Deals – 25 June 2009

Allen & Gledhill LLP has advised the sole bookrunner and placement agent, Credit Suisse (Singapore) Limited, and the co-lead manager and placement agent, Nomura Singapore Limited, in respect of the completed placement of 160 million new shares by Raffles Education Corporation Limited. The placement has raised gross proceeds of S$102.4 million (approx US$70.4m). Partners Tan Tze Gay and Rhys Goh advised on the transaction.

Allen & Gledhill LLP has also advised The Hongkong and Shanghai Banking Corporation Limited as the dealer and the National University of Singapore (NUS) as the issuer of S$250 million (approx US$171.9m) in principal amount of fixed rate notes due 2014 under its S$1 billion Multicurrency MTN Programme. The notes, which mark the first issue of notes by NUS, have received a “Aaa” rating by Moody’s. Partner Margaret Chin led the firm’s advisory team.

Chang, Pistilli & Simmons has advised the Perkins Family on the sale of their shares to Toll Holdings Limited, which has acquired 100 percent of the shares in the Perkins Group Holdings Pty Limited (PGH). PGH is the parent of the Perkins Shipping Group, which is the largest private shipping group in Australia. The firm, led by partner Richard Graham, also advised the family in respect of exiting shareholder arrangements. David Zwi led the team from Thompson Playford Cutlers in advising Perkins Group Holdings whilst the other major shareholder, Investec Wentworth Private Equity Limited, was advised by its in-house team which was assisted by Freehills. Completion of the sale is subject to certain conditions precedent, including Toll obtaining any necessary regulatory approvals.

Cleary Gottlieb has represented the joint lead managers Deutsche Bank, HSBC, and Morgan Stanley in respect of a US$1 billion Rule 144A and Reg S offering by Power Sector Assets and Liabilities Management Company (PSALM), created to privatise the assets of the Philippine National Power Corporation (NPC) and to manage and liquidate NPC’s liabilities. The offering of 7.25 percent notes due 2019, guaranteed by the Republic of the Philippines, marks PSALM’s inaugural offering in the dollar-denominated international capital markets. The closing took place on May 27 with the firm’s team being led by Hong Kong-based partner Clay Johnson and Robert Williams of counsel.

Drew & Napier LLC has advised PetroChina International (Singapore) Pte Ltd (PCIS), a subsidiary of PetroChina Company Limited (PCC), on its 45.5 percent acquisition of Singapore Petroleum Company (SPC), Singapore’s only ‘homegrown’ oil company. Having received regulatory approvals which the deal was conditional upon, PCIS announced yesterday it has now completed its purchase of the stake from a Keppel Corporation subsidiary at S$6.25 (approx US$4.47) per share, and PCC will now make a general offer to acquire the remaining shares in SPC. The transaction, valued at S$1.47 billion (US$1.02 billion), marks the largest public takeover in Singapore since 2001 and possibly the biggest in Singapore corporate history. Directors Sin Boon Ann and Sandy Foo led the firm’s team.

Herbert Smith LLP’s Asian corporate practice has had a busy month, with the firm advising on seven share placements. Hong Kong-based corporate partner John Moore led four of the transactions, which included:
• The firm advising Citi and Goldman Sachs as joint bookrunners on the HK$2.68 billion (US$344 million) placement of 120.29 million existing shares for Li & Fung Limited, a leading sourcing company listed on the Main Board of the Hong Kong Stock Exchange;
• The firm advising Deutsche Bank and UBS as joint bookrunners in connection with the placing of 120 million new shares by Hopson Development Holdings, a major mainland property developer, raising HK$1.68 billion (US$216 million);
• The firm advising the placing agents Goldman Sachs, BNP Paribas and Cazenove Asia (a Standard Chartered group company) in respect of the HK$2.03 billion (US$261 million) top-up placement of 418.6 million shares of Shui On Land, a leading property developer listed on the Main Board of the Hong Kong Stock Exchange, and finally;
• The firm advising Citigroup Global Markets Asia and BOCI Asia as placing agents on the HK$1.587 billion (US$203 million) placement of 460 million shares (including a partial top-up of 230 million shares) of Poly (Hong Kong).

Herbert Smith has also advised Dah Sing Bank on its HK$302.4 million (US$39.2 million) placement and issuance of 54 million shares, led by Greater China managing partner Andrew Tortoishell.

In addition, Herbert Smith has advised sole international bookrunner Goldman Sachs on the sale of 1.25 billion shares of Indonesian coal mining company PT Adaro Energy, by a group of selling shareholders, raising Rp1.5 billion (US$150 million). The transaction was led by Jakarta-based partner Brian Scott and John Moore.

Finally, Herbert Smith has advised HeidelbergCement on the sale of a 14.1% stake in Indonesia-based PT Indocement Tunggal Prakarsa for approximately €200 million (approx US$279.4m), through a private placement run by The Royal Bank of Scotland. Jakarta-based partners David Dawborn and Brian Scott led the local team while John Moore advised on US securities matters. Hiswara Bunjamin & Tandjung (HBT) partner Iril Hiswara led the HBT team.

