Deals – 28 January 2010

Allen & Gledhill LLP has also advised Tiger Airways Holdings Limited (Tiger Airways), the first low-cost airline to list on the SGX-ST with market capitalisation of approximately S$781.3 million (US4556m) at listing, in its initial public offering and listing on the Mainboard of the SGX-ST, which raised total proceeds of approximately S$247.7 million (US$176m). If the over-allotment option granted by Ryanasia Limited, a substantial shareholder of Tiger Airways, to Morgan Stanley & Co International plc (as stabilising manager) is exercised in full, the total proceeds raised would increase to approximately S$277.5 million (US$197.6m). Partners Tan Tze Gay, Shawn Chen and Rhys Goh led the firm’s advisory team in this IPO, which is the largest in Singapore since that of CapitaMalls Asia Limited in Q4 2009. Underwriters Citigroup, Morgan Stanley and DBS were advised by a team from Clifford Chance, led by partners Joan Janssen and Crawford Brickley.

Baker & McKenzie has advised the joint lead underwriters and bookrunners PT CIMB Securities Indonesia and PT Mandiri Sekuritas in the US$200 million IPO and global offering of PT Bank Tabungan Negara (Persero), Indonesia’s largest housing lender. The shares commenced trading on December 17, 2009. The Regulation S deal was the largest IPO on the Indonesia Stock Exchange in 2009 as well as the first major Indonesian privatization involving a global offering since 2007. Net proceeds from the global offering will support the Bank’s expansion of its loan portfolio. The firm’s advisory team was led by Yeo Jih-Shian and Ashok Lalwani.

Baker & McKenzie has advised Starhill Global REIT, a Singapore publicly listed REIT with S$2 billion (US$1.42b) prime office and retail assets across Asia, in its acquisition on 20 January 2010 of the David Jones retail store in the Perth Central Business District in Australia. Valued at A$114 million (US$102m), the transaction is the largest property deal in Perth for almost 18 months. The vendor was MCS 28, a syndicate managed by Centro Properties Group – an Australian retail investment organisation specialising in the ownership, management and development of retail shopping centres. Starhill has become one of the first significant Singaporean REITs to recently invest in Australia. Partners Roy Melick and David Jones, with partners John Walker, Lewis Apostolou and Tim O’Doherty, led the firm’s advisory team.

Baker & McKenzie has advised technical drilling specialist Australian Drilling Solutions (ADS) in its merger with energy sector drilling expert Easternwell Group. ADS is a portfolio company of Ironbridge, a leading Australian private equity manager. The merger, which was announced on 14 January 2010, was financed by ADS’s existing banks plus three new lenders. It brings together two complementary businesses with strong customer bases and service capabilities which leverage their positions to capture more market share, especially in the very attractive coal seam gas and LNG markets. As the first true new money mid-market leveraged transaction in Australia following the global financial crisis, the deal demonstrates that bank financing remains available to private equity firms for the right assets. Private Equity partner Brendan Wykes led the firm’s advisory team while Banking & Finance partner Bryan Paisley advised on the debt financing. Easternwell Group was advised by McCullough Robertson while the banking syndicate of BOSI, Westpac, WestLB and new participants BankWest, GE Capital and Natixis was advised by Minter Ellison.

Khaitan & Co has advised Hindustan Composite Limited in the sale and transfer of its 18 acre property to Raghuleela Lessors and Developers Private Limited, a member of the Mumbai-based Wadhwa Developers group of companies, for approximately INR 571 Crores (US$125m) last 18 January 2010. The deal, which is the largest land transaction in Mumbai for more than one year, is expected to usher in a revival of large property transactions in the city. Numerous developers in Mumbai had shown keen interest in the strategically located property, which the buyer intends to develop as a residential project. The firm’s advisory team was led by partners Haigreve Khaitan and Sudip Mullick.

KhattarWong has advised PSC Investment Pte Ltd, a wholly-owned subsidiary of leading pan-Asian consumer essentials company PSC Corporation Ltd (PSC), in respect of its proposed conditional sale and purchase agreement with Lin Lun and Ly Hout (the vendors) for the US$4.5 million cash acquisition of 250 shares representing approximately 25 percent of the issued and paid up share capital of Cambodia headquartered Sport Social Affairs Co Ltd (SSA). The amount, which PSC intends to finance through the net proceeds of its rights issue of 2007, was arrived at on a willing-buyer-willing-seller basis, taking into account, amongst others, SSA’s 30-year exclusive agreement with the National Sport Foundation of the National Olympic Council of Cambodia (as its exclusive official partner and investor in their development programs), the licence from the Ministry of Finance to operate a sports lottery business in the Kingdom of Cambodia, the tangible net asset value and the earning potential of SSA. Corporate and Securities partner Hoon Tai Meng led the firm’s advisory team.

