Deals – 27 August 2010

Allen & Gledhill LLP is also advising YTL Starhill Global REIT Management Limited, as manager of Starhill Global REIT MTN Pte Ltd (Starhill Global REIT), in respect of Starhill Global REIT’s issuance of S$124 million 3.405 percent notes due 2015 under its S$2 billion Multicurrency Medium Term Note Programme. Payments in respect of the notes are irrevocably and unconditionally guaranteed by Starhill Global REIT’s parent company HSBC Institutional Trust Services (Singapore) Limited, in its capacity as trustee. Partner Margaret Chin led the firm’s advisory team.

Appleby has acted as the Cayman Islands counsel for securities brokerage house Bright Smart Securities & Commodities Group Limited (Bright Smart) in respect of its listing on the HKSE on 25 August 2010. BOCOM International (Asia) Limited and Somerley Limited are the joint sponsors of the listing. Net proceeds from the offer are estimated to be around HK$218 million (US$28m) and are planned to be used for further funding and development of the group’s margin and IPO financing businesses and its futures & commodities brokerage businesses. Corporate partner Judy Lee led the firm’s advisory team, whilst K&L Gates also advised Bright Smart as to Hong Kong law. Loong & Yeung advised the sponsors and underwriters as to Hong Kong law.

AZB & Partners has advised Standard Chartered Bank in respect of an approximate US$425 million single currency term facility extended to Jindal Steel & Power (Mauritius) Limited by certain lenders, with Standard Chartered Bank and BNP Paribas acting as the arrangers. The facility availed by the borrower was guaranteed by Jindal Steel & Power Limited. Partner Vishnu Jerome led the transaction.

AZB & Partners has also advised the International Finance Corporation (IFC) in respect of a US$5 million guaranteed loan extended to Marico South Africa (Proprietary) Limited, a company incorporated in South Africa. Partner Gautam Saha led the transaction.

Baker & McKenzie is advising Shanghai Jin Jiang International Hotels (Group) Company Limited (JJ) on the Hong Kong law aspects of the proposed acquisition of certain assets, valued at approximately RMB2.7 billion (US$397m), from its parent company Jin Jiang International (JJI), which operates passenger transport and logistics services. Under the agreement, JJ has agreed to acquire approximately 38.54 percent of JJI and approximately 50.21 percent of travel agency operator Jin Jiang Travel. As part of the deal, JJ will issue approximately one billion new domestic shares to JJI, thereby raising JJI’s stake in JJ to approximately 72.15 percent. The transaction is subject to regulatory and shareholder approval and is expected to be completed in early 2011. The firm’s team is being led by M&A and securities partners Elsa Chan and Anthony Jacobsen.

Baker & McKenzie has also advised Danone Asia Pte Limited (Danone) in respect of the sale of its 22.98 percent shareholding in HKSE-listed China Huiyuan Juice Group Limited to SAIF Partners, a Hong Kong-based private equity firm. The sale, valued at approximately €200 million (US$253m), is in line with Danone’s strategy to focus the activities of its water division on natural mineral and spring water beverages. The firm’s team was led by partner Elsa Chan.

Blake Dawson has advised Toronto-listed lithium explorer Salares Lithium Inc (Salares) in respect of its agreement with leading global lithium producer Talison Lithium Limited (Talison) to combine their lithium assets and undertake a merger by way of a plan of arrangement under the British Columbia Business Corporations Act. The merger will create the world’s largest lithium production company with a market capitalisation of approximately C$340 million (US$320m). Under the proposed plan of arrangement, common shares of Salares will be exchanged for ordinary shares of Talison so that, upon completion, Salares will become a wholly owned subsidiary of Talison, with existing Salares and Talison shareholders holding 20 percent and 80 percent of Talison, respectively. The firm’s team was led by partner Murray Wheater.

Clayton Utz is advising Hong Kong-based Noble Group in respect of its acquisition of a A$58.8 million (US$52m) stake in Aston Resources (Aston) and the long term coal off-take agreement from Aston’s Maules Creek mine. Partners Stuart MacGregor, Rory Moriarty and Stuart Byrne are leading the transaction. The firm is also advising the company on the sale of its interest in the Middlemount Joint Venture to Gloucester Coal Limited, as well as representing Noble in relation to its takeover bid for Gloucester.

