Deals – 29 January 2014

Ashurst has acted as lead international counsel to Aviva in respect of the formation of Astra Aviva Life, a 50-50 joint venture between Aviva and PT Astra International Tbk (Astra), a member of the Jardine Matheson group, to sell and distribute life insurance products in Indonesia. As part of the transaction, Astra will acquire a 50 percent share in PT Asuransi Aviva Indonesia, Aviva’s subsidiary in Indonesia, which will be rebranded as Astra Aviva Life and will then enter into distribution arrangements with a number of the Astra Group companies, including PermataBank. Astra Aviva Life will be the preferred provider of a range of life insurance products to Astra and its subsidiaries. Astra is Indonesia’s largest publicly listed company and serves more than 10 million customers per year. Astra consists of 179 companies, including subsidiaries, associates and jointly controlled entities. Partner Keith McGuire led the transaction whilst associated firm in Indonesia Oentoeng Suria & Partners, led by Toby Grainger, Natasha Djamin and Aditya Adhika, advised on Indonesian law. The transaction remains subject to regulatory approvals.

AZB & Partners has advised Welspun Infra Projects Private Ltd and Welspun Projects Ltd in respect of a share sale agreement with Australian Leighton Group to sell off its entire 39.88 percent stake in Leighton Welspun Contractors India Pvt Ltd for a net cash consideration of approximately US$99 million. Partners Zia Mody and Rajendra Barot led the transaction which is yet to be completed.

Colin Ng & Partners has advised Catalist-listed Latitude Tree International Group Ltd (LTIG) in respect of the S$48.75 million (US$38.2m) disposal of all its operating subsidiaries to its Bursa-listed controlling shareholder, Latitude Tree Holdings Berhad (LTHB). The transaction, which was a major transaction and interested person transaction under the Catalist Rules, was partly paid for by the cancellation of 186 million ordinary shares in LTIG held by LTHB under a selective capital reduction exercise. Following completion of the disposal, LTIG has been re-named Brooke Asia Ltd and will be pursuing the acquisition of new operating businesses and assets. Partner Gregory Chan and Gerald Yee led the transaction which was completed on 23 January 2014.

Dhir & Dhir Associates has advised India Infrastructure Finance Company Ltd (IIFC), wholly-owned by Government of India, in respect of the INR309 million (US$4.9m) financial assistance under its takeout finance scheme to Waa Solar Private Ltd for its 10.25 MW solar photo-voltaic project at Tikar (Parmer), Taluka- Muli, Surendra Nagar in the State of Gujarat. Under the takeout finance scheme, IIFC has taken out part of the exposure of IDBI Bank Ltd and Corporation Bank to the above project and became part of the existing consortium of lenders comprising of IDBI Ltd, Corporation Bank and State Bank of Patiala. Girish Rawat led the transaction.

DLA Piper has advised Anglo Chinese as the sole sponsor and the underwriters in respect of Magnum Entertainment Group Holdings Ltd’s HK$126 million (US$16.2m) flotation on the HKSE. Magnum Entertainment is the operator of the largest group of clubbing venues in Hong Kong by gross floor size and premise capacity. Magnum Entertainment initially offered 84 million shares, with 75.6 million (90 percent of the shares) for international placing and 8.4 million (10 percent) for public offering in Hong Kong. The public tranche was more than 3,500 times oversubscribed. This makes it the highest oversubscribed IPO in Hong Kong, beating the previous largest, the Milan Station IPO in May 2011 which was 2,178 times oversubscribed. BOCOM International was the sole global coordinator and sole book-runner. Partner Mike Suen led the transaction. Li & Partner advised Magnum Entertainment.

Khaitan & Co has represented JSW Steel in respect of its successful defence before the Competition Commission of India against the alleged cartelisation in the steel industry. JSW Steel is India’s leading integrated steel producer. Partner Manas Kumar Chaudhuri led the transaction.

Khaitan & Co has also advised Morgan Stanley India Company Private Ltd in respect of the offer for buy-back of up to 14.98 percent of the equity share capital of Cairn India Ltd for approximately US$930 million from open market through stock exchanges. Executive Director Sudhir Bassi and partner Arindam Ghosh led the transaction which is the biggest buyback offer ever made by an Indian company.

Luthra & Luthra has acted as the sole legal counsel to Housing and Urban Development Corporation Ltd (HUDCO), a fully owned enterprise of the Government of India engaged in the housing and infrastructure financing sector, and the lead managers, composed of Axis Capital, Edelweiss Financial Services, HDFC Bank, Karvy Investor Services and RR Investors Capital Services, in respect of HUDCO’s two tranches of public offerings of tax-free, secured, non-convertible debentures valued at approximately US$744.56 million. The debentures are listed on the BSE. Partner Manan Lahoty led the transaction.

Luthra & Luthra has also acted as the sole legal counsel to Jagran Prakashan Ltd (JPL), one of India’s largest media conglomerates, and ICICI Securities Ltd as manager in respect of JPL’s buy-back through tender offer process of equity shares valued at approximately US$7.6 million. Partner Manan Lahoty also led the transaction.

