Deals – 24 September 2009

Allen & Gledhill LLP is also advising Nine Dragons Paper (Holdings) Limited (Nine Dragons), which had previously issued US$300 million 7.875 percent Senior Notes due 2013 which are listed on the Singapore Exchange Securities Trading Limited, in respect of its second tender offer for the notes. Having commenced a tender offer in February this year, with approximately US$165 million of the principal amount of the notes validly tendered, this second tender offer has resulted in valid tenders of approximately US$71 million of the principal amount. Partner Tan Tze Gay is leading the firm’s advisory team.

Additionally, Allen & Gledhill LLP is advising SMRT Capital Pte Ltd, a wholly-owned subsidiary of SMRT Corporation Ltd (SMRT Corp), as the issuer of a S$1 billion (approx US$707.5m) multicurrency guaranteed medium term note programme. Partner Margaret Chin is leading the team advising on the programme, which is guaranteed by SMRT Corp.

Finally, Allen & Gledhill LLP is advising DBS Bank Ltd, as the arranger, and The Bank of New York Mellon, as Trustee, in connection with the establishment of a S$1 billion (approx US$707.5m) multicurrency medium term note programme by Ascott REIT MTN Pte Ltd. All sums payable in respect of the notes issued under the programme are unconditionally and irrevocably guaranteed by DBS Trustee Limited in its capacity as trustee of Ascott Residence Trust. Partner Margaret Chin is again leading the firm’s advisory team.

AZB & Partners has advised Infrastructure Leasing and Financial Services Limited (ILFS) in respect of its becoming the new promoter of Maytas pursuant to the order of the Honourable Company Law Board. ILFS has acquired 22.5 percent of all shares in, and control of, Maytas, and has made a public offer to the public shareholders of Maytas under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. Partner Essaji Vahanvati advised.

AZB & Partners has acted as Indian counsel to the placing agents Citigroup Global Markets India Private Limited (Citigroup) and DSP Merrill Lynch Limited (DSP Merrill Lynch) with respect to the sale of shares in Reliance Industries Limited, which were held by the Petroleum Trust. The 15 million shares were sold to purchasers identified by Citigroup and DSP Merrill Lynch for a consideration of INR 3190 crores (approx US$665m). Led by partner Shuva Mandal, the firm advised the placing agents in the structuring of the transaction, the drafting, negotiation and finalization of the share placement agreements and other ancillary documentation.

Chang, Pistilli & Simmons has represented independent coal producers, and coal producers owning part of one of the coal terminal operators, in respect of arrangements to govern the sharing of port capacity at the Port of Newcastle. The arrangements have been designed to reduce the capacity constraints in the Hunter Valley coal chain, and are expected to deliver an extra A$500 million (approx US$435.9m) in royalties each year to the New South Wales Government. The firm’s team was led by Joni Henry and included Mark Pistilli and Jane Ann Gray. The two terminal operators at the port, the Newcastle Coal Infrastructure Group and Port Waratah Coal Services, were represented by Blake Dawson and Mallesons Stephen Jaques respectively, whilst Gilbert + Tobin represented the Newcastle Ports Corporation.

Chang, Pistilli & Simmons is also advising Xstrata Coal Australia in relation to its dispute with the Centennial Coal Company about capacity entitlements at the Port of Newcastle. The matter is set down for hearing by the NSW Court of Appeal next week. Diana Chang and Tim Grave are involved in advising on the matter, whilst the Centennial Coal Company is being advised by Robert Cutler at Clayton Utz.

Clifford Chance has advised JP Morgan and HSBC in connection with the debut unrated bond issue by Henderson Land, one of Hong Kong’s leading property groups with interests in property development, investment, gas production and distribution, and leisure facilities. Priced on 10 September and closed on 17 September, the 10-year bond issue generated US$500 million. Alex Lloyd, partner and co-head of the firm’s Hong Kong capital markets practice, led the team in advising.

Khaitan & Co has advised renowned American manufacturer Harley-Davidson Inc on its entry into the Indian market. Keen to establish a foot print in the rapidly growing Indian economy, which is the second-largest motorcycle market in the world, the company is scheduled to start selling motorcycles in India from 2010. Partners Haigreve Khaitan and Bharat Anand were involved in advising the motorcycle company.

