M1 and M2 lenders. Partner Simon Lynch led the Melbourne-based team, whilst tax partners Martin Fry and Adrian Chek advised the new lenders on tax and stamp duty issues respectively. The firm’s Sydney-based team was led by partner Phillip Cornwell. Freehills acted for Transurban Group whilst Clayton Utz acted for NSW’s Road Traffic Authority.
Finally, Allens Arthur Robinson has acted for the joint lead managers and underwriters – Deutsche Bank, Goldman Sachs JBWere and Merrill Lynch – in connection with the A$2 billion (approx US$1.63b) institutional placement by National Australia Bank (NAB). Under the terms of the placement, which was announced on 22 July 2009, NAB will offer up to A$750 million (approx US$611m) of shares under a non-underwritten share purchase plan. The firm’s team was led by partner and co-head of equity capital markets, Robert Pick. Sidley Austin acted as US counsel to the joint lead managers and underwriters. Mallesons Stephen Jaques advised NAB as to Australian law, whilst Sullivan & Cromwell acted as NAB’s US counsel.
AZB & Partners has advised Fonterra Brands (Mauritius Holdings) Limited in relation to the sale of its 49 percent shareholding of the equity share capital, and 49 percent share of the preference share capital, in Britannia New Zealand Foods Private Limited. The sale to Britannia Industries Limited was completed on 9 July 2009, with the value of the deal remaining confidential. Partner Abhijit Joshi led the firm’s team.
AZB & Partners has also acted as Indian counsel to the joint global coordinators and joint bookrunners – CLSA India Limited and Deutsche Equities India Private Limited – in respect of the Qualified Institutional Placement of 34.45 million equity shares by Bajaj Hindusthan Limited (Bajaj). Completed on 1 July 2009, the QIP raised approximately US$1.5 billion. Partner Shameek Chaudhuri led the firm’s team, whilst Allen & Overy acted as US legal advisors to the joint global coordinators and joint bookrunners. S&R Associates acted as the domestic legal advisors to Bajaj
Baker & McKenzie has acted for Nissan Motor Co Ltd, Japan in connection with the structuring and establishment of its joint venture with Kjaer Group A/S, Denmark to form Nissan Vietnam Co Ltd (NVL). Having started operations in December 2008, NVL has begun importing and distributing Nissan vehicles, parts and accessories through its dealers and will begin local production and subsequently launch its first model assembled in Vietnam by 2010. Ho Chi Minh-based corporate partner Fred Burke led the firm’s advisory team.
Baker & McKenzie has also represented Perth-based engineering and construction company Clough Limited in relation to the sale of its 81.95 percent interest in the listed Indonesian company PT Petrosea TBK, to PT Indika Energy TBK. Led by Luke Devine in Indonesia and Anthony Whelan and Simon De Young in Australia, the firm advised the company on the sale strategy, project management, due diligence and documentation of the transaction, which was completed on 7 July 2009. Final proceeds amounted to US$83.8 million.
Davis Polk & Wardwell LLP has advised the underwriters – Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Deutsche Bank AG, Singapore Branch, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co International plc and Samsung Securities Co Ltd – in respect of an SEC registered Schedule B debt offering by The Export-Import Bank of Korea, an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises in conducting overseas business. The offering is valued at US$1.5 billion in aggregate principal amount of its 5.875% notes due 2015. Partners Eugene C. Gregor (Tokyo), Show-Mao Chen (Beijing) and James C. Lin (Hong Kong) advised on the offering, whilst London-based partner John D. Paton provided tax advice. The Export-Import Bank of Korea was advised by Cleary Gottlieb Steen & Hamilton LLP as to US law, whilst Kim & Chang acted as the bank’s Korean counsel.
Drew & Napier LLC has acted for DBS Ltd in connection with a recent share placement agreement with MIDAS Holdings Limited, a leading manufacturer of aluminium alloy extrusion products primarily for the rail transportation sector in the PRC. The private placement of 100 million new shares raised approximately S$90 million (approx US$62.3m). The option to place an additional 20 million new shares, in the event the 100 million shares were fully subscribed to, was exercised with all shares successfully placed. The firm’s director Marcus Chow led the advisory team.
Freshfields Bruckhaus Deringer has advised MAN on its acquisition of a 25 percent stake in China’s largest manufacturer of heavy trucks, Sinotruk. Valued at €560 million (approx US$794.2m), the deal enables a long-term strategic cooperation between the two market leaders to develop and produce heavy trucks in China that are geared to the needs of emerging markets, and for MAN to licence certain technology to Sinotruk. The firm’s team was led by Beijing managing partner Christopher Wong, Shanghai-based partner Antony Dapiran and Asia corporate head Rob Ashworth, with Hong Kong-based partner Connie Carnabuci providing intellectual property and antitrust advice on the deal.