Maples and Calder has acted as Cayman Islands counsel to JinkoSolar Holding Co Ltd in respect of its concurrent offerings of US$150 million convertible senior notes due 2019 and 3.75 million American Depositary Shares, each representing four ordinary shares, par value US$0.00002 per share at US$35.25 per ADS. The ADS will be listed on the NYSE. JinkoSolar is a global leader in the solar PV industry with production operations in Jiangxi and Zhejiang Provinces in China. Partner Greg Knowles led the transaction whilst Shearman & Sterling acted as US counsel. Kirkland & Ellis acted as US counsel to the sole book-running manager, Credit Suisse Securities (USA) LLC.

Morrison & Foerster‘s Singapore Office is advising ACE Ltd, the parent company of the ACE Group, one of the world’s largest multiline property and casualty insurers, in respect of the proposed acquisition of a 60.9 percent stake in The Siam Commercial Samaggi Insurance PCL, a general insurance company in Thailand, from Siam Commercial Bank. The acquisition will be effected by ACE and its local Thai partner. The transaction is expected to be completed in the second quarter of 2014 and is subject to due diligence by ACE and customary closing conditions, including Siam Commercial Bank shareholder approval. On closing of this transaction, ACE and its local Thai partner will make a mandatory tender offer for the remaining 39.1 percent of Siam Commercial Samaggi Insurance. The total transaction is valued at approximately US$185 million. Partner Jake Robson is leading the transaction.

Norton Rose Fulbright has advised Green Eagle Holdings Pte Ltd in respect of a US$120 million syndicated term loan and revolving facility with, amongst others, ABN AMRO Bank NV Singapore Branch as coordinating lender, book-running mandated lead arranger, facility agent and security agent. Green Eagle Holdings is an indirect subsidiary of a joint venture between Louis Dreyfus Commodities Asia Pte Ltd and Rajawali Group. Its group of companies is operating palm plantations and palm oil production facilities in Indonesia. The facilities were guaranteed by three Indonesian subsidiaries of Green Eagle Holdings and were secured by Indonesian law governed fiducia security, pledge over bank accounts, mortgages over properties and pledge over shares. Partners Nick Merritt and Yu-En Ong led the transaction whilst Jakarta associated office Susandarini & Partners, led by partner Tasdikiah Siregar, acted as Indonesian counsel. Rodyk & Davidson acted as lead counsel whilst Darma Legal acted as Indonesian counsel for ABN AMRO Bank and the lenders.

Slaughter and May has advised Standard Chartered PLC in respect of its issue of S$700 million (US$548.5m) callable fixed-to-fixed rate subordinated notes due 2026 under its US$57.5 billion Debt Issuance Programme. Standard Chartered Bank acted as the sole lead manager whilst ICBC Asia, Maybank Kim Eng Securities Pte Ltd and United Overseas Bank Ltd acted as co-managers. Partner Nilufer von Bismarck, supported by partner Edward Fife, led the transaction whilst Allen & Gledhill advised as to Singapore law.

Squire Sanders has acted for TransAlta Corporation in respect of the formation by its wholly owned subsidiary TEC Pilbara of an unincorporated joint venture with DBP Development Group, a wholly owned subsidiary of DUET Group, an ASX-listed owner of energy utility assets in Australia. Headquartered in Calgary, TransAlta is Canada’s largest publicly traded generator and marketer of electricity and renewable power, with assets and power plants in Canada, the US and Australia. The new Fortescue River Gas Pipeline Joint Venture will develop as its first project a US$178 million natural gas pipeline to supply gas to the TransAlta power station which services the mining operations of Fortescue Metals Group at the Solomon Hub in the Pilbara region of Western Australia. Partner Duncan Maclean led the transaction.

Walkers has acted as Cayman Islands counsel to Uni-President China Holdings Ltd in respect of its issuance of RMB1 billion (US$165.3m) 3.6 percent notes due 2017. HKSE-listed Uni-President China Holdings is the largest juice drinks producer and the third largest instant noodles supplier in China. It is the Mainland China subsidiary of the largest Taiwanese processed food producer Uni-President Enterprises Corporation. Partner Kristen Kwok led the transaction.

Weerawong, Chinnavat & Peangpanor has advised Bank of America Merrill Lynch and Phatra Securities Pcl in respect of the issuance and offering by CP Foods Holdings Ltd (CPFH) of US$290.4 million 0.5 percent exchangeable bonds due 2019. CPFH is a subsidiary of Charoen Pokphand Foods Pcl (CPF), Thailand’s largest agribusiness conglomerate. The bonds are listed on the SGX-ST and are exchangeable into shares of CP All Pcl, Thailand’s largest convenience store operator. They come with a sponsor undertaking from CPF. This exchangeable bond with sponsor undertaking is the first-of-its-kind in Thailand. Partners Peangpanor Boonklum and Veeranuch Thammavaranucupt led the transaction which closed on 15 January 2014.