Kim & Chang has advised Berry IB Holding Co Ltd, a Korean investment company, in relation to the sale in September 2009 of its 100 percent stake in the new bulk terminal company spun-off from Berry TBT Co Ltd. Prior to spinning off its terminal business, Berry TBT Co Ltd was one of the top five companies engaged in terminal business at Korea’s Incheon Port. Partner B.M. Park led the firm’s team advising on the transaction, which was valued at approximately KRW 35 billion (approx US$29.2m).

Mallesons Stephen Jaques has acted as English counsel to AMP Capital Investors (AMP) in relation to its establishment, and US$95 million first close, of the AMP Capital Asian Giants Infrastructure Fund. The firm has also advised AMP on the fund’s first acquisition of a 30 percent interest in Indian road toll operator Gayatri Ventures. Moving forward, the fund will be focused on investing in infrastructure and related facilities and services primarily in India and China, but has the flexibility to invest in other Asian countries also as opportunities arise. The firm’s advisory team was led by partner John Sullivan.

Mallesons Stephen Jaques has also advised the Future Fund of Australia in respect of its acquisition of a one third interest in a limited liability partnership that holds the Bull Ring Shopping Centre in Birmingham, UK, which is Europe’s largest city-centre shopping centre. Valued at over £200 million (approx US$324.2m), the transaction marks the sovereign wealth fund’s first major direct real estate acquisition. The fund is eager to place up to A$9-10 billion (approx US$7.8–$8.7b) over the next few years in a global property portfolio comprising direct property, joint ventures and property developments. Partners Andrew Erikson and Simone Menz led the firm’s advisory team.

Minter Ellison has advised the Coles Group in relation to its sale of 45 supermarkets and 8 associated Liquorland stores to FoodWorks, an independent Australian-owned food and grocery retail group. The stores, located across Queensland, New South Wales, Victoria and South Australia, add to FoodWorks’ existing portfolio of more than 700 outlets. The transaction, which included payment for stock, the transfer of existing employee entitlements, and arranging vendor finance, allows Coles to reduce store overlap and focus investment on existing and new stores. Corporate partner Nick Broome and real estate partner Anthony Poynton worked on the deal, whilst FoodWorks was advised by DLA Phillips Fox.

Minter Ellison has also advised Bravura Solutions Ltd (Bravura), a global supplier of professional consulting services and wealth management applications to financial institutions and corporate clients, in respect of its non-renounceable rights issue. The issue was fully underwritten by wholly owned or affiliated associated subsidiaries of Ironbridge Capital (IC) and, at its conclusion, IC emerged holding approximately 33 percent of Bravura plus an entitlement to nominate two directors to the company’s board. Of the issue, approximately 46 percent of the new shares offered were taken up. Corporate partner Alberto Colla led the firm’s advisory team.

Morrison & Foerster has acted as Hong Kong and US legal counsel to the underwriters – China International Capital Corporation, UBS AG, Morgan Stanley Asia Limited, Citigroup Global Markets Asia Limited, and Deutsche Bank AG – in relation to the US$1.1 billion initial public offering of Sinopharm Group Company Limited (Sinopharm), China’s largest distributor of pharmaceuticals. Sinopharm is managed by state-owned China National Pharmaceutical Group, and the IPO is one of the largest in Hong Kong this year. Partner Ven Tan led the Hong Kong project team whilst additional support on US securities issues was provided by partner Chris Forrester.

Orrick, Herrington & Sutcliffe LLP has advised Piraeus Container Terminal SA (PCT), a subsidiary of COSCO Pacific Limited (CPL), in relation to a €339.4 million (approx US$500.3m) project financing that relates to a €4.3 billion (approx US$6.3b) 30-year concession secured by PCT to develop and operate two piers at the Port of Piraeus in Greece. The financing was provided by China Development Bank (CDB) and involves loan facilities for the construction and development of the piers and letters of guarantee issued by CDB in favor of the port authority under the concession. CPL is the fifth largest container terminal operator and second largest container leasing company in the world, and as its first wholly-owned operation in Europe, PCT is aimed at facilitating cargo business between China and Greece. Asia managing partner Christopher Stephens led the firm’s team in advising PCT.

