Deals – 27 August 2014

Allen & Gledhill has also advised Frasers Hospitality Asset Management Pte Ltd as manager of Frasers Hospitality Real Estate Investment Trust (FH-REIT), Frasers Hospitality Trust Management, as trustee-manager of Frasers Hospitality Business Trust (FH-BT), and Frasers Centrepoint Ltd, as sponsor, in respect of the IPO of Frasers Hospitality Trust (FHT), a hospitality stapled group comprising of FH-REIT and FH-BT. The gross proceeds raised were approximately S$367.9 million (US$294.25m). In connection with the IPO, the firm also advised on the acquisition of the Singapore properties of FHT’s initial portfolio valued at approximately S$825 million (US$659.8m), accounting for approximately 50 percent of the total value of the initial portfolio. Partners Jerry Koh, Long Pee Hua, Chua Bor Jern, Ho Kin San and Fock Kah Yan led the transaction.

Appleby has acted as Cayman counsel for Glory Flame Holdings Ltd and King Force Security Holdings Ltd in respect of their listing on the Growth Enterprise Market of the HKSE on 15 August 2014 and 20 August 2014, respectively. Glory Flame provides concrete demolition subcontracting services in Hong Kong. A majority of the net proceeds from the listing will be used to enhance and acquire additional machinery and equipment and to strengthen its manpower by recruiting more skilled workers. King Force provides manned security guarding services under Type I security work in accordance with the security company license regime in Hong Kong. A majority of the net proceeds from the listing will be used to strengthen staff recruitment and training and to expand the company’s security guarding and patrol team. Hong Kong corporate partner Judy Lee led the transactions whilst Loong & Yeung advised as to Hong Kong law. Pang & Co in association with Loeb & Loeb acted for the underwriters of the Glory Flame listing whilst CFN Lawyers in association with Broad & Bright acted for the underwriters of the King Force listing as to Hong Kong law.

Baker & McKenzie advised Allied World Assurance Company Ltd in respect of its approximately US$215 million acquisition of the Singapore and Hong Kong operations of Royal & Sun Alliance Insurance plc (RSA). The transaction significantly widens Allied World’s international reach and expands its share of leading specialty businesses in the key Asian markets. The transaction, which is subject to regulatory approvals in Singapore and Hong Kong as well as court approval in Singapore, is expected to be completed in the first half of 2015. Allied World Assurance Company Holdings AG, through its subsidiaries and brand known as Allied World, is a global provider of property, casualty and specialty insurance and reinsurance solutions. RSA’s business in Hong Kong and Singapore includes several specialty lines, such as casualty, construction and engineering, marine and property. In 2013, the total gross premiums were approximately US$250 million. Andrew Martin, principal and head of the corporate and securities practice at Baker & McKenzie. Wong & Leow, the member firm of Baker & McKenzie in Singapore, and partner Tracy Wut led the transaction.

Baker & McKenzie is also advising The Link Management Ltd, the manager of The Link Real Estate Investment Trust (The Link REIT), in respect of The Link REIT’s acquisition of the commercial development, signage areas and commercial private car and motorcycle parking spaces of Lions Rise Mall in Kowloon from a wholly-owned subsidiary of Kerry Properties Ltd for a total consideration of HK$1.38 billion (US$178m). The Link REIT currently has a portfolio consisting of 178 properties with an internal floor area of approximately 11 million square feet of retail space and 78,000 car park spaces. Real estate partner Debbie Cheung is leading the transaction.

Clifford Chance has advised the lead managers CLSA India Ltd and JP Morgan India Private Ltd in respect of Prestige Estates Projects Ltd’s approximately US$100 million Regulation S / Rule 144A qualified institutions placement of 25 million equity shares at INR245 (US$4.05) per share. Listed on the National Stock Exchange of India and the Bombay Stock Exchange, Prestige is one of the largest real estate developers in South India with over 28 years’ experience, having completed 177 residential, commercial and hospitality projects throughout South India. Partner Rahul Guptan led the transaction whilst S&R Associates acted as Indian counsel. Amarchand & Mangaldas advised Prestige as to Indian law.

