|Allen & Gledhill has provided Singapore law advice for Malayan Banking Berhad in respect of its issue of a US$2 billion multicurrency medium term note programme. The issuance of its S$1 billion (US$816m) subordinated notes is the maiden issue under the programme. The Singapore dollar subordinated notes were structured on a 10 non-call 5-year basis, priced at 3.8 per cent and will qualify as Tier-2 Capital for Maybank. Partners Tan Tze Gay and Bernie Lee led the transaction.
Allen & Gledhill has also provided Singapore law advice for DBS Bank Ltd as the sole lead manager and bookrunner in respect of the issue by Hyflux Ltd (Hyflux) of S$400 million (US$326.4m) in aggregate liquidation preference of 6 per cent cumulative non-convertible non-voting perpetual Class A preference shares. The Class A cumulative preference shares are callable at the option of Hyflux in 2018, with step-up to a dividend rate of 8 per cent per annum on and from 25 April 2018. Hyflux exercised its upsize option in full and increased the total size of the offer from S$200 million (US$163.2m) to S$400 million (US$326.4m), due to overwhelming response from investors. The public offer, the placement and the reserve offer accounted for S$200 million (US$163.2m), S$190 million (US$155m) and S$10 million (US$8.16m), respectively of the total offer size of S$400 million (US$326.4m). Partner Sharon Wee led the transaction.
AZB & Partners has advised Sesa Goa Ltd, a majority owned and controlled subsidiary of Vedanta Resources plc, in respect of its acquisition of 200 million shares, amounting to a 10.4 per cent stake in Cairn India, from Petronas International Corporation Ltd through an open market purchase. The deal was valued at approximately US$1.5 billion and was completed on 19 April 2011. Partners Shuva Mandal and Essaji Vahanvati led the transaction.
Freshfields Bruckhaus Deringer has advised Zhongsheng Group Holdings Ltd (Zhongsheng), one of China’s leading national automobile dealership groups, in respect of the issue of its RMB1.25 billion (US$191m) three-year RMB denominated and RMB settled high yield bonds. The deal represents the first issue of an offshore RMB denominated high yield bond for Zhongsheng. The funds raised will be used for the expansion of Zhongsheng’s distribution network of 4S dealerships and for general corporate and working capital purposes. BOC International is the global coordinator and BOC International and Haitong International are the joint bookrunners and joint lead managers. Partner Calvin Lai led the transaction.
Fried Frank has advised UBS AG Hong Kong Branch and Goldman Sachs (Asia) LLC, as lead underwriters, in respect of China NT Pharma Group Company Ltd’s (NT Pharma) global offering of ordinary shares and the related listing on the HKSE. The transaction consisted of the sale of approximately 270.5 million new shares by NT Pharma and approximately 86.5 million shares by certain shareholders (subject to the over-allotment option). Total gross proceeds were HK$1.62 billion (US$208.6m). NT Pharma is a vaccine and pharmaceutical product distributor in China for major global and domestic vaccine and pharmaceutical manufacturers. Partners Victoria Lloyd and Joshua Wechsler led the transaction.
Herbert Smith has advised Sinopec International Petroleum Exploration & Production Corporation in respect of the subscription through its subsidiary for a 15 per cent ownership interest in Australia Pacific LNG Pty Ltd (AP LNG). ConocoPhillips and Origin Energy each retain a 42.5 per cent ownership interest in AP LNG. The transaction is valued at approximately US$1.5 billion. The subscription agreement was signed and announced on 21 April 2011 and is subject to regulatory approvals and on AP LNG reaching a final investment decision. AP LNG is the leading producer of coal seam gas (CSG) in Australia and holds the country’s largest CSG reserves position. Partner Anna Howell led the transaction whilst Blake Dawson acted as Australian law counsel. Australia Pacific LNG Pty Ltd was advised by Clayton Utz.
Khaitan & Co has advised Toto India Industries Private Ltd (Toto) in respect its acquisition of industrial land measuring 180,418.325 square meters at Halol Industrial Area, Gujarat from Hindustan Motors Ltd for approximately US$5.6 million. Toto is an affiliate of Toto Asia Oceania Pte Ltd, the world’s largest plumbing manufacturer. Partner Sudip Mullick led the transaction.
Khaitan & Co has also acted as domestic legal advisor for Mahindra & Mahindra Financial Services Ltd in respect of its Qualified Institutions Placement which raised approximately US$94.4 million. Kotak Mahindra Capital Company Ltd, Citigroup Global Markets India Private Ltd and JM Financial Consultants Private Ltd acted as the book running lead managers. Partner Nikhilesh Panchal led the transaction.
Maples and Calder has acted as BVI counsel for BVI company Franshion Development Ltd (Franshion) in respect of its issue of US$500 million guaranteed senior notes and the listing of the notes on the SGX. Franshion is a wholly-owned subsidiary of HKSE listed Franshion Properties (China) Ltd, a wholly owned subsidiary of Sinochem Corporation, a key PRC state-owned enterprise, which will be the guarantor of the notes. The lead managers are Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd, The Royal Bank of Scotland plc and Nomura International plc. The firm’s advisory team was led by Christine Chang.
