Deals – 26 July 2012

Allen & Gledhill has also acted as Singapore law counsel for GuocoLeisure Ltd in respect of its issue of a S$300 million (US$238.7m) multicurrency medium term note programme under which GuocoLeisure may issue notes from time to time. CIMB Bank Berhad (CIMB) is the arranger of the programme, and CIMB and HL Bank are the dealers. The Bank of New York Mellon Singapore Branch is the issuing and paying agent as well as the trustee under the programme. Partner Margaret Chin led the transaction whilst partners Magdalene Leong and Daselin Ang advised the arranger and the dealers as to Singapore law.

Allens has advised Perth-based non-profit Catholic health care organisation St John of God Health Care on all aspects of the Midland Health Campus. The new public facility, jointly funded by the State and Commonwealth governments, and the new private facility funded by St John of God Health Care, will be located within one complex and will replace Perth’s existing Swan District Hospital. The complex will be designed, built, operated and maintained by St John of God Health Care. The health campus, which is the largest and most significant health project to be undertaken in Western Australia for many years, integrates both public and private services to offer expanded medical services and more than 360 beds. It is due to open in 2015. Partners Nigel Papi and Michael Hollingdale led the transaction. Freehills acted for the Government of Western Australia whilst Minter Ellison acted for the builder, Brookfield Multiplex.

Allens has also advised Hillgrove Resources in respect of its latest equity raising comprising of an institutional placement to be followed by a share purchase plan.
Hillgrove hopes to raise up to A$25 million (US$25.8m) in the latest offer, following up a A$78 million (US$80.4m) capital raising in 2010 on which the firm also acted. The raising will be used for working capital and to fund operation improvements at Hillgrove’s Kanmantoo mine in South Australia. Partner Julian Donnan led the transaction whilst Linklaters acted as US counsel. Clayton Utz and Norton Rose acted for Casimir Capital.

Amarchand Mangaldas has acted as domestic legal counsel to SKS Microfinance Ltd (SKS) in respect of its qualified institutional placement (QIP) of approximately 30.5 million equity shares for an aggregate amount of INR2.3 billion (US$41m). The QIP was followed by a preferential issue of SKS equity shares for INR335.5 million (US$6m). SKS is the sole listed microfinance entity in India and one of the few in the world. The placement document was filed with Bombay Stock Exchange Ltd and National Stock Exchange Ltd on 17 July 2012 and the equity shares were allotted to investors on 19 July 2012. This is the first QIP in the financial services sector in FY13 and is the largest capital raising in the microfinance sector post SKS Microfinance Ltd’s IPO in August 2010. Partner Anshuman Jaiswal led the transaction. Credit Suisse Securities (India) Private Ltd and Yes Bank Ltd, the joint global coordinators and book runners, were advised by Linklaters Singapore Pte Ltd and S&R Associates as to international and domestic matters, respectively.

Amarchand & Mangaldas has also advised Sushil Pandurang Mantri in respect of its INR29.89 million (US$532,504) investment for a 51 percent controlling stake in SEBI-registered Azure Capital Advisors Private Ltd. The transaction was carried out in two phases. The first phase involved the signing of the share purchase agreement with the selling shareholders and the closing of the transaction which was completed on 31 January 2012. The second phase involved the execution of the shareholders agreement which was executed around 7 June 2012. Partner Reeba Chacko led the transaction.

AZB & Partners has advised Janalakshmi Financial Services Private Ltd (Janalakshmi) in respect of an acquisition of a minority stake for approximately INR800 million (US$14.25m) by GAWA Microfinance Fund I, India Financial Inclusion Fund, CVCI, Enam Shares & Securities Ltd and Tree Line Asia Master Fund (Singapore) Pt Ltd of Janalakshmi’s equity shares in its fourth round of equity raising. Partner Srinath Dasari led the transaction which was completed on 12 July 2012.