Clifford Chance has also advised the joint global coordinators, Merrill Lynch (Singapore) Pte Ltd, the Hongkong and Shanghai Banking Corp Ltd Singapore Branch and JP Morgan (SEA) Ltd, as the joint lead managers and underwriters, in respect of Oversea-Chinese Banking Corp Ltd’s (OCBC) renounceable rights issue of up to approximately 440 million rights shares at an issue price of S$7.65 (US$6.13) totalling S$3.37 billion (US$2.7b). OCBC, the longest established Singapore bank, is now the second largest financial services group in Southeast Asia by assets. Capital markets partner Raymond Tong led the transaction with partner Johannes Juette.

Colin Ng & Partners has acted for Bel Fuse Inc in respect of its acquisition from ABB of the Power One Solutions business, which included 100 percent of the shareholding in the Singapore subsidiary Power-One Pte Ltd. Bel Fuse is primarily engaged in the design, manufacture and sale of products used in networking, telecommunications, high speed data transmission, commercial aerospace, military, transportation and consumer electronics. The transaction is part of Bel Fuse’s plan to further develop its power business. Partner Bll Jamieson led the transaction.

Davis Polk has advised Morgan Stanley in respect of its SEC-registered offering in Taiwan of US$950 million fixed-rate redeemable senior notes due 2044. The notes were settled in Euroclear and Clearstream and are listed on the GreTai Securities Market in Taiwan and offered in Taiwan to professional institutional investors. The notes are the first SEC-registered notes listed on the GreTai Securities Market. The underwriters for the offering were CTBC Bank Co Ltd and Cathay United Bank Co Ltd. The global structuring agent and coordinator was Morgan Stanley & Co LLC whilst the co-structuring agent and coordinator was Mitsubishi UFJ Securities (USA) Inc. Partners Christopher S Schell and Po Sit led the transaction. The underwriters were represented by Sidley Austin as to US law. The issuer was represented by Lee and Li as to Taiwanese law.

Hogan Lovells has advised Standard Chartered Securities (Hong Kong) Ltd as the sole book-runner and placing agent in respect of the sale of 26 million H shares in New China Life Insurance Company Ltd, raising approximately US$93.9 million. HKSE-listed New China Life Insurance is engaged in the provision of life insurance and wealth management services locally and globally. The transaction is the firm’s second placement for Standard Chartered, following its placing of 600 million existing shares in Tongda Group Holdings Ltd for US$86.7 million in March this year. Hong Kong partner Terence Lau, supported by partner Thomas Tarala, led the transaction.

Khaitan & Co has advised Oesterreichische Entwicklungsbank AG Austria in respect of the amendment of terms in the approximately US$20 million external commercial borrowing facilities availed by SREI Infrastructure Finance Ltd to finance projects in the infrastructure sector in India, renewable energy, energy efficiency, water treatment facilities and waste treatment facilities. Partner Devidas Banerji led the transaction.

Khaitan & Co has also advised 3i Infotech Ltd and Professional Access (PA) in respect of the sale of the entire business undertaking relating to Oracle ATG in Professional Access Software Development Private Ltd to Zensar Technologies Ltd (India) by way of a slump sale in an all-cash deal, and the divestment of the entire shareholding in Professional Access Ltd by 3i Infotech Holdings Pvt Ltd, its Mauritius-based subsidiary, to Zensar Technologies Inc USA for a cash consideration. Partner Haigreve Khaitan and associate partner Niren Patel led the transaction.