Meanwhile, Clifford Chance has advised Noble Group in respect of a US$750 million dual-tranche debt issue. The issue, which priced on 30 July 2010, comprised a US$500 million 4.87 percent semi-annual five-year security and a US$250 million 6.625 percent 10-year bond. JP Morgan was sole bookrunner to the deal, which it co-managed alongside ING, Societe Generale and RBS. Connie Heng led the firm’s advisory team.

Colin Ng & Partners LLP has advised Taster Food Pte Ltd, a 70 percent-owned subsidiary of the BreadTalk Group, in respect of a joint venture with Fairy Rise Development Limited. The JV company, Taster Food International Pte Ltd, is to acquire a stake in Taster Food (Thailand) Co Limited, and pursuant to a franchise agreement with Din Tai Fung Co Limited, the “Din Tai Fung” restaurants in Thailand will be established and operated by Taster Food (Thailand) Co Limited. The parties will invest an initial set-up sum of THB50 million (US$1.6m) to fund the set-up of the first Din Tai Fung restaurant in Thailand. This latest venture will enable the Breadtalk Group to expand the Din Tai Fung franchise in Thailand. Partner Kong Seh Ping led the transaction.

Colin Ng & Partners LLP has also acted as Singapore counsel to NASDAQ-listed leading electronic components and semiconductors distributor Nu Horizons Electronics Corp (Nu Horizons) and its Singapore subsidiaries in respect of its US$80 million asset-backed loan facility with Wells Fargo Capital Finance (part of Wells Fargo & Company) and two other banks. The facility will be used to fund Nu Horizons’ working capital requirements in the US, UK and Asia, and to repay Nu Horizons’ existing indebtedness. Security for the facility includes debentures and guarantees provided by the Singapore subsidiaries of Nu Horizons. Partner Bill Jamieson led the firm’s team in advising on the transaction, whilst Farrell Fritz PC, led by Lisa Vaccaro, advised as to New York law.

Davis Polk & Wardwell LLP has advised Credit Suisse (Singapore) Limited and JP Morgan Securities Limited as international selling agents in respect of the global IPO of 34 billion ordinary shares of PT Berau Coal Energy Tbk – a holding company that indirectly owns 90 percent of PT Berau Coal, the fifth-largest coal producer in Indonesia in terms of production volume – for an aggregate amount of IDR1.36 trillion (US$152m). The offering consisted of a registered public offering in Indonesia and an international offering in reliance on Rule 144A and Reg S. The shares were listed on the Indonesia Stock Exchange. The firm’s advisory team was led by partner William F Barron.

Davis Polk & Wardwell LLP has also advised Morgan Stanley & Co International plc and Standard Chartered Bank as initial purchasers in respect of the US$250 million Rule 144A/Regulation S offering of 12.5 percent high-yield notes due 2017 by HKSE-listed KWG Property Holding Limited, a leading privately owned property developer in the PRC. Partners William F Barron and Eugene C Gregor led the transaction. Meanwhile, KWG Property Holding Limited was advised by Sidley Austin as to US and Hong Kong law, by Conyers, Dill & Pearman as to BVI and Cayman Islands law, and by Jingtian & Gongcheng as to PRC law. The initial purchasers were advised by Commerce and Finance Law Offices as to PRC law.

DLA Piper has advised chairman Yonghua Lu of Solarfun Power Holdings Co Ltd (Solarfun), a vertically integrated manufacturer of silicon ingots, wafers and photovoltaic cells and modules, in respect of agreements that will result in a change of control of Solarfun. Lu will sell all of his approximately 38.6 million Solarfun ordinary shares to Hanwha Chemical Corporation (Hanwha), a leading global chemical company listed on the Korean Stock Exchange, whilst Hanwha has entered into separate agreements, amongst others, to purchase from Solarfun’s largest investor approximately 36.5 million Solarfun ordinary shares and 1.28 million Solarfun ADSs. Upon closing of these transactions, Hanwha will own 49.99 percent of Solarfun’s outstanding shares and hold a 49.99 percent voting interest in the company. Completion of all the transactions is subject to customary closing conditions, including receipt of specified regulatory approvals and consents. Partner Gene Buttrill led the transaction.

Freshfields Bruckhaus Deringer has advised leading PRC steel producer China Oriental Group Company Limited in respect of its US$550 million five-year, 8 percent secured high-yield bond issue. The proceeds of the offering will be used to fund projects including potential acquisitions of steel mills in China, capital expenditure projects at its current production facilities and potential investments in iron ore assets. Deutsche Bank is the sole global coordinator to the issue, also acting as joint lead manager and bookrunner alongside ING. Partners Kay Ian Ng, Ken Martin and Calvin Lai led the transaction. King & Wood advised as to PRC law whilst Conyers, Dill & Pearman advised as to BVI and Bermuda law. Davis Polk & Wardwell LLP, led by partners Eugene C Gregor and William F Barron, advised Deutsche Bank AG and ING Bank NV. The initial purchasers were advised by Jun He as to PRC law.