Paul, Weiss, Rifkind, Wharton & Garrison has advised The Carlyle Group (TCG) in relation to its agreement to a share-swap transaction between kBro Co Ltd (kBro), one of Taiwan’s largest cable TV operators, and Taiwan Mobile Co Ltd (TWM), Taiwan’s leading telecommunications operator. kBro is majority-held by Carlyle Asia Partners II LP (CAP), and under the terms of the share-swap transaction, CAP will exchange its holdings in the cable TV operator for a 15.5 percent stake in TWM and as a result will become the second largest shareholder in TWM. Valued at US$1.8 billion, the transaction will create the largest pay TV operator in Taiwan with over 1.5 million subscribers. Partner Jeanette K. Chan led the firm’s advisory team on corporate issues, whilst partners Jeff Samuels and David Mayo provide TCG with related tax advice.

Stamford Law Corporation has advised Metax Engineering Corporation Limited, a Catalist-listed environmental engineering company, in respect of its proposed placement of approximately 90 million new shares, and its issue of 40 million warrants, which are expected to raise gross proceeds of up to S$13.4 million (US$9.3m). The funds raised will be used primarily to finance projects relating to the Punggol Reservoir, the Marina Reservoir and the Punggol Waterway. Director Bernard Lui led the transaction.

White & Case LLP has advised Hong Kong-based Pacific Century Group (PCG) on its dual-tranche/dual currency three year loan to Pacific Century Premium Developments Limited (PCPD), the company’s property development arm. Signed on 22nd September 2009, the financing comprises an offshore HK$2.8 billion (approx US$361.2m) secured facility syndicated to six banks, and an onshore RMB 10 million (approx US$) bilateral secured facility. The financing is ultimately backed by a guarantee from PCPD, but the credit package is enhanced by utilising one of PCPD’s flagship properties in Beijing. Partner John Hartley led the firm’s team in advising, with assistance from Shanghai-based banking finance partner Karen Tang and Hong Kong-based M&A partner Jeremy Leifer.

WongPartnership LLP has acted for Ascott Residence Trust Management Limited in the establishment of Ascott Residence Trust’s S$1 billion (approx US$707.5m) medium term note programme. Partners Hui Choon Yuen and Winston Wong led the transaction, which is Ascott Residence Trust’s first unsecured medium term note programme.

WongPartnership LLP has also acted for APF Property Investments (S) Pte Ltd in respect of the sale to K-REIT Asia of six strata office floors in Prudential Tower, a 30-storey commercial development in Singapore. Partners Dorothy Marie Ng and Tan Teck Howe led the transaction.

In addition, WongPartnership LLP has acted for China New Town Development Limited in the placement of 680 million new ordinary shares to a controlling shareholder. Partners Raymond Tong and Chong Hong Chiang led the transaction, which raised net proceeds of approximately S$29 million (approx US$20.5m).

Lastly, WongPartnership LLP has acted as Singapore counsel to Polo Ralph Corporation (Polo), in relation to its acquisition of the Polo Ralph Lauren apparel retail business from Dickson Concept (International) Limited (Dickson). The acquisition came about following the expiry of Dickson’s licence to operate the apparel business. Partners Ng Wai King and Chan Sing Yee led the transaction.

Zul Rafique & partners has advised Morgan Stanley as global coordinator in connection with the recent US$4.5 billion bond sale, comprised of US$3 billion Guaranteed Notes and US$1.5 billion Islamic Trust Certificates, by Petronas. The Guaranteed Notes and Trust Certificates will be the first securities to be listed on Bursa Malaysia’s Exempt Regime, which was established when the Main Market Listing requirements came into force on 3 August 2009. The Sukuk is also the largest to be issued and offered pursuant to Malaysian International Islamic Financial Centre initiatives. Partners Zandra Tan and Lim Mun Lai were involved.