Kirkland & Ellis has represented Orchid Asia Group Management Ltd, a leading independent Chinese private equity firm, in respect of the closing of its sixth private equity fund Orchid Asia VI. The fund closed at its hard cap with aggregate capital commitments of US$920 million. The fund, which will continue Orchid Asia’s investment strategy in China’s consumer services and products sector and the outsourced manufacturing and services sector, accepted commitments from a broad mix of global institutional investors, including public and private pension plans, endowments and foundations, diversified financial institutions and family offices. Hong Kong-based private funds partners Justin Dolling and Carol Liu led the transaction.

Luthra & Luthra has advised JSW Steel Ltd in respect of a definitive agreement with Welspun Enterprises Ltd and Welspun Maxsteel Ltd pursuant to which JSW will acquire the entire share capital of Welspun Maxsteel from Welspun Enterprises for an enterprise value of INR1,000 crore (US$165.45m) plus net current assets, subject to relevant regulatory approvals and customary closing conditions. Partners Amit Shetye and Bikash Jhawar led the transaction. Welspun Enterprises and Welspun Maxsteel were advised by Vaish Associates led by partner Martand Singh.

Maples and Calder has acted as Cayman Islands counsel to iDreamSky Technology Ltd in respect of its IPO of approximately 8.86 American depositary shares (ADSs), including the sale of approximately 1.1 million additional ADSs to cover over-allotments. Each ADS represents four iDreamSky Class A ordinary shares. The offering, which closed on 12 August 2014, raised approximately US$132 million, including the over-allotments. The ADSs were listed on the NASDAQ Global Select Market. JP Morgan Securities LLC and Credit Suisse Securities (USA) LLC acted as joint book-runners. iDreamSky is one of the largest mobile game publishing platforms in China based on the number of active users. Partner Greg Knowles led the transaction whilst Kirkland & Ellis International acted as US counsel. Davis Polk & Wardwell advised the underwriters.

Maples and Calder is also acting as Cayman Islands counsel to Actions Semiconductor Co Ltd in respect of its offer to purchase for cash up to 60 million of its ordinary shares, including shares represented by American Depositary Shares (ADSs), subject to conditions set forth in an offer to purchase dated 20 August 2014. The 60 million shares would represent approximately 14.6 percent of its issued and outstanding shares, including shares represented by ADSs, as of 10 August 2014. The offer will expire on 18 September 2014. Laurel Hill Securities LLC and Imperial Capital LLC act as the dealer managers for the offer. A Cayman Islands company listed on The NASDAQ Global Market, Actions Semiconductor is one of China’s leading fabless semiconductor companies. Partner Greg Knowles is also leading the transaction whilst Fenwick & West is acting as US counsel.

Minter Ellison is advising ASX-listed Oakton Ltd, one of Australia’s leading technology and business consulting services companies, in respect of an agreement with Dimension Data Australia Pty Ltd under which Dimension Data will purchase 100 percent of Oakton’s 90 million shares for A$1.90 (US$1.77) per share via a scheme of arrangement. Dimension Data is a wholly-owned subsidiary of Dimension Data Holdings plc, which is itself owned by Nippon Telegraph and Telephone Corp. The scheme has been unanimously recommended by Oakton’s Board in the absence of a superior proposal and is subject to court approval, approval by Oakton’s shareholders and the satisfaction or waiver of all other conditions. The offer values Oakton at A$171 million (US$159.34m). Corporate and M&A partners John Steven, Bart Oude-Vrielink, Alberto Colla and Marcus Best are leading the transaction. Herbert Smith Freehills is advising Dimension Data.

Paul Hastings has represented the underwriters, composed of Morgan Stanley Asia Ltd, CITIC Securities Corporate Finance (HK) Ltd, ICBC International Securities Ltd, CCB International Capital Ltd, DBS Asia Capital Ltd, First Shanghai Securities Ltd, GF Securities (Hong Kong) Brokerage Ltd and Celestial Securities Ltd, in respect of China VAST Industrial Urban Development Company Ltd’s US$130 million IPO and Rule 144A global offering on the Main Board of the HKSE. China VAST is one of the pioneer service providers in the planning, development and operation of large-scale industrial towns in China. It is currently cooperating with some local governments in China to develop four industrial town projects with a total planned site area of 67.5 million square meters. Chair of Hong Kong office partner Sammy Li and capital markets partner Steven Winegar led the transaction.

