Deals – 23 March 2012

Allen & Gledhill has also advised Oversea-Chinese Banking Corporation Ltd (OCBC Bank) in respect of its issue of US$1 billion in aggregate principal amount of 1.625 percent senior bonds due 2015. Citigroup Global Markets Singapore Pte Ltd acted as global coordinator and OCBC Bank, Citigroup, Credit Suisse (Singapore) Ltd and Morgan Stanley Asia (Singapore) Pte acted as joint lead managers and bookrunners. CIMB Bank (L) Ltd and Daiwa Capital Markets Hong Kong Ltd acted as co-managers. Partners Tan Tze Gay and Glenn David Foo led the transaction.

Allen & Overy has advised Ek-Chai Distribution System Co Ltd (Tesco Lotus), Krung Thai Asset Management public company Ltd and TGLF in respect of the IPO and listing on the Stock Exchange of Thailand of Tesco Lotus Retail Growth Freehold and Leasehold Property Fund (TLGF) which was completed on 19 March 2012. The IPO raised approximately US$598M, making the offering Thailand’s largest property fund IPO in history and the largest IPO in the country since July 2006. It is also the second largest IPO in Asia this year. Partner Suparerk Auychai led the transaction.

Amarchand & Mangaldas has advised Sequoia Capital in respect of the partial sale of its investment in Vasan Health Care Private Ltd (Vasan Health Care), which is in the business of providing outpatient driven dental and eye care health services, to entities affiliated to Government of Singapore Investment Corporation (GSIC). The deal involved a primary and secondary investment by GSIC into Vasan Health Care. The secondary transaction involved purchase of securities by GSIC from a Sequoia Capital entity, the promoters of Vasan Health Care and a few other key employees and doctors engaged by Vasan Health Care. Partners Reeba Chacko and Arjun Lall led the transaction which was completed on 14 March 2012. AZB & Partners advised Government of Singapore Investment Corporation whilst HSB Partners advised Vasan Health Care Private Ltd.

Amarchand & Mangaldas has also advised Manappuram Finance Ltd, a non-banking financial company involved primarily in the business of lending against gold pledged, hire purchase and personal loans, in respect of shareholder arrangements pursuant to the sale and purchase of shares by PE investors led by Baring India, Sequoia Capital and Siguler Guff on the stock exchanges. Partner Arjun Lall led the transaction which was signed on 14 March 2012. Baring India and Sequoia Capital were represented by Luthra & Luthra Law Offices.

AZB & Partners has advised a group company of Amneal Pharmaceuticals in respect of an approximately US$27 million external commercial borrowing availed by the company from Bank of Baroda (London) and Union Bank of India (Hong Kong). Partner Sai Krishna Bharathan led the transaction which was signed on 4 January 2012.

AZB & Partners has also advised L Capital in respect of its acquisition of 8 percent equity in Fabindia Overseas Private Ltd for approximately US$30 million. Partners Ajay Bahl and Anil Kasturi led the transaction which was completed on 31 January 2012.

Clifford Chance has advised Asian Development Bank, DEG-Deutsche Investitions-Und Entwicklungsgesellschaft MBH, International Finance Corporation and PT Sarana Multi Infrastruktur in respect of their shareholding discussions with Sumitomo Mitsui Banking Corporation (SMBC) in connection with SMBC’s signing of subscription and business alliance agreements with PT Indonesia Infrastructure Finance. The agreements are for SMBC to subscribe to approximately 14.9 percent of the total issued shares of IIF and for both parties to engage in a business alliance. Partner Ting Ting Tan led the deal.

Davis Polk has advised Morgan Stanley & Co International plc as the sole solicitation agent in respect of a solicitation of consents by Central China Real Estate Ltd (CCRE) from the holders of its US$300 million 12.25 percent senior notes due 2015 in relation to certain waivers and amendments to the indenture governing such notes. CCRE is the leading property developer in Henan, China focusing on the development and sale of residential properties. Partners William F Barron, Paul Chow and John D Paton led the transaction. Sidley Austin provided US law advice to CCRE whilst Conyers Dill & Pearman provided Cayman law and British Virgin Islands law advice. Li & Partners provided Hong Kong law advice to CCRE.