Herbert Smith and its Indonesian associated law firm Hisawara Bunjamin and Tanjung have advised Industrial and Commercial Bank of China (Asia) Limited (ICBC Asia), PT Bank ICBC Indonesia (ICBC Indonesia) and Industrial and Commercial Bank of China (ICBC) in respect of the RMB 2 billion (US$294m) offshore Sinosure-covered export financing framework arrangement provided to PT Bakrie Telecom Tbk (Bakrie). The transaction represents the first commercial Renminbi loan provided to a company outside of China. Proceeds of the facility will be used by Bakrie to finance the purchasing of telecoms equipment from Huawei Technology Co Ltd. The collaborative team of the two firms was led by partners Alexander Aitken, David Dawborn and Tjahjadi Bunjamin.

Khaitan & Co has advised The Blackstone Group in respect of its investment in Gateway Rail Freight Limited (GRFL), a subsidiary of Indian-listed Gateway Distriparks Limited which is involved in transport and logistics, primarily rail haulage and management of inland container depots and container freight stations. Partner Rabindra Jhunjhunwala acted on the matter, which was valued at approximately US$65 million.

Khaitan & Co has also acted as Indian legal counsel to Reliance Industries Ltd in respect of its acquisition of an approximate 40 percent stake in Pennsylvania-based Atlas Energy to create a joint venture to develop a 300,000-acre portion of the shale. The transaction was valued at approximately US$1.7 billion. Senior partner Haigreve Khaitan acted on the matter.

Kim & Chang has advised Korea Development Bank in respect of a US$133.7 million shipping finance deal for Korean-headquartered logistics company Glovis. The deal involved three ships, including two pure car and truck carriers (PCTC) with 6,500 car capacities each to be delivered by 2012. Korea Development Bank extended US$49.7 million towards the financing whilst the Korea Finance Corporation and ABN Amro provided US$42 million each. The deal financed the first PCTCs ordered since the shock of the Lehman collapse. Partner Hi-Sun Yoon led the transaction.

King & Wood has acted as the sole Chinese legal counsel in respect of the antitrust aspects of the proposed acquisition of Alcon Inc by Novartis AG, which has been conditionally approved by the Ministry of Commerce. Novartis and Alcon are global suppliers of pharmaceutical products, and after the acquisition Novartis is set to become the majority shareholder in Alcon. The transaction, which was valued at approximately US$28 billion, is the 6th merger that has been approved with conditions since the enactment of the Anti-Monopoly Law in 2008. The firm’s team was led by Beijing-based partner Susan Ning.

Latham & Watkins has represented Morgan Stanley & Co International plc and Piper Jaffray & Co as representatives of the underwriters in respect of the IPO of China Kanghui Holdings, the PRC’s leading orthopedic implants developer, manufacturer and marketer. The offering, which consisted of approximately 7.7 million American depositary shares (representing more than 46 million ordinary shares) listed on the NYSE, grossed approximately US$78.7 million. The transaction priced on 10 August 2010 and closed on 16 August 2010. The firm’s team was led by Hong Kong corporate partner David Zhang and Beijing corporate partner Allen Wang.

Mallesons Stephen Jaques is acting for Xstrata in respect of its A$428 million (US$377m) takeover bid for Sphere Minerals (Sphere). Sphere’s assets are located in West Africa, with interests in three iron ore projects in Mauritania, and the acquisition will bring together Xstrata’s bulk mining and project development capabilities and Sphere’s iron ore expertise, which is anchored on a successful performance record in Mauritania. Xstrata will fund the deal through existing credit facilities and cash. The firm’s team is being led by M&A partner Nick Pappas.

Mallesons Stephen Jaques is also acting for Glencore International (Glencore) in respect of its joint venture with Blackthorn Resources concerning the Perkoa Zinc Project in West Africa. Under the proposed JV arrangements, Glencore will invest US$80 million in the project to fund the remaining capital expected to be required to commission the Perkoa Zinc Mine Project. The first US$50 million investment by Glencore will be in the form of equity contribution, with up to US$30 million to be provided in the form of project finance for the JV. Upon formation of the JV, Glencore will control 50.1 percent of the Perkoa Zinc Project. M&A partner Nick Pappas also led the firm’s advisory team.

