|Allen & Gledhill LLP has acted as Singapore law counsel to DBS Bank Ltd in respect of its issue of S$1.7 billion (US$1.3b) 4.7 per cent, non-cumulative, non-convertible, non-voting Class N preference shares callable in 2020. The sole lead manager and bookrunner was DBS Bank Ltd whilst the co-managers were Deutsche Bank AG Singapore Branch, Goldman Sachs (Singapore) Pte and The Royal Bank of Scotland plc. Partners Prawiro Widjaja and Glenn Foo led the transaction.
Allen & Gledhill LLP has also acted as Singapore law counsel to DBS Bank Ltd in respect of its issue of S$800 million (US$611.8m) 4.7 per cent non-cumulative non-convertible non-voting Class N preference shares callable in 2020. The sole lead manager and bookrunner was DBS Bank Ltd whilst the co-managers were JP Morgan (SEA) Limited and Morgan Stanley Asia (Singapore) Pte. The public offer to the retail public, the placement to institutional and other investors and the reserve offer to employees accounted for S$550 million (US$420.6m), S$205 million (US$156.8m) and S$45 million (US$34.4m), respectively. Partners Prawiro Widjaja, Glenn Foo and Sharon Wee led the transaction.
Allens Arthur Robinson has advised the Queensland Government in respect of the A$6.7 billion (US$6.6b) IPO of QR National, Australia’s largest rail freight operator and the world’s largest rail transporter of coal from mines to ports for export markets. The IPO is the largest in Australia in a decade and the largest new Australian stock market listing since the privatisation of Telstra Corporation. Partners John Greig and Erin Feros led the advisory team.
Allens Arthur Robinson has also advised Tomago Aluminium, producer of about 25 per cent of Australia’s primary aluminium production, in respect of a long-term contractual agreement with Australia’s largest electricity generator Macquarie Generation (Macquarie), locking in its power supply requirements until 2028. The new 11-year base-load power supply contract replaces the existing power supply agreement with state-owned, Hunter-based Macquarie when it expires in 2017. The deal represents the largest energy agreement ever signed in New South Wales. Partner Andrew Mansour led the transaction. Macquarie Generation was advised by Clayton Utz.
Amarchand & Mangaldas & Suresh A Shroff & Co has advised BSE and NSE listed Piramal Healthcare Limited (Piramal) in respect of the buy-back of 20 per cent of its equity shares from its shareholders, in accordance with Section 77A and other applicable provisions of the Companies Act and the SEBI (Buy-Back of Securities) Regulations. Upon completion of the buy-back, the ratio of Piramal’s promoter-public shareholding is expected to remain the same, since the promoters are intending to participate in the buy-back offer. The transaction, which represents the largest buy-back in the history of corporate India, is expected to close by March 31 next year, subject to shareholders and SEBI approvals. Managing partner Cyril Shroff led the transaction, which was valued at approximately INR2500 crores (US$547.7m).
Appleby has advised Hong Kong based IRC Limited (IRC), in respect of its listing on the HKSE. IRC was previously a wholly-owned subsidiary of Petropavlovsk plc, Russia’s third biggest gold producer, and is the holding company of the group’s non-precious metals division following the spin-off of the division. The global offering on the HKSE was successfully listed last month, raising net proceeds of approximately HK$1.7 billion (US$222m). Petropavlovsk will continue to be the largest shareholder in IRC with an interest of 65.61 per cent. Partner Gray Smith led the transaction. Norton Rose acted as local counsel for the issuer whilst Linklaters acted as local counsel for the underwriters.
Appleby has also acted as Cayman counsel for PRC based Goodbaby International Holdings Limited (Goodbaby), an international durable juvenile products company, in respect of its listing on the HKSE on 24 November 2010. The deal raised around HK$1.47 billion (US$189.5m), with net proceeds from the offering to be used not only to expand the company’s production capacity and increase production efficiency, but also for its R&D and commercialization of new children’s products. Partner Judy Lee led the transaction whilst Sidley Austin acted as Hong Kong counsel. Paul, Hastings, Janofsky & Walker advised Morgan Stanley Asia Limited, the joint sponsor and underwriter to the listing.