KhattarWong has acted for sports fashion footwear & apparel manufacturer China Sports International Limited in its placement of 120 million new ordinary shares at S$0.18 (US$0.13) per placement share, which is expected to raise s$21.6 million (US$15m) upon completion. Partner Nicole Tan Siew Ping from the firm’s Corporate and Securities Laws Department advised on this transaction.

Kim & Chang has advised leading Korea-based private equity funds H&Q and IMM as head of a consortium of investors in the acquisition, on 14 January 2010, of convertible preferred shares convertible into a 20.77 percent equity interest of Hi-Mart Co Ltd, the largest retail seller of electronic goods in Korea. The KRW 175 billion (US$150.56m) transaction enables Hi-Mart to repay its debt, redeem outstanding convertible bonds and generally improve its financial condition. The firm’s advisory team was led by partners Chang-Hyeon Ko and Kyung-Yoon Lee.

Minter Ellison has advised the ASX-listed leading integrated real estate specialist Mirvac Group on its acquisition of the ASX-listed Mirvac Real Estate Investment Trust (MREIT), in a deal valued at around A$365 million (US$326m). The transaction was effected by a trust scheme of arrangement and required the approval of MREIT unitholders. Mirvac Group owned 24.6 percent of MREIT prior to the implementation of the scheme. The acquisition increased its property portfolio to around A$4.6 billion (US$4b). Partners Stuart Johnson, Bart Oude-Vrielink and John Steven led the firm’s advisory team. Clayton Utz advised Mirvac REIT Management Limited for MREIT.

Stamford Law Corporation has represented the first Asia focused real estate investment trust, Mapletree Logistics Trust (MLT), which is a Singapore Exchange Mainboard-listed Real Estate Investment Trust acting through HSBC Institutional Trust Services (Singapore) Limited as trustee, in the S$34 million (US$24m) acquisition from leading global supply chain management company CEVA Freight (Singapore) Pte Ltd of a property at 15 Changi South Street Avenue 2 in Singapore. The property, located within a well-established logistics park where MLT has several other properties, will be leased back to CEVA with an initial term of 5 years and rental escalation of 2 percent per annum from the second year onwards. The firm’s advisory team was led by Directors Susan Kong and Marilyn Goh.

Vinson & Elkins LLP has advised Century Bridge Capital in its US$17.25 million acquisition of a 49 percent interest in Chongqing Verakin Changhao Development Company Limited, a Chongqing-based company engaged in the development of two residential real estate projects in that city. The total investment in the project will be US$70 million. The firm’s advisory team was led by partner David Blumental.

Watson, Farley & Williams LLP’s Singapore office has advised a syndicate of lenders and swap banks led by KASIKORNBANK Public Company Limited, as facility agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd-Bangkok Branch, as security agent, with Bank of Ayudhya Public Company Limited, Export-Import Bank of Thailand and Thanachart Bank Public Company Limited as the other lenders, in relation to a US$250 million financing provided to Precious Shipping Public Company Limited of Thailand. The facility will be utilized to finance up to 60 percent of the acquisition cost of the bulkers under 10 years of age, which will vary in size between 18,000 dwt and 58,000 dwt and which will be flagged either in Thailand or Singapore. The firm’s advisory team was led by partner Goh Mei Lin.

WongPartnership LLP has acted for the plaintiffs in a defamation action against Mr Freddie Koh, the president of the Singapore Swimming Club. The plaintiffs, who are former members of the club’s management committee, were accused by Koh of distorting the facts about the installation of a pool filtration system called the Natural Water System and misrepresenting to club members to get approval to ratify the non-budgetary expenditure on the Natural Water System. Deputy managing partner Tan Chee Meng and partner Chang Man Phing advised the plaintiffs.

WongPartnership LLP has advised Mapletree Trustee Pte Ltd and Mapletree Industrial Fund Management Pte Ltd – the trustee and the manager, respectively, of Mapletree Singapore Industrial Trust (MSIT), a private real estate fund focused on quality industrial properties – in the refinancing of MSIT’s existing facilities and the financing of the development of the project involving the construction of a built-to-suit data centre secured by, among others, mortgages over six properties. Partners Christy Lim, Carol Anne Tan and Khaw Gim Hong led the firm’s advisory team.

WongPartnership LLP has also advised Moya Holding Company BSC, a fully integrated water investments and services company based in the Kingdom of Bahrain, in its subscription of ordinary shares and options representing 51 percent of the enlarged issued share in the capital of Dayen Environmental Limited, a Singapore-based specialist engineering company providing integrated systems for waste and water treatment. Partners Chan Sing Yee and Tok Boon Sheng led the firm’s advisory team.

Finally, WongPartnership LLP has advised one of the world’s leading newsprint and paper suppliers, Norske Skog Panasia Co Pte Ltd, and its wholly-owned subsidiary Norske Skog Asia Pacific Pte Ltd, in their amalgamation. The two companies will continue as one company under the name of the former mother company, which will acquire all the rights, privileges, liabilities and obligations of its former subsidiary as a result of the amalgamation. Partners Vivien Yui and Kenneth Leong led the firm’s advisory team.