Davis Polk has also advised Best Investment Corporation, a wholly owned subsidiary of CIC International Co Ltd, in respect of its subscription of 275.69 million H shares in Bank of Communications Co Ltd for approximately US$199 million as part of the proposed non-public issuance and placing of approximately 6.5 billion new A shares and approximately 5.6 billion new H shares by Bank of Communications, one of the leading state-owned commercial banks in China. Partner Paul Chow led the transaction.

J Sagar Associates has advised Multi Commodity Exchange of India (MCX) in respect of its public offer of approximately 6.4 million equity shares 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 for cash aggregating to approximately INR6.63 billion (US$131m). The offer would constitute 12.6 percent of the post offer paid-up equity capital whilst the net offer would constitute 12.11 percent of the post offer paid-up equity capital. Partner Nosh Modi led the transaction.

J Sagar Associates has also represented Multi Commodity Exchange of India (MCX) in respect of its litigation against the Securities and Exchange Board of India (SEBI). The litigation was initiated pursuant to a SEBI order dated 23 September 2010 refusing MCX the permission to trade in equity, debt and futures and options segments. On 14 March 2012, a bench constituting Justices DY Chandrachud and Anoop Mohta set aside the SEBI order and directed SEBI to re-hear the matter in light of the observations made by the bench. Partner Nitin Potdar led the transaction.

K&L Gates’s Dubai office has advised Deloitte Corporate Finance and Daniel Stewart & Company plc as nominated adviser and broker, respectively, in respect of the London IPO of Qannas Investments Ltd (QIL), a closed end investment company managed by the UAE-based Abu Dhabi Capital Management Ltd. Partner Owen Waft led the transaction.

Khaitan & Co is advising Mahindra & Mahindra in respect of their proposed joint venture with Telephonics Corporation, a subsidiary of NYSE listed Griffon Corporation. The JV company will develop, manufacture and provide service support for radar systems and various kinds of defence electronic systems. Mahindra & Mahindra Ltd is a US$14.4 billion multinational group based in Mumbai, India. Partners Rajat Mukherjee and Manas Kumar Chaudhuri are leading the transaction.

Khaitan & Co has also advised Oesterreichische Entwicklungsbank AG Austria (OeEB) in respect of providing financial assistance to the extent of €15 million (US$19.8m) by way of an external commercial borrowing to SREI Infrastructure Finance Ltd to finance projects in the infrastructure sector in India and energy and water treatment facilities. OeEB is a wholly-owned subsidiary of Oesterreichische Kontrollbank, the export credit agency of Austria. OeEB is a private finance institution mandated by the Austrian Government to act as the development bank of Austria. Partner Devidas Banerji and executive director Daksha Baxi led the transaction.

King & Wood Mallesons has advised real estate investment trust Stockland in respect of the sale of its 55 percent stake in the Moorebank Industrial Property Trust (MIPT) to Qube Logistics, one of the MIPT joint venture partners, for A$123 million (US$128.6m). The sale forms part of Stockland’s ongoing asset divestment plan. The trust owns the Moorebank Intermodal Terminal. Partner John Sullivan led the transaction.

King & Wood Mallesons has also advised Insurance Australia Group (IAG) in respect of the launch of its new convertible preference shares (CPS) hybrid and reset preference shares (RPS) reinvestment offer. The offer represents the first issue by an insurance company of an instrument that will fully qualify as Tier 1 regulatory capital under the APRA’s current prudential standards. The new CPS hybrid is being offered to raise approximately A$350m (US$366m). Under the reinvestment offer, existing holders of IAG’s RPS hybrid, which are due to be bought-back in June 2012, can reinvest their RPS into the new CPS. UBS and Macquarie acted as joint lead managers and arrangers. NAB and Westpac also acted as joint lead managers. Partners Shannon Finch and Ian Paterson led the transaction. Freehills advised the joint lead managers.

Mayer Brown JSM has represented Vietnamese seafood exporters Vinh Hoan Corporation and QVD Seafood in respect of obtaining a favourable judgment in an administrative review for anti-dumping duties by the US Department of Commerce (DOC). Announced by the DOC as its seventh final results of administrative review on frozen fillets shipments from Vietnam, Vinh Hoan will continue to enjoy duty rates at zero percent. In addition, QVD Seafood received a rate of US$0.03/kg, reversing a preliminary decision that set its rate at US$0.056/kg. Partner Matthew McConkey led the transaction.