Rajah & Tann has acted as Singapore counsel for Citigroup Global Markets Singapore Pte Ltd and Daiwa Capital Markets Singapore Ltd as the joint global coordinators, book-runners, issue managers and underwriters in respect of the offering and listing on 1 August 2014 on the Main Board of the SGX-ST of approximately 782 million units in Accordia Golf Trust (AGT). AGT is the first business trust with an initial portfolio comprising investments in golf course assets in Japan to be listed on the SGX-ST. The transaction was valued at S$1.1 billion (US$881.6m). The investment in the initial portfolio of golf course assets was through a tokumei kumiai (TK) structure, where AGT entered into a Japanese TK arrangement as a TK investor with the special purpose vehicle which was the TK operator under the TK arrangement. AGT is the first Singapore business trust to utilize the TK structure to invest in its initial portfolio. Partners Evelyn Wee and Howard Cheam, supported by partners Lawrence Tan, Soh Chai Lih and Regina Liew, led the transaction whilst Nagashima Ohno & Tsunematsu advised as to Japanese law and Allen & Overy advised as to US Federal Securities laws. Allen & Gledhill acted as Singapore counsel for Accordia Golf Trust Management Pte Ltd as the trustee-manager and Accordia Golf Co Ltd as the sponsor whilst Mori Hamada & Matsumoto advised as to Japanese law.

Rajah & Tann has also acted as Singapore counsel for Japfa Ltd in respect of its IPO and listing on the Main Board of the SGX-ST. Japfa offered 248 million shares in an international offering and under a Singapore public offer which listed on 15 August 2014. Credit Suisse (Singapore) Ltd and DBS Bank Ltd were the joint global coordinators, joint issue managers and joint book-runners and underwriters. Cooperatieve Centrale Raiffeisen-Boerenleenbank BA (trading as Rabobank International) was the co-lead manager. Japfa has also granted an over-allotment option to Credit Suisse to purchase up to 37.2 million additional shares. Headquartered in Singapore, Japfa produces multiple protein foods, with an emphasis on milk, poultry and beef, complemented by growing businesses in swine and aquaculture. It has operations in China, Indonesia, Vietnam, Myanmar and India. Japfa is the first industrialized agri-food company focused on protein foods to list in Singapore. Partner Evelyn Wee, supported by partner Teo Yi Jing, led the transaction whilst Rajah & Tann NK Legal Myanmar Company, led by partner Chester Toh, and the firm’s Indonesia associated Assegaf Hamzah & Partners, led by partners Ahmad Fikri Assegaf and Eri Raffaera Budiarti, advised on Myanmar and Indonesia laws, respectively. Global Law Office advised as to PRC law and Vietnam International Law Firm Hanoi Branch advised as to Vietnamese law. Clifford Chance advised Credit Suisse (Singapore) and DBS Bank as to Singapore law, US Federal Securities law and New York law.

Shook Lin & Bok has acted for DBS Trustee Ltd, the trustee of IREIT Global, in respect of IREIT Global’s listing and IPO on the Mainboard of the SGX to raise gross proceeds of approximately S$369 million (US$295m). IREIT Global is Singapore’s first pure-play REIT with office assets in Germany. Partners Tan Woon Hum and Andrea Ng led the transaction.

Simpson Thacher has represented the underwriters in respect of the IPO in Hong Kong and Rule 144A/Regulation S offering by China Rundong Auto Group Ltd, a KKR portfolio company, of approximately 268.6 million ordinary shares which raised approximately HK$877 million (US$113m) in gross proceeds. China Rundong Auto is one of the largest luxury automobile dealership groups in affluent coastal regions of Eastern China. Its ordinary shares are listed on the HKSE. Morgan Stanley and Merrill Lynch acted as joint sponsors, jointed global coordinators, joint book-runners and joint lead managers; CCB International Capital Ltd and Haitong International Securities Company Ltd acted as joint book-runners and joint lead managers; and KKR Capital Markets LLC acted as a co-lead manager. Chris Wong and Chris Lin led the transaction.