Kim & Chang has advised DIP Holdings Co Ltd (DIP) and Odin Holdings Inc (Odin) in respect of their respective purchases of a stake in SRS Korea Co Ltd (SRS), a leading fast food restaurant/concession business operator in Korea. The sale by Doosan Corporation (Doosan) was valued at a total purchase price of around KRW 110 billion (approx US$87.9m), and formed part of Doosan’s internal restructuring. DIP and Odin now respectively hold 51 percent and 49 percent interests in SRS. Partners S.Y. Park, S.J. Yoon and J.H. Cheong were key advisors to the transaction.
Mallesons Stephen Jaques has advised HSH Financial Services Limited, a wholly-owned subsidiary of luxury hotel and property group The Hongkong and Shanghai Hotels Limited (HSH), in respect of a HK$1.225 billion (US$129m) term loan facility, which has been guaranteed by HSH. Led by partner Steven Christopher, the firm helped the borrower structure, negotiate and document the facility with a group of seven international banks including Australia and New Zealand Banking Group Limited, Bank of China (Hong Kong) Limited, The Bank of Tokyo-Mitsubishi UFJ Ltd, Calyon, HSBC, Industrial and Commercial Bank of China (Asia) Limited and Standard Chartered Bank (Hong Kong) Limited. Amongst other things, the proceeds of the facility will be used for refinancing existing indebtedness and for general corporate purposes.
Slaughter and May has advised China Environment Fund III, LP (CEF III), which is part of a series of three venture capital funds in the PRC focusing on cleantech and environmental-related investments, in relation to its subscription for new ordinary shares in Neo-Neon Holdings Limited (Neo). The transaction, issued under its general mandate for a total purchase price of up to US$30 million, will give CEF III an 11.3 percent interest in Neo, which is principally engaged in the research, development, design, manufacturing and distribution of general and decorative lighting products. Benita Yu led the firm’s team.
Slaughter and May has also advised MTR Corporation Limited (MTR) in relation to a project agreement with the Government of Hong Kong (the Government) for the financing, design, construction, completion, testing and commissioning of the West Island Line. The agreement, executed on 13 July 2009, involves a HK$12.25 billion (approx US$1.6b) capital grant from the Government subject to a claw-back mechanism requiring MTR to repay, with interest, any difference between certain estimated and actual project costs. The total project cost is estimated to be around HK$15.4 billion (approx US$2 billion), with approximately 6,600 individuals to be employed during the construction phase (between 2009 and 2014). The firm’s team was led by partner Jason Webber whilst the MTR in-house legal team was led by Gill Meller.
Stamford Law is advising landlord Orchard Central Pte Ltd, part of Far East Organization, on the leasing of over 300 retail and F&B units in Singapore’s newest shopping centre in Orchard Road, Orchard Central. The 13 storey shopping centre is one of six malls for which the Far East Organization has allocated 5 percent of rental space for its “Rental Space for Equity Programme”, the first of its kind in the Singapore retail market. Under the scheme, which aims to support entrepreneurs, tenants will be able to issue redeemable, convertible, cumulative preference shares to the landlord in lieu of monthly base rent. The shares are convertible into ordinary shares, meaning that Far East Organization will have a stake in the business of its tenants. Director Ng Joo Khin is heading the advisory team.
Stamford Law is also advising landlord Marina Bay Sands Pte Ltd on the leasing of over 300 retail and F&B units in the Marina Bay Sands Shoppes, which is part of the US$5 billion Marina Bay Sands Integrated Resort due to open at the beginning of 2010. These retail malls include high end shopping areas with world famous brands, Michelin chef restaurants and the unique skypark linking the three hotel tower tops together. Director Yap Wai Ming is leading the firm’s team.
WongPartnership LLP has represented Changi Airports International Pte Ltd (CAI), a wholly-owned subsidiary of Changi Airport Group (Singapore) Pte Ltd, in connection with its 26 percent investment stake in Bengal Aerotropolis Projects Limited (BAPL). This is CAI’s first investment in an Indian greenfield airport city project, with BAPL having entered into a joint venture development agreement relating to the development of an aerotropolis (which will incorporate a township, industrial park, IT park and logistics hub) in West Bengal, India. Partners Ng Eng Leng and Annabelle Yip led the transaction.
WongPartnership LLP has also acted as Singapore counsel to the joint lead managers, JP Morgan (SEA) Limited and Morgan Stanley Asia (Singapore) Pte, and the initial purchasers JP Morgan Securities Inc and Morgan Stanley & Co Incorporated, in connection with the offering by Singapore company Verigy Ltd of up to US$138 million convertible senior notes. Verigy Ltd’s ordinary shares are listed on the NASDAQ Global Select Market. Partners Rachel Eng, Tan Kay Kheng and Colin Ong led the transaction.
Additionally, WongPartnership LLP has acted for Singapore Medical Group in respect of its initial public offering of shares and listing on Catalist, the sponsor-supervised listing platform operated by Singapore Exchange Securities Trading Limited. The IPO was conducted through a pure placement exercise of 25.6 million placement shares. Partners Raymond Tong and Karen Yeoh led the transaction.
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David Miles remembered
We mourn the passing of a remarkable lawyer and dear friend.