Norton Rose Group’s Tokyo, Calgary and Sydney offices has advised JX Nippon Oil & Energy Corporation (JX Nippon) in respect of the creation of a Canadian metallurgical coal joint venture in the Peace River Coalfields in Western Canada, with Xstrata Coal. JX Nippon, a subsidiary of JX Nippon Oil and Energy Corporation and its listed parent JX Holdings Inc, paid US$435 million in cash to acquire a 25 percent interest in Xstrata Coalâs British Columbian metallurgical coal assets. Michael Joyce led the transaction.

Shook Lin & Bok has acted for Ascendas Frasers Pte Ltd, a company jointly owned by Ascendas Land (Singapore) Pte Ltd and Frasers Centrepoint Ltd, in respect of a S$321 million (US$254m) secured syndicated loan facility granted by DBS Bank Ltd and Oversea-Chinese Banking Corporation Ltd to finance the development and construction of Changi Business Park which comprises a retail mall, commercial hub and a hotel. Partner Marilyn See led the transaction.

Stamford Law is advising Mainboard-listed Swiber Holdings Ltd in respect of its share placement to raise net proceeds of approximately S$62.5 million (US$49.5m). Swiber is a world-class integrated construction and support services provider to the offshore oil and gas industry with a healthy order backlog of over US$1.1 billion. Religare Capital Markets (Singapore) Pte Ltd is the placement agent. The advisory team was led by Bernard LUI and Lim Swee Yong.

Stamford Law is also advising SGX-ST listed PSL Holdings Ltd (PSL) in respect of the proposed rights issue of up to 77.4 million new ordinary shares in the capital of the company with up to 77.4 million free detachable warrants. Assuming the full subscription of the rights shares and the exercise of all the warrants, the issue will raise gross proceeds of approximately S$34 million (US$27m). Yap Lian Seng and Yanni Long are leading the transaction.

Sullivan & Cromwell is representing Centerview Partners LLC as financial adviser to Cisco Systems Inc in respect of its US$5 billion acquisition of NDS Group Ltd which was announced on 15 March 2012. Partners Sarah Payne and Joseph Frumkin are leading the transaction.

Sullivan & Cromwell is representing BCE Inc in respect of the US aspects of its C$3.38 billion (US$3.4b) acquisition of Astral Media Inc. Partners George Sampas and Donald Crawshaw led the transaction which was announced on 16 March 2012.

Tay & Partners has advised AmARA REIT Managers Sdn Bhd, the manager of AmFIRST REIT, a real estate investment trust listed on Bursa Malaysia, in respect of its acquisition of two blocks of office buildings located in Cyberjaya, Malaysia with a net lettable area of approximately 211,000 square feet for an total sum of RM133 million (US$43.2m). Partner David Lee led the transaction.

WongPartnership has acted for Ecospec Global Technology Pte Ltd, a Singapore technological company that researches and develops solutions to environmental issues in the marine and onshore industries, in respect of the investment by Sembawang Shipyard Pte Ltd, a wholly-owned subsidiary of Singapore-listed SembCorp Marine Ltd, for new ordinary shares representing 20 percent of the enlarged share capital of Ecospec Global Technology Pte Ltd. Partners Lam Ching Nian and Dawn Law acted on the matter.

WongPartnership has also acted for Marina South Investments Pte Ltd, Ophir-Rochor Investments Pte Ltd, MS Residential 1 Pte Ltd, MS Residential 2 Pte Ltd, MS Commercial Pte Ltd, Ophir-Rochor Residential Pte Ltd, Ophir-Rochor Commercial Pte Ltd and Ophir-Rochor Hotel Pte Ltd (collectively, the M+S Group Companies which are wholly-owned subsidiaries of M+S Pte. Ltd, a joint venture company 60 percent owned by Khazanah Nasional Berhad and 40 percent owned by Temasek Holdings (Private) Ltd) in respect of the grant of up to S$5 billion (US$4b) loan facilities arranged by a syndicate of eight lenders for the development of two integrated projects which will include office, residential, hotel and retail components in downtown Singapore located at Marina South and Ophir-Rochor. Partners Susan Wong, Choo Ai Leen, Dorothy Marie Ng and Ng Wai King acted on the matter.