Maples and Calder has acted as Cayman Islands counsel to Daiwa Asset Management Co Ltd in respect of the establishment of the Daiwa Fund Series – Daiwa Emerging Bond Fund (Currency Select) – The Tower of Currency. The fund is structured as a unit trust and will be marketed in Japan to retail investors. Daiwa Asset Management (Europe) Ltd, the investment manager of the fund, will invest for the account of the fund. The firm’s team was led by partner Spencer Privett. Japanese legal advice was provided by Mori Hamada & Matsumoto.

Maples and Calder has also acted as Cayman Islands and BVI counsel to HKSE listed Chaoda Modern Agriculture (Holdings) (Chaoda) in respect of its US$200 million issue of guaranteed convertible bonds due 2015. The bonds will be guaranteed by Chaoda’s BVI subsidiaries and secured by share charges over those subsidiaries. The proceeds will be used for expanding existing and establishing new production areas in the PRC, complemented by other areas for product varieties, seasonality and market demand, and for general working capital. Citigroup Global Markets Limited was the bonds placement agent. Greg Knowles and Richard Spooner led the firm’s team in advising on the transaction, whilst Sidley Austin acted as international counsel to Chaoda. Clifford Chance advised Citigroup Global Markets Limited.

Mayer Brown JSM has advised Shanghai Industrial Holdings Limited – a 51 percent-owned, listed subsidiary of Shanghai Industrial Investment (Holdings) Co Ltd, which is beneficially controlled by the Shanghai Municipal Government – in respect of its acquisition of Neo-China Land Group (Holdings) Limited (Neo-China), a listed company principally engaged in property development and investment in the PRC. The transaction involves the acquisition of existing shares, the subscription of new shares, and mandatory cash offers for all the issued shares and convertible securities of Neo-China. Corporate and finance partners Patrick Wong and Allan Yu led the transaction.

Milbank, Tweed, Hadley & McCloy LLP has advised the underwriters in respect of the US$650 million high yield bond offering by PT Indosat Tbk (Indosat), one of Indonesia’s largest mobile phone companies. The offering consisted of 10-year unsecured 7.357 percent senior notes due 2020. The notes were issued by Indosat Palapa Company BV and unconditionally and irrevocably guaranteed by Indosat. Singapore-based partner Naomi Ishikawa led the firm’s team in advising on the deal, whilst Melli Darsa & Co acted as Indonesian counsel. Meanwhile, Sidley Austin and Assegaf Hamzah & Partners advised the issuer.

Mori Hamada & Matsumoto has advised Nippon Commercial Investment Corporation (NCIC) in respect of an agreement for its acquisition, via a merger, by United Urban Investment Corporation (UUR). The transaction, valued at approximately JPY25.4 million (US$271m), will enable UUR to expand its assets, which should contribute to more efficient operation and lead to further asset diversification. Post transaction, UUR will be the continuing entity whilst NCIC will be delisted from the Tokyo Stock Exchange. The transaction is subject to shareholder approval and the approval of the cancellation of NCIC’s asset management trust contract. The deal is expected to be completed on 1 December 2010. Harume Nakano, Yasuhiko Fujitsu and Motoya Ishibashi led the firm’s team in advising on the transaction, whilst Shearman & Sterling LLP and Nagashima Ohno & Tsunematsu advised United Urban Investment Corporation.

Nishith Desai Associates has acted as legal and tax counsel to Reliance Broadcast Network Limited (a part of the Reliance Anil Dhirubhai Ambani Group), in respect of its 50:50 joint venture with CBS Studios International. The JV will see the creation of three new English entertainment channels to be made available across a network of platforms to audiences in India, Nepal, Bhutan, Sri Lanka, Bangladesh, the Maldives and Pakistan. The proposed channels will be: (i) BIG CBS Prime, which would be a premium English general entertainment channel, (ii) BIG CBS Spark, which would be India’s first ever English youth channel, and (iii) BIG CBS Love, which would be India’s first ever women’s English entertainment channel.

