Deals – 29 April 2010

Allen & Gledhill LLP has also advised The Bank of Tokyo-Mitsubishi UFJ Ltd (BTMU) in respect of the US$150 million loan facility which it provided to one of its subsidiaries for the financing of two container vessels. The recipient of BTMU’s loan is one of the largest shipping and transportation companies listed on the Singapore Stock Exchange. Partners Gina Lee-Wan and Soh Yin Chuin led the firm’s advisory team.

Clayton Utz has advised Southern Cross Equities Limited as sole lead manager in respect of the A$76 million (US$70.2m) IPO of Mungana Goldmines Limited (Mungana). The transaction involves the spin-off by diversified Australian resources group Kagara Limited of its North Queensland gold assets to Mungana. Eighty million new shares in the company are being offered under the IPO, and upon ASX Listing Mungana will have a market capitalisation of A$149.2 million (US$137.8m). Kagara will retain a 49 percent stake in Mungana, whilst China’s Guandong Foreign Trade Group will acquire a 16 percent stake. Corporate partner Brendan Groves led the firm’s advisory team.

Clifford Chance LLP has advised the Dubai Electricity and Water Authority in respect of the establishment on April 2010 of its US$3 billion Global Medium Term Note Programme, and its inaugural issuance thereunder of US$1 billion 8.5 percent Fixed Rate Notes due 2015 listed on the London Stock Exchange. Partner Debashis Dey, head of the firm’s Capital Markets practice in the Middle East, led the advisory team.

Clifford Chance has also advised funds advised by CVC Asia Pacific Ltd (CVC) in respect of their HK$1.7 billion (US$220m) investment in Sun Hung Kai Financial, the leading non-bank financial institution in Hong Kong. CVC will make the investment in Hong Kong Stock Exchange-listed Sun Hung Kai & Co Limited through the subscription of mandatory convertible bonds and warrants. If the warrants are exercised, CVC’s total investment will amount to HK$2.13 billion (US$275m), representing approximately 19 percent of the company’s issued share capital. Partner Andrew Whan and Simon Cooke led the firm’s advisory team.

Finally, Clifford Chance has advised on two significant Hong Kong issues worth US$1.15 billion in total. The two transactions were led by partner Connie Heng.
• The firm’s Hong Kong team has advised BOC International, Deutsche Bank and UBS as joint book runners for Bank of China (Hong Kong)’s US$900 million tap of its existing 10-year 5.5 percent subordinated bonds The issue, which was originally launched in February this year, is Asia’s largest non-sovereign tap to date.
• In a separate deal, the firm advised HSBC, Morgan Stanley and JP Morgan as joint lead managers on New World Development Company Limited’s issue of US$250 million 7 percent guaranteed bonds due in 2020.

Freshfields Bruckhaus Deringer has advised one of the PRC’s leading internet and telecommunications providers, Tencent Holdings Limited, on its US$300m investment in Digital Sky Technologies Limited, which is one of the largest internet companies in the Russian-speaking and Eastern European markets. The deal is one of the first ever major outbound investments by an internet company in China, and one of the largest Chinese outbound investment deals in the Russian and Eastern European markets. China managing partner Teresa Ko and corporate partner Calvin Lai led the firm’s advisory team.

Fried Frank has represented Merrill Lynch Far East Limited and CLSA Limited, as joint placing agents, in respect of the “top-up” placement of 68 million shares of Asian Citrus Holdings Limited (Asian Citrus) and the placement of 27 million shares of Asian Citrus by one of its shareholders, Huge Market Investments Limited. The combined transactions resulted in aggregate proceeds of approximately US$70 million. Asian Citrus is engaged in the cultivation, production and sale of oranges and owns and operates orange plantations in China. The ordinary shares of Asian Citrus are listed on the HKSE, the Alternative Investment Market and the PLUS Market. The firm’s advisory team was led by corporate partners Victoria Lloyd and Joshua Wechsler.

HopgoodGanim has advised Australian coal explorer and developer Northern Energy Corporation (Northern Energy) in respect of a coal off take agreement with Chinese steel making group Xinyang Iron and Steel Group Company Limited (Xinyang Group). The off take agreement gives Xinyang Group access to 65 percent of the off take from the planned Colton mine and any additional developments at Maryborough. The agreement will deliver Northern Energy approximately A$700 million (US$646m) in sales revenue over a 10 year period at current coal prices and at the initial planned production rate. The firm also advised on the placement of 16.3 million Northern Energy shares to Xinyang Group to raise A$23 million (US$21.2m). Partner Martin Klapper led the firm’s advisory team.

Khaitan & Co has advised KSK Power Ventur plc (KSK Power) in respect of its admission to the official list of the UK Listing Authority effective March 2010, and its admission to trading on London Stock Exchange plc’s main market for listed securities. KSK Power was earlier listed on the Alternative Investment Market (AIM) of the London Stock Exchange. It is one of the very few Indian businesses to have migrated from AIM to the Official List of the UK Listing Authority. Partner Nikhilesh Panchal advised in this matter.

Latham & Watkins has represented DBS Asia Capital Limited and JP Morgan Securities (Asia Pacific) Limited, as the joint listing agents, in respect of the dual primary listing by way of introduction of the entire issued unit capital of Fortune Real Estate Investment Trust (Fortune REIT) on the HKSE. Fortune REIT has been listed on the Singapore Stock Exchange since 12 August 2003 and is the only dual listed REIT in Hong Kong. It primarily invests in retail malls and parking facilities in Hong Kong. The trustee of Fortune REIT is HSBC Institutional Trust Services (Singapore). The group is managed by ARA Asset Management (Fortune). Hong Kong partners Michael Liu and Simon Berry acted on the matter.