Baker & McKenzie has acted as international counsel to PT Indofood CBP Sukses Makmur Tbk (Indofood CBP), a subsidiary of PT Indofood Sukses Makmur Tbk, in respect of its global offering under Rule 144A and Regulation S and listing on the Indonesia Stock Exchange. The offering, which was underwritten by PT Kim Eng Securities, Credit Suisse, Deutsche Bank, and PT Mandiri Sekuritas, raised US$700 million, making it the largest Indonesian IPO to list in two years. Net proceeds will be used for repaying debt and capital expenditure. Partner Yeo Jih-Shian led the transaction.
Baker & McKenzie has also advised Emeco Holdings Limited, an ASX-listed earth moving equipment provider with operations in Australia, Indonesia and North America, in respect of its A$450 million (US$441.6m) debt refinancing facility which completed on 19 November 2010. The refinancing will replace the Group’s existing A$595 million (US$583.7m) debt facility which is due to mature in August 2011. The transaction was led by partners Bryan Paisley and Howard Fraser. The new facility was extended by a banking syndicate – composed of seven domestic and international banks, including Westpac, ANZ, BOS International and Commonwealth Bank – which was advised by Allens Arthur Robinson.
Chang, Pistilli & Simmons has acted for APA Group (APA) in respect of its acquisition of a further 16.67 per cent in the SEA Gas Pipeline from International Power for approximately A$46.3 million (US$45.5m). In June 2007, APA acquired an initial one third interest in this 680km gas transmission link between Victoria and South Australia. This further acquisition is in line with APA’s strategy of owning, operating and managing energy infrastructure assets in Australia. Partner Jason Mendens led the firm’s advisory team. International Power was represented by Freehills led by Sarrah Coffey.
Clifford Chance has advised International Petroleum Investment Company PJSC (IPIC) in respect of its global medium term note programme which was established on 1 November 2010. The inaugural issuance of US$1 billion 3.125 per cent notes, due 2015, and US$1.5 billion 5 per cent notes, due 2020, took place on 15 November 2010 and were admitted to trading on the London Stock Exchange. The programme will enable IPIC to raise funds in the international capital markets for its general corporate activities. Goldman Sachs International acted as arranger and dealer whilst BofA Merrill Lynch, HSBC, National Bank of Abu Dhabi, Standard Chartered Bank and The Royal Bank of Scotland acted as dealers on the programme. Partners Christopher Walsh and Robert Trefny led the firm’s advisory team.
Clifford Chance has also advised Temasek Holdings (Private) Limited in respect of its investment in HKSE and AIM listed Asian Citrus Holdings Limited (Asian Citrus), China’s largest orange producer. Asian Citrus placed 175 million new shares on the HKSE worth approximately US$200 million on 23 November 2010. Consultant Neeraj Budhwani and partner Roger Denny co-led the team advising on the transaction.
Davis Polk & Wardwell LLP has advised India’s largest private sector bank ICICI Bank Limited, acting through its Hong Kong branch, as issuer in respect of a Rule 144A/Regulation S offering of US$1 billion aggregate principal amount of 5.75 per cent notes due 2020. The firm’s corporate team included partners Margaret E Tahyar, Kirtee Kapoor, and John D Paton. The joint lead managers – composed of Barclays Bank PLC, Citigroup Global Markets Limited and Deutsche Bank AG Singapore Branch – were advised by a team from Latham & Watkins led by partners Michael Sturrock, Min Yee Ng and Rajiv Gupta.
Davis Polk & Wardwell has also advised Morgan Stanley & Co International plc and Credit Suisse Securities (USA) LLC, as joint bookrunners and representatives of the underwriters, in respect of an offering by RDA Microelectronics Inc (RDA), a fabless semiconductor company, and certain selling shareholders of 7.5 million American Depositary Shares, each representing six ordinary shares of RDA. The underwriters exercised their over-allotment option to purchase an additional 1.125 million ADSs from RDA. Including the over-allotment option, the total proceeds of the offering were approximately US$72.2 million. The firm’s team included partner James C Lin, John D Paton and Steven S Weiner.