Norton Rose (Middle East) LLP has advised Kuveyt Türk Katılım Bankası (Kuveyt Türk), a Turkish subsidiary of Kuwait Finance House, in respect of the issuance of Kuveyt Türk’s US$100 million sukuk, the first ever sukuk from Turkey and the first bank sukuk originating from Europe. The sukuk is issued by KT Turkey Sukuk Limited, an orphan special purpose vehicle incorporated in the Cayman Islands. The portfolio underlying the issuance has been carefully tailored to ensure that the cash flows supporting payments to sukuk holders will be Shariah compliant. In a mix of Murabaha and Ijara receivables, not less than 51 percent will be derived from Ijara contracts. Rizwan Kanji led the firm’s advisory team, whilst Hogan Lovells acted for Citigroup Global Markets Ltd and Liquidity Management House, the joint lead managers on the transaction.

Shearman & Sterling is representing global investment firms Norwest Venture Partners and The Xander Group Inc in respect of their proposed acquisition, valued at approximately INR4 billion (US$86m), of an interest in Sadbhav Infrastructure Project Limited (SIPL), an entity primarily involved in the development of highways and road projects in India. The subscription proceeds will be used by SIPL – a wholly-owned subsidiary of Sadbhav Engineering Limited, one of India ’s leading companies engaged in engineering, construction and development of infrastructure projects – to fund existing road development projects and to bid for new road development and other infrastructure projects. Hong Kong M&A counsel Sidharth Bhasin led the firm’s advisory team.

Stamford Law has advised SGX Mainboard-listed leading Indonesian palm oil producer Kencana Agri Limited (Kencana) in respect of the proposed subscription and vendor placement of approximately 229.6 million ordinary shares by the world’s largest palm oil firm, Wilmar International Limited (Wilmar), through its wholly-owned subsidiary Newbloom Pte Ltd. Wilmar will purchase a 20 percent stake in Kencana at S$0.35 (US$0.26) per share. The 20 percent stake (which represents approximately 229.6 million ordinary shares) comprises 150 million new shares from Kencana and 79.6 million vendor shares from Kencana Holdings Pte Ltd. Most of the net proceeds raised from the issuance of the new shares will be used to fund expansion plans. Director Ng Joo Khin led the team.

Stamford Law has also advised China International Fund Limited (CIF) in respect of an agreement with AIM-listed iron ore miner Bellzone Mining Plc (Bellzone) to fund and develop the estimated US$2.7 billion Kalia Iron Project in Guinea and finance the development of the Kalia Mine. Under the agreement, CIF will fund the entire infrastructure required for the project to produce and transport a minimum of 50 million tonnes per annum of iron ore. Bellzone will transfer to CIF – with the agreement of the Guinean Minister of Mines and Geology – an area equal to approximately 50 percent of the Kalia II Prospect and 100 percent of the Faranah permit. In addition, Bellzone and CIF will create a 50:50 joint venture to develop the Forecariah Iron Permits, which are located only 40km from the Guinea coastline. Director Yap Wai Ming led the team.

Watson, Farley & Williams LLP’s Singapore office has advised ABN AMRO Bank NV Singapore Branch in its capacity as agent and senior lender in respect of the pre-delivery and post-delivery term loan facilities to a Panamanian single purpose company established under the Korea Development Bank Shipping Fund Program for the acquisition of a capesize class dry bulk carrier. The firm’s team was led by partner Madeline Leong.

White & Case LLP has advised China Development Bank Corporation (CDB) in respect of on two loans, together valued at over US$20 billion, to Venezuela’s Banco de Desarrollo Económico y Social de Venezuela (BANDES). The financing, which was signed 23 August 2010, is one of the largest that CDB has extended to any one country. Beijing office head Xiaoming Li led the transaction.

WongPartnership LLP has acted for Emirates Property Holdings Limited, an indirect wholly-owned subsidiary of Emaar Properties PJSC and Golden Ace Pte Ltd, in respect of the voluntary conditional cash offer by Peak Retail Investments Pte Ltd to acquire all the issued and paid-up ordinary shares in the capital of RSH Limited. Partners Andrew Ang, Christy Anne Lim and Kenneth Leong acted on the matter.

WongPartnership LLP has also acted for Olam International Limited (Olam) in respect of its issue of US$250 million of 7.5 percent 10-year fixed rate unsecured bonds. HSBC and JPMorgan acted as joint lead managers and joint bookrunners. This is the first unrated Singapore company to raise funds in the international debt market. It is also the first unrated offering of US-dollar denominated bonds by a Singapore company in the international debt market. Notwithstanding the fact that both the company and the offering were unrated, Olam was able to raise long-term unsecured debt with a maturity of 10 years. Partners Tan Kay Kheng and Colin Ong acted on the matter.