Deals – 24 September 2014

Allen & Gledhill has also advised Supernova (Cayman) Ltd, an investment holding company of funds managed by TRG Management LP, in respect of the US$145 million sale of its entire issued share capital of its wholly-owned subsidiary, Supernova Holdings (Singapore) Pte Ltd, to Suzhou Anjie Technology Co Ltd. Partner Song Su-Min led the transaction.

Allens has advised the GEO Consortium, comprised of the GEO Group Australia Pty Ltd, John Holland Pty Ltd, Honeywell Ltd and Capella Capital, in respect of winning the right to build and operate the Ravenhall Prison, Victoria’s new medium security men’s prison designed to accommodate 1,000 prisoners. The prison will be located adjacent to the Dame Phyllis Frost Centre and Metropolitan Remand Centre. Partner David Donnelly led the transaction which reached financial close 16 September 2014.

Amarchand Mangaldas New Delhi has represented Zuari Fertilisers and Chemicals Ltd (ZFCL) and Zuari Agro Chemicals Ltd (ZACL) in respect of securing the approval of the Competition Commission of India (CCI) through its order dated 4 September 2014 for their proposed acquisition of up to 26 percent stake in the equity share capital of Mangalore Chemicals and Fertilizers Ltd (MCFL). ZFCL and ZACL filed a notification with the CCI on 11 June 2014, pursuant to ZFCL’s public announcement dated 12 May 2014 of the proposed competing bid. On 22 April 2014, Deepak Fertilizers and Chemicals Ltd (DFCL), acting through its subsidiary SCM Soilfert Ltd, also made a public announcement for open offer to acquire up to 26 percent stake in MCFL, which was approved by the CCI on 30 July 2014. This was the first time when the CCI was required to assess a competing bid situation, particularly involving companies active in similar lines of business. Senior partner Pallavi S Shroff led the transaction.

ATMD Bird & Bird is representing Macquarie Bank Ltd in respect of its up to S$20 million (US$15.75m) investment in Chasen Holdings Ltd thru the grant of call options entitling Macquarie to subscribe for up to 150 million new shares in Chasen, a Mainboard-listed logistics and specialist relocation company with operations in many countries, including Singapore, Malaysia, the PRC and Vietnam. Partner Marcus Chow is leading the transaction.

AZB & Partners has advised Singapore’s sovereign wealth fund the Government of Singapore Investment Corp Private Ltd, through its affiliate, in respect of a framework agreement with listed real estate company Brigade Enterprises Ltd. Under the agreement, the parties will collaborate to invest approximately INR15 billion (US$246.3m) in construction-development projects in South India. Partner Sai Krishna Bharathan led the transaction which was signed on 1 September 2014.

AZB & Partners has also advised Kotak Mahindra Capital Company Ltd, IDFC Securities Ltd, CLSA India Private Ltd, Credit Suisse Securities (India) Private Ltd, ICICI Securities Ltd, JM Financial Institutional Securities Ltd and JP Morgan India Private Ltd as the lead managers in respect of IDFC Ltd’s qualified institutions placement of 73 million equity shares aggregating to INR10.1 billion (US$165.8m). Partner Varoon Chandra led the transaction.

Davis Polk has advised CAR Inc, the largest car rental company in China, in respect of its IPO and listing on the HKSE and a Rule 144A and Regulation S international offering. Gross proceeds from the offering amounted to approximately HK$3.62 billion ($467m) prior to any exercise of the over-allotment option. The Hong Kong offering was over-subscribed for approximately 202.05 times, hence triggering a full clawback from the international offering to the Hong Kong offering in favor of retail investors. CAR Inc offers comprehensive car rental services through 717 directly operated service locations in 70 major cities in all provinces in China. Morgan Stanley Asia Ltd and Credit Suisse (Hong Kong) Ltd acted as joint sponsors for the Hong Kong offering. Morgan Stanley Asia Ltd, Credit Suisse (Hong Kong) Ltd, China International Capital Corp Hong Kong Securities Ltd and China Renaissance Securities (Hong Kong) Ltd acted as joint global coordinators and joint book-runners for the global offering. Morgan Stanley Asia Ltd, Credit Suisse (Hong Kong) Ltd, China International Capital Corp Hong Kong Securities Ltd, China Renaissance Securities (Hong Kong) Ltd and GF Securities (Hong Kong) Brokerage Ltd acted as joint lead managers for the global offering. Partner Bonnie Y Chan, Li He and John D Paton led the transaction whilst Han Kun Law Offices advised as to PRC law. The underwriting syndicate was advised by Skadden, Arps, Slate, Meagher & Flom and affiliates, led by partners Julie Gao, Christopher Betts and Will Cai, as to US and Hong Kong laws and by King & Wood Mallesons as to PRC law.