AZB & Partners has also advised Max India Ltd and Max New York Life Insurance Company Ltd (MNYL) in respect of the approximately US$19 million sale by Axis Bank Ltd to Max India Ltd of MNYL’s 19.15 million shares representing 1 percent of MNYL’s share capital. Partner Anil Kasturi led the transaction which was completed on 29 June 2012.

Baker & McKenzie has advised Europe-China growth capital private equity fund A CAPITAL in respect of one of the first major private investment in public equity (PIPE) transactions by a Chinese strategic investor teaming up with a private equity fund to invest in a leading European-listed company. A CAPITAL and a co-investor privately owned Sparkle Roll Holdings Ltd, one of China’s leading luxury goods distributors, increased share capital in Danish luxury consumer electronics company Bang & Olufsen A/S by 8.35 percent. Partner Thomas Gilles advised on the deal which is subject to approvals from Chinese authorities.

Clayton Utz has advised Nido Petroleum Ltd and its subsidiaries in respect of its senior secured borrowing base facility of up to US$30 million provided by Standard Bank. The facility will fund a significant portion of Nido Petroleum Ltd’s share of funding for the Galoc oil field Phase II development in the offshore North West Palawan Basin in the Philippines. Partner Rohan Mishra led the transaction.

CMS Hasche Sigle is advising Dirk Rossmann GmbH in respect of its agreement with Werner Schneider, the insolvency administrator of Ihr Platz GmbH & Co + KG, for Rossman’s acquisition of 104 Ihr Platz stores, including staff and the entire inventory. The deal will secure around 800 jobs for the long term. The acquisition will take place following approval from the Federal Cartel Office and the consent of individual landlords. Partner Dr Harald Kahlenberg is leading the transaction.

CMS Hasche Sigle has also advised Hans Georg Stetter in respect of the sale of truck mixer manufacturer Intermix GmbH to Putzmeister Holding GmbH. Intermix develops and produces concrete truck mixers, special-purpose machines and special mixers for tunnel building for the international construction industry. The company is the European market leader and was founded in 1984 by Hans Georg Stetter, whose father Georg Stetter launched the first concrete truck mixer. Intermix supplies approximately 800 machines annually worldwide. Partner Dr Thomas Meyding led the transaction.

Freshfields Bruckhaus Deringer has advised Abraaj Capital as the selling shareholder in respect of the US$2 billion IPO of IHH and its primary listing of shares on Bursa Malaysia and secondary listing of shares on the SGX. Abraaj Capital, a leading private equity manager investing in global growth markets, announced on 25 July 2012 the exit of its investment in IHH through the IPO. The firm also advised the Aydinlar family in its capacity as shareholders of IHH. Stephen Revell and Pervez Akhtar led the transaction.

Gide Loyrette Nouel has advised GDF SUEZ-Cofely in respect of a major project to build, own and operate the district cooling in Yujiapu, a new financial district in Tianjin, China. The project, part of the development and construction of Yujiapu as a “low carbon” model district, involves cooperation and joint venture arrangements between GDF SUEZ-Cofely and Tianjin Innovative Finance Investment Co. This project, which will be completed in several phases, will deliver cooling to 1.8 million m2 of office space. Partners Thomas Urlacher and Stephane Vernay led the transaction.

Hadiputranto, Hadinoto & Partners, the member firm of Baker & McKenzie International in Indonesia, has advised Indonesian food and beverage company PT Eatertainment International Tbk (SMMT) in respect of a back door listing by way of a rights issue of 820 million ordinary shares with a nominal value of IDR125 (US$0.013) per share and an offering price of IDR500 (US$0.053) per share. SMMT intends to change its main business to coal mining through the acquisition of two holding companies of PT Nagamas Makmur Jaya and PT Rajawali Resources, which indirectly own two mining subsidiary companies, PT International Prima Coal and PT Triaryani. Partner Tuti Hadiputranto led the transaction.