Luthra & Luthra Law Offices has acted as Lenders’ Legal Counsel to a consortium of 10 banks and financial institutions – led by Axis Bank Limited – in respect of the project finance lending provided by them to EEL (a 100 percent subsidiary of GMR Energy Limited) for an amount of US$585 million for setting-up a power project in the Chandrapur District of Maharashtra. The project, which involves setting up of 2×300 MW units, is the first power project being undertaken by GMR Group in Maharashtra. The firm’s advisory team was led by partner Vijaya Rao.

Maples and Calder has advised CNOOC Limited, the largest offshore oil explorer in China, in respect of the BVI aspects of its 50/50 joint venture with Bridas Energy Holdings Ltd, an oil exploration company operating in Argentina, Bolivia and Chile. The JV company, Bridas Corporation, required a consideration of approximately US$3.1 billion. The firm’s advisory team was led by partner Barry Mitchell, with Baker and McKenzie acting as lead counsel.

Nissith Desai Associates has advised US-based global venture firm Walden International (Walden), through its Mauritius entity, in respect of its investment along with other investors in Quatrro BPO Solutions Private Limited, a New Delhi based company engaged in providing financial and accounting services, mortgage solutions, legal solutions, risk management, business support services, technical solutions, knowledge services and interactive entertainment. Walden invested US$8 million in a round size of US$13 million.

Shin & Kim has represented Korea Express, a logistics company affiliated with Kumho Group, in respect of its sale of 100 percent of the shares issued by Kumho Rent-A-Ca to KT/MBK consortium. The transaction was signed on 31 December 2009 and completed on 31 March 2010. The condition precedents to the completion of the transaction included, among others, obtainment of approval from the Korean Fair Trade Commission. Jae Woo Im, Seong Hoon Yi and Jiwon Kang of the firm’s M&A practice group led the advisory team.

Shook Lin & Bok LLP has acted for HSBC Institutional Trust Services (Singapore) Limited, the trustee of CapitaCommercial Trust (CCT), as the issuer in respect of the issue by CCT of S$225 million (US$163.8m) 2.7 percent convertible bonds due 2015. The bonds are convertible into units in CCT. The transaction marks CCT’s second convertible bond issue. Partner Nicholas Chong led the firm’s advisory team.

Shook Lin & Bok LLP has also acted for HSBC Institutional Trust Services (Singapore) Limited, the trustee of CapitaMall Trust (CMT), as the guarantor in respect of the establishment of CMT’s new US$2 billion Euro-Medium Term Note Programme, and the issue of US$500 million 4.321 percent fixed rate notes due 2015. The transaction marks CMT’s first foray into the eurobond market, with the new programme established alongside its existing Singapore MTN programme. Partner Nicholas Chong advised on the transaction.

Finally, Shook Lin & Bok LLP has acted for Singapore Stock Exchange Mainboard-listed San Teh Ltd in respect of the sale of its cement assets and investments in the Fujian Province of the PRC to HKSE-listed China Resources Cement Investments Limited, for a consideration of RMB775 million (approximately US$113.5m). Partners KK Teo and Li Ying led the team.

Watson, Farley & Williams LLP has advised Standard Chartered Bank (SCB) in respect of a bilateral £36 million (US$54.7m) loan facility to two wholly owned subsidiaries of UK company Bibby Offshore Ltd, part of Bibby Line Group. The deal is SCB’s first ship finance deal with a UK shipowner. The loan will be used to finance the purchase of diving support vessel Bibby Sapphire, which is intended as a long-term investment and is part of a growth strategy for its services in Asia. The firm’s team was led by partner Chris Lowe.

WongPartnership LLP has acted for Cybrarian Ventures Private Limited, a wholly-owned subsidiary of National Library Board Singapore, in respect of agreements to develop a reading strategy project awarded by the Abu Dhabi Authority for Culture and Heritage to promote reading in Abu Dhabi, UAE. Partner Paul Sandosham acted on the matter.

WongPartnership LLP has also acted for International Capital Trading LLC (ICT), the landlord of four commercial buildings in the UAE, in respect of lease agreements between ICT and twofour54, a subsidiary of the Abu Dhabi Media Authority. Partner Paul Sandosham acted on the matter.

In addition, WongPartnership LLP has acted for International Capital Trading LLC (ICT), the developers of the Nation Towers project, in respect of the main construction contract valued at AED1.6 billion (US$436m). ICT is an Abu Dhabi-based investment and development company and is one of the largest real estate and property developers in the UAE. The Nation Towers project involves two high-rise towers housing a hotel, residential and office units, and a retail podium. Partner Paul Sandosham acted on the matter.

Moreover, WongPartnership LLP has acted for an international design consultancy company in respect of the non-payment of fees for consultancy services for an industrial/commercial development rendered to a large Abu Dhabi based conglomerate. Although the project is in Abu Dhabi, the agreement provides for arbitration in Bahrain under the ICC Rules. Partner Paul Sandosham acted on the matter.

Finally, WongPartnership LLP has acted for the developers of an integrated development spanning over 1 million square metres in a dispute with its international consultant over various studies (MEP, Energy, Utilities etc) to be undertaken by the consultant. Partner Paul Sandosham acted on the matter.