Gide has advised Le Bélier, a global leader in the manufacture of moulded aluminium safety components for automobiles, in respect of the Chinese aspects of its acquisition of HDPCI Group, a manufacturer of turbo parts and aluminium brakes based in Hong Kong. Le Bélier reported a turnover of €236.3 million (US$303m) in 2013. Considered to be Le Bélier’s main competitor, HDPCI owns two production facilities in mainland China and one in Hungary. Partner Paul-Emmanuel Benachi led the transaction whilst working alongside Marvell Avocats, Le Bélier’s traditional French counsel.

J Sagar Associates has acted as domestic counsel for Info Edge, CLSA and IIFL as the joint global coordinators and book-running lead managers in respect of the INR750 crores (US$123.3m) QIP of Info Edge (India) Ltd, the company which runs the well-known portals naukri.com, 99acres.com and jeevansathi.com. Partner Rohitashwa Prasad led the transaction.

Khaitan & Co has advised King.com Ltd in respect of successfully enforcing its rights in the artistic works and trademarks embodied in its game Candy Crush Saga by instituting a suit for copyright infringement and passing off in the Bombay High Court against Apeejay Surrendra Park Hotels. The Court restrained Park Hotels from using King’s artistic works and trademarks, initially by granting an ex-parte injunction and then by passing an order in terms of the consent terms between the parties which led to the suit being decreed. The successful action brought judicial recognition to King’s intellectual property rights in its game when the Court held that the marks Candy Crush Saga, Candy Crush are exclusively associated with King and are well-known trademarks. Partner Adheesh Nargolkar led the transaction.

Khaitan & Co has also advised Axis Bank Ltd in respect of an approximately US$45 million term loan facility extended to Legitimate Assets Operators Private Ltd for purchase and lease-back of retail store equipment to Future Retail Ltd, secured by lease-rental receivables. Associate partner Kumar Saurabh Singh led the transaction.

Norton Rose Fulbright is advising German paragon AG on both German and PRC matters in respect of its joint venture with Chinese Jiangsu Riying Electronics Co Ltd (R&Y) for car electronics and sensor production and distribution in the PRC. The establishment of the 65 percent to 35 percent joint venture in favour of paragon is subject to customary regulatory approvals. Listed in the regulated market (Prime Standard) of Deutsche Börse AG in Frankfurt, paragon develops, produces and sells advanced automotive electronics solutions. It has several branches throughout Germany and subsidiaries in Austin and Shanghai. R&Y is a well-known Chinese developer, manufacturer and distributor of electronic solutions for the automotive and motorcycle industry. Partner Frank Regelin is leading the transaction.

Norton Rose Fulbright has also advised the Government of the Hong Kong Special Administrative Region of the People’s Republic of China (HKSAR Government) on English law, Hong Kong law and US Securities law in respect of its inaugural sukuk under the Government Bond Programme. The sukuk, with an issuance size of US$1 billion and a tenor of five years, marks the world’s first US$ denominated sukuk originated by an AAA-rated government. The sukuk saw strong demand from global investors and the tightest spread ever achieved on a benchmark US$ issuance from an Asian government (excluding Japan). The sukuk uses an Ijarah structure, underpinned by selected units in two commercial properties in Hong Kong. The sukuk is issued by a special purpose vehicle, Hong Kong Sukuk 2014 Ltd, which was established and wholly-owned by the HKSAR Government and which will be listed on the HKSE, Bursa Malaysia (Exempt Regime) and NASDAQ Dubai. HSBC and Standard Chartered Bank acted as joint global coordinators, joint lead managers and joint book-runners. CIMB and National Bank of Abu Dhabi acted as joint lead managers and joint book-runners. Abu Dhabi Islamic Bank PJSC, Emirates NBD Capital, Hong Leong Islamic Bank Berhad, OCBC Bank Hong Kong Branch, QInvest and RHB Islamic Bank Berhad were appointed as co-managers. Dubai partner Gregory Man, supported by Hong Kong partner Davide Barzilai, led the transaction. Allen & Overy, led by Hong Kong-based capital markets partner Yvonne Siew, Singapore-based US capital markets partner Ken Aboud, Hong Kong-based partner Alexander Stathopoulos and Hong Kong partner Matthew Hebburn, advised the joint lead managers and co-managers on English law, Hong Kong law and US securities law and also advised DB Trustees (Hong Kong) Ltd as delegate.