Hadiputranto, Hadinoto & Partners has also advised Standard Chartered Bank, The Hongkong and Shanghai Banking Corporation, Credit Suisse AG and Sumitomo Mitsui Banking Corporation in respect of a US$120 million facility agreement for the development, construction and completion of Trans Studio Resort integrated complex in Bandung. Trans Studio Resort is an integrated theme park, retail, and resort destination owned and developed by PT Para Bandung Propertindo. The facility was granted to a high-profile counterpart, whose group’s and individual sponsor’s track records are considered to be fast growing in Indonesia. Partners Emmanuel Hadjidakis and Nadia Nasoetion led the transaction.

J Sagar Associates has advised Travelocity.com LP, one of the world’s leading companies in online travel portal, in respect of the sale of its 100 percent shareholding in D V Travels Guru Private Ltd and Desiya Online Travel Distribution Private Ltd (Travelguru) to Yatra Online Private Ltd. Travelocity.com LP is a US based company indirectly holding 100 percent share capital of Travelguru through its subsidiaries in Singapore and Cayman Island. Partners Abeezar Faizullabhoy, Shiraj Salelkar, Sunil Jain and Ashok Dhingra led the transaction. Yatra Online Private Ltd was represented by AZB & Partners.

J Sagar Associates has also acted for Hindustan Unilever Ltd (HUL) in respect of the sale of one of its properties in Whitefield to Brigade Properties Private Ltd. The property is proposed to be developed by Brigade along with Singapore Investment Corporation (GIC), through its affiliate. Partner Vivek K Chandy led the transaction. Brigade Properties Private Ltd was represented by Amarchand Mangaldas Shroff & Co.

K Law has advised Pipavav Defence and Offshore Engineering Company Ltd (Pipavav Defence) in respect of its joint venture with Mazagaon Dock Ltd (MDL) for the construction of surface warships. The JV has been entered to further the objectives and in fulfillment of the requirements set forth in the “Guidelines for establishing Joint Venture companies by Defence Public Sector undertakings” dated 17 February 2012 issued by the Ministry of Defence, Government of India. MDL is the first among the defence public sector companies to invite and form a JV of this kind with a private enterprise. Partner Naina Krishna Murthy, assisted by partner Praveen Raju, led the transaction.

Khaitan & Co has advised Bank of India Osaka branch in respect of an external commercial borrowing facility for US$10 million provided to Ind-Swift Ltd for financing its capital expenditure requirements. Bank of India is a nationalised bank with a presence in all the major trade centres of the world. Partner Devidas Banerji advised on the transaction.

Khaitan & Co has also advised Nomura Research Institute Ltd (NRI) in respect of the acquisition of 100 percent shareholding of Anshin Software Private Ltd by Nomura Research Institute Asia Pacific Pte Ltd, one of NRI’s group entities. NRI is a leading provider of consulting services and IT solutions. Partner Rabindra Jhunjhunwala led the transaction with assistance from partner Sanjay Sanghvi.

Kirkland & Ellis is advising CITIC Securities Company Ltd and CITIC Securities International Company Ltd in respect of the purchase of Asian equity brokerage ‎CLSA from Credit Agricole ‎Corporate and Investment Bank for US $1.25 billion. The deal, announced on 20 July 2012, is the first acquisition of a foreign securities house by a Chinese financial institution. The acquisition will occur in two phases. The first phase involved the sale by Crédit Agricole CIB of 19.9 percent of CLSA’s capital to CITICS International for US$ 310.32 million on 20 July 2012. For the second phase, CITICS International has granted Crédit Agricole CIB a put option to sell the remaining 80.1 percent interest in CLSA to CITICS International for US$ 941.68 million, subject to regulatory and shareholder approvals. Partner Nicholas Norris led the transaction. Gide Loyrette Nouel, led by partner Guillaume Rougier-Brierre, is advising Crédit Agricole Corporate and Investment Bank.