DLA Phillips Fox has acted for trans-Tasman investment manager HRL Morrison & Co in respect of the purchase by the Public Infrastructure Partnership LP of 49.9 per cent of the newly completed Melbourne Convention Centre, a blue chip Public Private Partnership project comprising a hall with seating capacity for 5,000 guests, 32 meeting rooms and a grand banquet room. The firm’s team was led by partner Peter Monk. The vendor, Plenary Group, was represented by Minter Ellison.
DLA Piper has acted as Hong Kong legal adviser of CCB International as joint global coordinator – together with UBS – in respect of the listing of distribution systems and solutions provider Boer Power Holdings Limited for its IPO, which raised more than HK$1.2 billion (US$154.7m). Given the over-subscription, the IPO price was fixed at the upper end of the price range. Partners Jeffrey Mak and Stephen Peepels led the transaction.
DLA Piper has also represented Leoch International Technology Limited, a Shenzhen based leading manufacturer and developer of lead-acid batteries, in respect of its Rule 144A/Regulation S IPO which raised gross proceeds of about HK$1.78 billion (US$228m). The sole sponsor for the offering was Citigroup Global Markets Asia Limited, which was joined by BOCI Asia Limited as joint bookrunner and joint lead manager. The deal was led by partners Esther Leung and Stephen Peepels.
Fangda Partners has represented BofA Merrill Lynch and UBS Investment Bank as underwriters in respect of the IPO and listing on the NASDAQ of Le Gaga Holdings, a leading farmland and greenhouse vegetable producer in China. The offering, which consisted of 10.9 million American depositary shares, grossed approximately US$103 million.
Fangda Partners has also represented Morgan Stanley, Credit Suisse and BofA Merrill Lynch as underwriters in respect of the IPO and listing on the NYSE of China Ming Yang Wind Power Group Limited, China’s leading and fast-growing wind turbine manufacturer. The US$350 million offering represents the largest IPO in the US by a China-based company for the year 2010.
Freshfields Bruckhaus Deringer has advised China Guangdong Nuclear Power Corp (CGNPC), a major Chinese state-owned nuclear power corporation, in respect of its acquisition of Meiya Power Company Limited (MPC) from Standard Chartered Private Equity and Noonday Asset Management. MPC is a leading north Asian independent power producer providing clean and sustainable energy with investments in 22 power projects currently in operation in China and the Republic of Korea. The acquisition of MPC will become the platform for CGNPC’s international expansion and will significantly broaden its portfolio of investments in clean energy in Asia. Partners Chris Wong and Simon Marchant led the firm’s advisory team.
Herbert Smith has acted as international legal counsel for PTT Exploration and Production Public Company Limited (PTTEP) in respect of its acquisition of a 40 per cent stake in the Kai Kos Dehseh Oil Sands Project, one of the largest oil sands deposits in Canada. The transaction was completed through the purchase of 40 per cent of the partnership units of Statoil Canada Partnership for US$2.28 billion on 22 November 2010. The acquisition provides PTTEP with access to oil sands deposit in Canada and the opportunity for future growth into unconventional resources. Anna Howell led the firm’s advisory team whilst Blake, Cassels & Graydon LLP acted as Canadian counsel. Statoil Canada Partnership was represented by Bennett Jones LLP and Vinson & Elkins LLP.
Khaitan & Co has advised RPG group company Zensar Technologies Limited (Zensar), one of the top 20 software services providers from India, in respect of its acquisition, through its wholly-owned subsidiary Zensar Technologies Inc USA, of IT solutions provider PSI Holding Group Inc USA and its subsidiaries Akibia Inc (USA), Aquila Technology Corp (USA) and Akibia BV (Netherlands). Partner Rabindra Jhunjhunwala advised on the transaction.
Khaitan & Co has also advised Automotive Exchange Private Limited (CarWale), owner and manager of India’s leading automobile website CarWale.com, and its promoters in respect of the acquisition by German media company Axel Springer Asia GmbH, together with Living Media India Limited of the India Today group, of 70.4 per cent in CarWale. Partner Kalpana Unadkat acted on the transaction.