Reed Smith has represented leading health and life insurance provider Green Crescent Insurance Company PJSC (GCIC) in respect of a strategic alliance with AXA, one of the largest and the leading insurers in the region. The alliance involves the subscription for convertible loan notes by AXA and Kanoo Group which will convert into AED100 million (US$27.2m) worth of shares in GCIC. The investment will double GCIC’s paid-up capital to AED200 million (US$54.4m) upon conversion, allowing GCIC to continue to grow its UAE health insurance business and to optimise its product offering in the life insurance sector. Abu Dhabi corporate partner Arash Amai, assisted by partner Maher Al Mannaee, led the transaction. Norton Rose Fulbright advised AXA.

Rodyk & Davidson has advised TEE Land Ltd in respect of the establishment of a S$250 million (US$197m) multicurrency medium term note programme. United Overseas Bank Ltd and DMG & Partners Securities Pte Ltd were appointed as joint lead arrangers and dealers in the establishment of the programme. Corporate partners Valerie Ong and Au Yong Hung Mun led the transaction.

Rodyk & Davidson has also acted for Finimo Realty Pte Ltd in respect of the sale of the three levels of strata office units in GB Building at 143 Cecil Street worth S$31.7 million (US$25m). The sale price per square foot is approximately S$1,973 (US$1,554). Real estate partner Lee Liat Yeang led the transaction.

Shook Lin & Bok is acting for Felda Global Ventures Holdings Berhad, a Malaysia-based global agricultural and agri-commodities company, in respect of its proposed acquisition of Asian Plantations Ltd, a Singapore-incorporated plantation company listed on London Stock Exchange’s Alternative Investment Market, for a total cash consideration of £120 million (US$196.2m). Partners David Chong and Roy Goh are advising on the transaction which is reportedly the first takeover of a Singapore company listed on the AIM in London.

Slaughter and May Hong Kong is advising Jefferies Hong Kong Ltd and JP Morgan Securities (Asia Pacific) Ltd as joint book-runners in respect of CSI Properties Ltd’s top-up placing of shares which involves the placing of existing shares and top-up subscription of new shares for a total consideration of HK$455 million (US$58.7m). CSI Properties intends to use the proceeds for future property investment, primarily in Hong Kong and Macau, and for general working capital purposes. CSI Properties is an investment holding company and is principally engaged in property repositioning and investment. Its subsidiaries are principally engaged in property enhancement and development, property investment, and securities investment in Hong Kong and the PRC. Corporate and commercial partners Benita Yu, John Moore and Clara Choi are leading the transaction.

Sullivan & Cromwell has represented ENN Energy China Investment, a wholly-owned subsidiary of ENN Energy Holdings Ltd (Cayman Islands), in respect of its RMB4 billion (US$651m) equity investment representing a 1.12 percent equity interest in Sinopec Marketing (China). Corporate partners Kay Ian Ng (Hong Kong) and Gwen Wong (Beijing) led the transaction which was announced on 12 September 2014.

Weerawong, Chinnavat & Peangpanor has advised Sub Sri Thai PCL, owner of the famous Greyhound cafes in Thailand and Hong Kong and exclusive franchisee of Au Bon Pain, Dunkin’ Donuts and Baskin-Robbins in Thailand, in respect of the sale of its 99 percent equity stake in Industrial Enterprise Co Ltd to Sime Darby Plantation Europe Ltd and Sime Morakot Holdings (Thailand) Ltd. The sale of the cooking oil manufacturing company closed on 11 September 2014 at β815 million (US$25.27m). Partner Pakdee Paknara led the transaction.

WongPartnership has acted for Frasers Amethyst Pte Ltd in respect of the S$3 billion (US$2.36b) financing granted by Deutsche Bank AG Singapore Branch, Standard Chartered Bank and Sumitomo Mitsui Banking Corp to, inter alia, finance the consideration payable for the acquisition of Australian developer Australand Property Group; and Frasers Amethyst and Frasers Centrepoint Ltd in respect of the S$1.8 billion (US$1.4b) financing granted by Standard Chartered Bank Singapore Branch, Malayan Banking Berhad Singapore Branch and Maybank International Labuan Branch to, inter alia, finance the consideration payable for the acquisition of Australand and refinance a bridge loan facility granted to Frasers Amethyst on July 2014 in connection with the acquisition of Australand. Partner Susan Wong led the transaction.

WongPartnership has also acted for Olam International Ltd in respect of its issue of S$400 million (US$315m) 4.25 percent notes due 2019 and its issue of US$300 million 4.5 percent notes due 2020. Partners Colin Ong and Khoo Yuh Huey led the transaction.