Latham & Watkins has represented the existing bondholders in respect of the restructuring of foreign currency convertible bonds, including an exchange offer for new US$127.7 million 5.7 percent secured convertible bonds due 2017, convertible into ordinary shares of Subex Ltd. Subex Ltd is a global provider of business support systems headquartered in Bangalore with offices in Colorado, London, Singapore, Dubai, Ipswich and Sydney. Partners Rajiv Gupta, Lene Malthasen and Keith Halverstam led the transaction.

Latham & Watkins is also representing Michael Hui, founder, chairman and chief executive officer of ShangPharma Corporation, in respect of ShangPharma’s going private transaction. Hui has formed a consortium with TPG Star Charisma Ltd to acquire all of the outstanding shares of ShangPharma not currently owned by them in a going private transaction for between US$8.50 and US$9.50 per American Depositary Share in cash, subject to certain conditions. ShangPharma’s American Depositary Shares are listed on the NYSE. The acquisition is intended to be financed through a combination of debt and equity. TPG Star Charisma Ltd currently owns approximately 11 percent of ShangPharma while Hui owns approximately 54 percent. Partner Tim Gardner is leading the transaction.

Majmudar & Partners acted as Indian legal counsel to Bank of Baroda London in respect of a credit facility transaction in which the bank extended a term loan of US$25 million to Gujarat NRE Coking Coal Ltd for its capital requirements. The facility was backed by security from the company’s affiliates worldwide. The transaction was led by partner Akil Hirani.

Maples and Calder has acted as Cayman Islands counsel to Parade Technologies Ltd, which is listed on Taiwan’s GreTai Securities Market, in respect of the sale of approximately US$59 million of global depositary receipts (GDRs) by its pre-IPO investors. Each GDR is equal to one ordinary share of Parade. The GDRs will be listed on the Luxembourg Stock Exchange and traded on the Euro MTF Market. Parade is a Silicon Valley-based supplier of mixed-signal integrated circuits for computers, consumer electronics and display panels. Goldman Sachs International was the sole global coordinator and book-runner. Partner Christine Chang led the transaction whilst Lee and Li acted as ROC legal advisers. Simpson Thacher & Bartlett acted as the US counsel to the book-runner.

Milbank, Tweed, Hadley & McCloy has represented Nippon Telegraph and Telephone (NTT) in respect of its global offering of US$750 million 1.4 percent notes due 2017. This was the first registered offering by NTT in 14 years and was priced with the lowest coupon in the Yankee space. NTT operates one of the largest telephone networks in the world. Partner Robert W Mullen Jr led the transaction.

Minter Ellison has advised Australian Bluegum Plantations Pty Ltd in respect of its agreement to acquire Gunns Ltd’s woodchip export facility at the Port of Portland for approximately A$61.8 million (US$63.8m) and its acquisition of Elders’ pulpwood assets in Albany, Bunbury and the Green Triangle. The Port of Portland transaction, which is subject to customary conditions, provides a tolling arrangement for future access by Gunns to the woodchip export facility for the sale of forest products from the Green Triangle in Victoria and South Australia that are under Gunns’ management. Under the deal with Elders, ABP acquired 12,400 hectares of freehold land in Albany, Bunbury and the Green Triangle; the Albany woodchip export facility of Pulpwood Plantations Terminals Pty Ltd; and Elders owned standing timber in Albany, Bunbury and the Green Triangle. Partners Callen O’Brien and Martin Bennett led the transaction. DLA Piper partners Carrie Follas and Michael Reed advised Gunns Ltd whilst Freehills partners Robert Nicholson and Al Donald advised Elders.

Minter Ellison has also acted as Australian counsel to Power Origin Developments BVI in respect of its private placement in ASX-listed Universal Coal plc. Power Origin, an entity controlled by Hong Kong-based mining, minerals and resources investor Yat Hoi Ning, acquired equity in Universal Coal in two tranches, worth around A$7 million (US$7.2m) and A$3 million (US$3.1m), respectively. The placement gives Power Origin a 19.99 percent stake in the company. The deal secures nearly half of the equity Universal Coal needs for its A$50 million (US$51.6m) Kangala thermal coal project in South Africa. Michael Gajic led the transaction with partner James Philips whilst White & Case, led by Virginia Tam, acted as Hong Kong counsel. Sparke Helmore, led by MichelleSegaert, advised Universal Coal.