Mayer Brown JSM and Mayer Brown LLP’s London office of have teamed up to advise Shui On Construction and Materials Limited (SOCAM) on its £250 million (approx US$408.6m) privatisation takeover of China Central Properties (CCP), a property investment company (listed on the AIM market of the London Stock Exchange) which focuses primarily on investing in medium to large partially completed property projects in major and secondary cities in China. SOCAM which is principally engaged in property, cement, construction and venture capital investment, held approximately 43 percent of CCP shares prior to the takeover. Partner Andrew Sharples led the London team from Mayer Brown whilst Jacqueline Chiu led the JSM team

Kim & Chang have represented KDB Turnaround PEF (KDB) in respect of its first-ever investment in which it purchased a total of 316,110 shares (255,110 new shares and 61,000 existing shares) in Sunstar Precision Co Ltd (Sunstar), the world’s number one auto embroidery manufacturer. KDP is a PEF established by the Korea Development Bank to support the restructuring of medium and small-sized enterprises with high technology and potential ability to grow but which are facing temporary financial difficulties. As a result of the transaction, which is valued at approximately KRW 49.5 billion (approx US$38.6m), KDB now hold an 80.13 percent share in Sunstar. The firm’s team was led by M.J. Chung and H.K. Sung.

Mallesons Stephen Jaques has acted for the underwriters, Credit Suisse (Australia) Limited and Deutsche Bank AG, Sydney Branch on a 1-for-2, fully underwritten, accelerated non-renounceable pro-rata entitlement offer of stapled securities in Australian Infrastructure Fund. The offer is expected to raise A$211 million (approx US$168.5m). The firm’s team was led by partner Peter Cook.

Mallesons Stephen Jaques has also advised a key investor with a capital commitment of US$1 billion in respect of the recently launched Primus Financial Holdings Limited, a multi-billion dollar global financial services firm which will encompass insurance, banking, brokerage, advisory and wealth management services, and manage an alternative investments platform that will initially focus on financial assets in the US (including distressed fixed income assets) and private equity in emerging markets. The Mallesons team was led by the managing partner in China, Larry Kwok.

Milbank, Tweed, Hadley & McCloy LLP has represented Lumena Resources Corp, the world’s second-largest producer of thenardite, in its US$149 million initial public offering on the Hong Kong Stock Exchange last week. The successful offering, which included Rule 144A, Regulation S and Hong Kong tranches, reflected the recent recovery of Asian equity markets and is the second-largest IPO on the HKSE this year. The firm also advised Lumena on the restructuring of its US$100 million secured pre-IPO loan with warrants arranged by Credit Suisse. The Milbank team was led by Douglas Tanner, the practice group leader of Milbank’s Global Securities Group in New York, and Anthony Root, managing partner in Beijing and Hong Kong and head of Asia Corporate Practice. Lumena was also advised by Li & Partners as to Hong Kong law, Grandall Legal Group (Shanghai) as to PRC law and Appleby as to Cayman/BVI law. The joint global coordinators of the offering – Credit Suisse, BOC International and Macquarie Capital – were advised by Shearman & Sterling LLP as to US law, Mallesons Stephen Jaques as to Hong Kong law and Jun He Law Offices as to PRC law.

Paul, Weiss, Rifkind, Wharton & Garrison has represented global alternative asset manager Kohlberg Kravis Roberts & Co LP (KKR) in respect of its series of investments in Ma Anshan Modern Farming Co Ltd (Modern Dairy), a leading dairy farming company headquartered in China. Modern Dairy intends to use the investment to construct another 20 to 30 large scale farms in China as well as to pursue acquisitions over the next few years, in order to capitalise on the industry’s growth. Capital investments in large scale farms like Modern Dairy are expected to help the overall dairy industry in China address many of the challenges it faces including product safety, milk quality, operational efficiency, disease control and environmental protection. Corporate partner Jack Lange and tax partner Jeffrey Samuels were involved in advising on the investment.

Skadden, Arps, Slate, Meagher & Flom has advised Bain Capital (Bain), a global private investment firm, on its proposed investment of up to US$432 million in Gome Electrical Appliances Holding Limited, a leading retailer of electrical appliances and consumer products in China. The investment will take the form of a subscription by Bain of RMB 1.59 billion (approx US$233m) 7 year US dollar settled convertible bonds with a 5 percent coupon, and an additional US$199 million Open Offer to be launched by Gome and fully underwritten by Bain. The firm’s team was led by partner Nicholas Norris.

Stamford Law Corporation has advised Yanlord Land Group Limited on its concurrent placement of 120 million ordinary shares at S$2.08 (approx US$1.40) per share, and the issue of S$275 million (approx US$188.7m) convertible bonds due 2014. There is an option to issue further convertible bonds valued at S$100 million, which will bring the total amount raised from the combined offering to more than S$600 million. The transaction is the largest dual offering of equity and convertible bonds in Singapore this year. JP Morgan (SEA) Limited and ABN AMRO Bank NV, Singapore Branch acted as joint placement agents for the placement and joint lead managers for the convertible bond offering. Directors Ng Joo Khin and Soh Chun Bin led the firm’s team

WongPartnership LLP has acted for Christie’s in the review and advice on service agreements and related documentation in respect of a high value collectibles storage facility between Christie’s Fine Art Storage Services Pte Ltd and The Singapore Freeport Pte Ltd. Partner Carol Anne Tan led the transaction.