Mallesons Stephen Jaques is advising Quality HealthCare in respect of a very substantial disposal of its medical and health administrative servicing businesses for approximately HK$1.5 billion (US$193.3m). The transaction also constitutes a major transaction for Allied Group Limited and a discloseable transaction for Allied Properties (HK) Limited, both being HKSE listed holding companies of Quality HealthCare. The transaction is led by partner Conrad Chan.
Orrick, Herrington & Sutcliffe‘s Greater China Capital Markets team has advised Piper Jaffray Asia Limited in respect of the HK$500 million (US$64.4m) IPO on the HKSE by HL Technology Group Limited, a provider of cable and connector related products. The listing took place on 16 November 2010. Partner Edwin Luk led the team.
Paul, Hastings, Janofsky & Walker has advised China Rongsheng Heavy Industries Group Holdings Limited (Rongsheng), a leading large-scale heavy industry enterprise and the largest private shipbuilder in the PRC, in respect of its approximately US$1.8 billion Hong Kong IPO and global offering. The listing comprised a Hong Kong public offering and a Reg S/Rule 144A international offering. Subject to the joint global coordinators exercising the over-allocation option, proceeds could potentially exceed US$2 billion. The deal represents the third largest Hong Kong IPO this year and the largest this year by a privately-owned PRC enterprise. Morgan Stanley Asia Limited, CCB International Capital Limited and JP Morgan Securities (Asia Pacific) Limited acted as the joint sponsors and – together with BOCI Asia Limited and Deutsche Bank AG Hong Kong Branch – as the joint global coordinators, joint bookrunners and joint lead managers on both the Hong Kong public offering and the international offering. The firm’s team consisted of partners Raymond Li, Chris Betts, David Grimm and Vivian Lam.
Rajah & Tann LLP has acted for SGX ST listed property developer GuocoLand Limited (GuocoLand) in respects of its renounceable non-underwritten rights issue of approximately 295 million new ordinary shares in the capital of the company to raise gross proceeds of approximately S$532.5 million (US$117.2m). Guoco Group Limited, a controlling shareholder of GuocoLand, has undertaken to subscribe for its pro-rata entitlement of rights shares, as well as for any other rights shares which are not taken up by other shareholders, thereby ensuring that the issue will be subscribed in full. Partners Goh Kian Hwee and Lawrence Tan led the transaction.
Shook Lin & Book LLP has acted for SEAVI Advent in respect of the acquisition of 28 million shares, amounting to approximately S$11.8 million (US$9m), in Hu An Cable Holdings Limited from Goka Limited. Partners Wong Gang and Tan Wei Shyan acted on the matter.
WongPartnership LLP has acted as Singapore counsel for Olam International Limited (Olam) in respect of a joint venture with the government of the Republic of Gabon (RG) to jointly invest in a new company to be incorporated. The JV company, Olam Fertiliser Gabon SA (Olam Fertiliser), will be 80 per cent held by Olam and 20 per cent held by RG. Olam Fertiliser will undertake a project to construct a port-based ammonia-urea fertiliser complex in Gabon, for a total investment of approximately US$1.3 billion. Partner Shirley Tan acted on the matter.
WongPartnership LLP has also acted for Parkway Holdings Limited in respect of a S$750 million (US$572m) Murabaha financing. The Islamic Bank of Asia Limited acted as the investment agent, while DBS Bank Ltd, Malayan Banking Berhad, Oversea-Chinese Banking Corporation Limited, Standard Chartered Bank and United Overseas Bank Limited acted as arrangers. The deal represents the largest Singapore-dollar Murabaha financing involving a group of banks completed in Singapore to date. Partner Christy Anne Lim acted on the matter.
Yulchon’s finance team has represented the Global Marine Finance operated Badaro No. 16 Ship Investment Company (Badaro) in respect of a ship financing transaction. In this deal, STX Pan Ocean took out a senior loan of US$30.8 million from Norddeutsche Landes Bank through a special purpose vehicle established in the Marshall Islands, and a subordinated loan of KRW22.7 billion (US$19.8m) from Badaro. This capital was then used to order two 37,000 DWT bulk carriers from STX Dalian. The loan will be paid off with revenue earned through operation of the ships. Senior foreign counsel Christopher Joon Tae Cho led the transaction.