Paul Hastings has represented the placement agents in respect of Ayala Land Inc’s (Ayala Land) US$326 million top-up placement. Ayala Land is the real-estate unit under Philippine conglomerate Ayala Corporation and is one of the country’s leading property developers. The placement will fund Ayala Land’s capital expenditures and will be used towards capturing further real estate growth opportunities in the Philippines. The transaction marked the largest-ever overnight placement in the Philippines and the largest by a real estate company in Southeast Asia since 2005. Partners Patricia Tan Openshaw, Steven Winegar and Neil Torpey led the transaction.

Rajah & Tann has advised OCBC Bank and its insurance arm Great Eastern Holdings Ltd in respect of the sale by the group and the Lee family of their approximately 22 percent stake in Fraser & Neave Ltd to Thai Beverage Public Company Ltd and more than 8 percent stake in Asia Pacific Breweries Ltd to Kindest Place Groups Ltd for an aggregate consideration of approximately S$3.8 billion (US$3b). Partners Goh Kian Hwee, Serene Yeo and Cynthia Goh led the transaction which was announced on 18 July 2012 and is still ongoing. WongPartnership, led by partners Ng Wai King, Annabelle Yip, Teo Hsiao-Huey and Ameera Ashraf, acted for Thai Beverage Public Company Ltd and Kindest Place Groups Ltd.

Rodyk & Davidson has acted for Roxy Pacific Holdings Ltd’s subsidiary RP Assets Pte Ltd in respect of its purchase of Sophia Mansions for S$43.3 million (US$34.5m). The transaction is a collective purchase of 19 strata units within the development and is subject to the approval of the Strata Titles Board or the High Court, as the case may require. Partner Lee Liat Yeang, supported by partner Nadia Cardoz, led the transaction.

Rodyk & Davidson is also acting for Mercatus Co-operative Ltd in respect of its purchase of a 50 percent stake in nex shopping mall from a Pramerica Asia fund, which values the Serangoon-located shopping mall at S$1.65 billion (US$1.3b). The transaction is possibly the biggest property investment deal of the year. Partner Valerie Ong led the transaction, supported by partners Melanie Lim, Tan Shi Jie, Lee Ho Wah and Au Yong Hung Mun.

Skadden, Arps, Slate, Meagher & Flom is representing Stanley Black & Decker in respect of its US$850 million acquisition of Hong Kong-based Infastech, one of the world’s largest producers of engineered mechanical fasteners, from Asia Trading Holdings Ltd, an entity controlled by funds advised by CVC Capital Partners Ltd (CVC) and Standard Chartered Private Equity Ltd (SCPEL). Partners John Adebiyi, Sean Doyle, Edward Gonzalez, Bruce Goldner, Stuart Alperin, Ian John and Frederic Depoortere advised on the transaction which was announced on 23 July 2012. Clifford Chance, led by partners Neeraj Budhwani and Andrew Whan, acted for Asia Trading Holdings Ltd whilst Walkers, led by partners Arwel Lewis and Ashley Davies, acted as Cayman Islands counsel to CVC Capital Partners.

WongPartnership has acted for the joint global coordinators, joint book-runners, issue managers and underwriters in respect of Ascendas Hospitality Trust’s (A-HTRUST) Regulation S IPO to raise approximately S$706.6 million (US$562.6m). The firm also acted for the syndicate of lenders in the financing to A-HTRUST for the acquisition of properties situated in multiple geographic locations to facilitate the admission of the stapled securities of A-HTRUST to the SGX ST. Partners Rachel Eng and Colin Ong led the IPO whilst partner Susan Wong led the financing.