|Baker & McKenzie has advised Hang Fung Gold Technology Limited (Hang Fung), a company incorporated with limited liability in Bermuda and listed on the Hong Kong Stock Exchange, on its US$170 million issuance of 9.25 percent senior notes due 2014 (the Notes), which were offered and sold under Regulation S. The Notes are listed on the Singapore Exchange Securities Trading Limited. HSBC acted as the sole lead manager and bookrunner. Hang Fung is a vertically integrated designer, manufacturer, wholesaler and retailer of gold, diamond and other jewelry products in China. Hang Fung is one of two exclusive licensed Hong Kong manufacturers of Olympic-themed jewelry products for the Beijing 2008 Olympic Games. It has more than 130 retail stores in mainland China, Hong Kong and Macau.
Clifford Chance has advised CVC Asia Pacific Limited (CVC) on a public takeover transaction in mainland China. The deal marks the largest private equity investment to date in tradeable A-shares of a PRC-listed company and is the first control-oriented private investment in public equity deal in China involving a direct investment in tradeable A-shares. CVC acquired a 29 percent interest in Zhuhai Zhongfu Enterprise Co Ltd from its controlling shareholder for approximately US$225 million. Zhuhai Zhongfu, which is listed on the Shenzhen Stock Exchange, is the largest PET bottling company in China and supplies PET bottles to Coca-Cola and Pepsi. The transaction was signed in March 2007 and received the approval of the Ministry of Commerce in September 2007. It is one of the few control-oriented private equity deals approved by the Chinese central government.
Clifford Chance has advised international private equity firm Permira on its US$840 million investment in Galaxy Entertainment Group Limited, a large casino, hotel and entertainment group operating in Macau. Permira is one of the world’s leading private equity firms. Its acquisition of a 20 percent equity stake in Galaxy represents the company’s first investment in Asia. The complexity of the transaction was increased as the deal was structured as an acquisition of new shares from Galaxy and existing shares held by Galaxy’s listed shareholder K Wah International Holdings. (The transaction remains subject to approval by the shareholders of Galaxy and K Wah International Holdings.)
Clifford Chance has advised Saudi Arabian Airlines Corporation in the privatisation of its inflight catering and skysales businesses. This transaction is the first in the privatisation program of the non-core divisions of Saudi Arabian Airlines by the Saudi Arabian government. The successful bidder was the Al Hokair consortium (comprising Al Hokair Group, the Spanish catering company Newrest SL and the Al Fozan Group), which will acquire a 49 percent shareholding in the business.
Clyde & Co has advised International Capital Trading (ICT), a large Abu Dhabi-based investment company, in relation to more than AED1.7 billion financing with four UAE-based banks for the construction of a mixed used development on the Abu Dhabi Corniche. The AED3 billion Corniche project will be partly financed by Abu Dhabi Commercial Bank (ADCB), National Bank of Abu Dhabi (NBAD), First Gulf Bank (FGB) and National Bank of Dubai (NBD). The Corniche project, covering more than 3.1 million square feet, will encompass several luxury hospitality, retail, Class A offices and residential components. The construction of the mixed-use development began in June and is scheduled to be completed by 2010.
Johnson Stokes & Master has acted for Dah Chong Hong Holdings Limited in its IPO. The shares of Dah Chong Hong were listed on the main board of the Hong Kong Stock Exchange on October 17, 2007. Dah Chong Hong is a diversified business conglomerate in motor vehicle sales and related business and services, sales of food and consumer products, and logistics services supported by integrated distribution and a well-established network in the PRC, Hong Kong and Macao. Leveraging on the strong brand name of ‘Dah Chong Hong’ in Hong Kong and with more than 40 years of experience in the sale of motor vehicle and related businesses, Dah Chong Hong is a leading motor group in Hong Kong and Macao.
Johnson Stokes & Master has advised a consortium of investors (including HSBC Specialist Investments Limited, Hong Kong property developer Nan Fung Group and Singapore-based Metro Holdings Limited) on the acquisition of a 100 percent interest in a property development at No. 1 Financial Street in Xi Cheng District, Beijing. When completed, the property development will include a four-storey podium with two interconnecting office towers and three levels of basement space. Overall, the development will comprise a retail and office floor area of up to 96,516 square metres in Beijing’s premier financial district.
Jones Day has represented ABitCool Inc in the issuance of series B convertible preferred stock in a private placement to IP Cathay One LP, Toa Capital Corporation and ADS Global Partners Ltd.
Jones Day has represented Aegis Group plc in the acquisition of Chinadotcom Strategic Inc, Ion Global Hong Kong, Ion Global (Korea) Ltd and Ion Global (California) Inc from CDC Corporation.
Jones Day has represented Roosevelt China Investment Limited in the acquisition of a minority stake in Roosevelt Pingan (Holdings) Limited from Ping An Insurance (Group) Company of China Ltd.
Skadden, Arps, Slate, Meagher and Flom has represented JA Solar Holdings Co Ltd (China), a manufacturer of solar cells for solar panels and power conversion systems, in its US$306 million follow-on offering of American depositary shares, which were listed on NASDAQ.
Slaughter and May has advised Morgan Stanley & Co International plc as placing agent in relation to the top-up placing of 62,000,000 shares in Dickson Concepts (International) Limited (Dickson Concepts). The net proceeds of the placing were approximately US$57.7 million. Dickson Concepts intends to use the proceeds of the placing to finance its store expansion plans in China and Hong Kong. The placing was announced on October 11, 2007. Dickson Concepts is listed on the Main Board of the Hong Kong Stock Exchange and is a leading retailer in luxury brands and department stores, including Harvey Nichols and Seibu.
White & Case has represented Singapore finance subsidiary Enercoal Resources Pte Ltd as issuer and its parent company PT Bumi Resources Tbk (the largest coal mining and exporting company in Indonesia) as guarantor in the offering of US$150 million zero coupon guaranteed convertible bonds due October 2012. The bonds were issued by Enercoal and are guaranteed by and convertible into ordinary shares of Bumi Resources. This is the second significant convertible bond offering by Enercoal Resources and Bumi Resources, following their issuance of US$300 million zero coupon guaranteed convertible bonds due June 2012 on June 28, 2007. Venture Law, the firm’s law alliance partner, advised the issuer and the guarantor on matters of Singapore law. Credit Suisse acted as sole bookrunner and lead manager for the transaction.
White & Case has advised the Kansai Electric Power Co Inc on its agreements to purchase LNG on a long-term basis from the greenfield Pluto LNG Project in Western Australia, as well as to purchase a five percent equity share in the Project. The Project is being developed by Woodside Petroleum Ltd, the largest independent oil and gas producer in Australia. In addition, Kansai Electric has acquired options to participate in two additional LNG trains and three Woodside exploration permits. The LNG and equity sale and purchase agreements were signed in Sydney on August 24, 2007.
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A brief discussion on how MNCs should respond to the OECD’s new measures relating to Automatic Exchange of Information and Transfer Pricing issues
Sanctions and Investigations Q&A
Asian-mena Counsel sought wise counsel on the key issues in these risk-heavy areas from those with expertise at leading International law firm Baker McKenzie, and two thought-leading GC’s ...