Paul, Hastings, Janofsky & Walker is advising HKSE listed financial services company China Everbright Ltd (China Everbright) in respect of the disposal of 51 per cent of the share capital of Everbright Securities (International) Ltd to SSE listed Everbright Securities Company Ltd (Everbright Securities) for a consideration of approximately US$114 million. The consideration payable by China Everbright was reached with reference to a range of price-to-earnings (P/E) multiples of the companies selected from among the listed companies in Hong Kong with businesses similar to those of Everbright Securities (International) Ltd and the net profit of Everbright Securities (International) Ltd for the year ended 31 December 2010. Following the disposal, China Everbright and Everbright Securities will become joint venture partners, thus allowing China Everbright to make use of the extensive network of Everbright Securities in the PRC. Partner Vivian Lam leads the transaction.
Sheppard Mullin has represented the independent committee of the board of directors of NYSE listed Tongjitang Chinese Medicines Company Ltd (Tongijitang) in respect of its privatisation and related financing. Tongjitang, a vertically integrated speciality pharmaceutical company focused on modernised traditional Chinese medicine in China, was acquired by BVI company Hanmax Investment Ltd (Hanmax) and Hong Kong incorporated company Fosun Industrial Co Ltd (Fosun). As a result of the acquisition, the company became a wholly owned subsidiary of Hanmax and Fosun. The deal represents the first going-private transaction by an NYSE-listed Chinese company incorporated in the Cayman Islands under the new Cayman Islands merger statute. Morgan Stanley acted as financial advisor to the independent committee. Partner Louis Lehot led the transaction whilst Thorp Alberga served as special Cayman Islands counsel.
Shook Lin & Bok’s Singapore office has acted for HSBC Institutional Trust Services (Singapore) Ltd (as trustee of CapitaMall Trust), in respect of the offer and issue of S$350 million (US$285.6m) 2.125 per cent three-year unsecured convertible bonds due April 2014 to institutional and accredited investors. The initial offering size of S$200 million (US$163.2m) announced at the launch was increased to S$250 million (US$204m) due to strong demand. This was further increased to S$350 million (US$285.6m) when Credit Suisse (Singapore) Ltd, the lead manager, exercised the upsize option in full. Partner Nicholas Chong led the transaction.
Simmons & Simmons has advised HSBC in respect of the launch of HSBC MSCI Greater China ETF series, a series of four Greater China focused funds which will track MSCI indexes in China, Hong Kong and Taiwan. The four funds are HSBC MSCI Hong Kong ETF (Hong Kong ETF), HSBC MSCI China ETF (China ETF), HSBC MSCI Taiwan ETF (Taiwan ETF) and HSBC MSCI Golden Dragon ETF (Golden Dragon ETF). The Hong Kong ETF and China ETF aim to provide investment results that, before fees and expenses, closely correspond to the performance of the MSCI Hong Kong Index and the MSCI China Index, respectively. The Taiwan ETF invests in Taiwanese securities listed on the TSEC and Taiwanese securities traded or quoted on the Gretai Securities Market whilst the Golden Dragon ETF is a fund of funds which invests in a combination of the above three ETFs. Partner Paul Li led the transaction.
The Singapore office of Watson, Farley & Williams has advised a syndicate of international lenders, led by Bank of America NA as agent, in respect of an export-credit backed US$168 million project financing of a drilling rig for use in the Zhambyl oil field in the Kazakh sector of the Caspian Sea. The project sponsors are led by Korea National Oil Corporation and composed of SK Innovation Co Ltd, Samsung C&T Corporation, LG International Corporation, Aju Corporation, Daesung Industrial Co Ltd, Daewoo Shipbuilding & Marine Engineering Co Ltd and Hyundai Hysco Co Ltd. The drilling rig will be constructed by Daewoo Shipbuilding & Marine Engineering Co Ltd and is intended to be employed by the state-owned KazMunayGas of Kazakhstan. The financing was backed by credit insurance from Korea Trade Insurance Corporation (K-Sure) and arranged by Mizuho Corporate Bank Ltd, Banc of America Leasing & Capital LLC and WestLB AG. Partner Goh Mei Lin led the transaction.
WongPartnership has acted as transaction counsel for a syndicate of 11 banks in respect of a S$400 million (US$326.4m) secured revolving credit facility to CDL Properties Ltd for refinancing the borrowings in respect of Republic Plaza and for general working capital purposes. Partners Susan Wong and Dorothy Marie Ng acted on the matter.
WongPartnership has also acted for Bonvests Holdings in respect of the acquisition of about 30 per cent of the shares in Richvein Pte Ltd, the owner and operator of Sheraton Towers Hotel Singapore, from Over & Over Ltd. Partners Annabelle Yip and Joy Tan acted on the matter.