Thanathip & Partners has advised Bangkok Dusit Medical Services Public Company Ltd in respect of another completion of its expansion in hospital network through an acquisition of the entire business of Sanamchan Hospital for β3.66 billion (US$114.42m) in cash. Managing partner Thanathip Pichedvanichok and co-founding partner Arunee Mahathorn led the transaction.

Thanathip & Partners has also advised Royal Bangkok Healthcare Co Ltd, a wholly-owned subsidiary of Bangkok Dusit Medical Services Public Company Ltd, in respect of its proposed acquisition of the entire equity interest in Save Drug Center Company Ltd, a leading Thai pharmaceutical company with outlets country-wide, for up to β380 million (US$11.9m). Managing partner Thanathip Pichedvanichok also led the transaction which is expected to close in the fourth quarter of 2014.

Vaish Associates Advocates has advised PNB Housing Finance Ltd in respect of availing of a US$100 million loan by way of external commercial borrowing from International Finance Corp. The proceeds will be utilized for onward lending to the low-cost affordable housing sector. Partner Vinay Vaish led the transaction which closed on 7 August 2014. Amarchand Mangaldas, led by partner Pranav Sharma, advised International Finance Corp.

Weerawong, Chinnavat & Peangpanor has acted as Thai counsel for Thai consumer conglomerate Berli Jucker Public Company Ltd in respect of the €655 million (US$864.4m) acquisition from Metro Cash & Carry International Holding BV of METRO Cash & Carry Vietnam Ltd, the biggest foreign-owned player in Vietnam’s modern grocery market and a leading player in Vietnam’s modern grocery market with 19 cash & carry stores across 14 cities. Chairman Weerawong Chittmittrapap led the transaction.

Weerawong, Chinnavat & Peangpanor has also represented Thanachart Bank Public Company Ltd in respect of a β2.1 billion (US$65.65m) credit facility and β2.38 billion (US$74.4m) IRS and F/X facility granted to AIF Toll Road Holdings (Thailand) Ltd, a major shareholder of Don Muang Toll Way Plc, for the company’s capital restructuring. Partner Passawan Navanithikul led the transaction.

WongPartnership has advised the issuer and guarantor in respect of Tata Steel Ltd’s offering of US$500 million 4.85 percent guaranteed notes due 2020 and US$1 billion 5.95 percent guaranteed notes due 2024. Both tranches were issued by ABJA Investment Co Pte Ltd and guaranteed by Tata Steel Ltd. These bond offerings rank amongst the largest bond offerings from India so far this year. The joint book-runners and lead managers were Australia and New Zealand Banking Group Ltd, BNP Paribas Singapore Branch, Citigroup Global Markets Singapore Pte Ltd, Crédit Agricole Corporate and Investment Bank Singapore Branch, Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corp Ltd Singapore Branch, Merrill Lynch (Singapore) Pte Ltd, Morgan Stanley Asia (Singapore) Pte, Coöperatieve Centrale Raiffeisen-Boerenleenbank BA (also known as Rabobank International) Hong Kong Branch, The Royal Bank of Scotland plc Singapore Branch, SBICAP (Singapore) Ltd and Standard Chartered Bank. Partners Hui Choon Yuen and Tan Shao Tong led the transaction.

WongPartnership has also acted for Mapletree Real Estate Advisors Pte Ltd, a wholly-owned subsidiary of Mapletree, in respect of establishing the ¥56.5 billion (US$543m) Mapletree Japan Office Fund which invests predominantly in completed and yielding office space located primarily on or around the fringe of the Tokyo central business district and within the Greater Tokyo area. Partners Low Kah Keong and Felicia Ng led the transaction.