Deals – 29 July 2010

Allen & Gledhill LLP is also acting as Singapore counsel to The Public Utilities Board (PUB) in respect of its issue of S$400 million (US$293m) 3.012 percent bonds due 2022, which are listed on the SGX. The firm’s advisory team is being led by partner Margaret Chin. The firm is also advising DBS Bank Ltd acted as the lead manager and paying agent for the issue, and DBS Trustee Limited as the trustee, led by partner Au Huey Ling.

Ashurst is advising Religare Capital Markets Limited (RCML), the investment banking and institutional securities arm of global financial services group Religare Enterprises Limited, in respect of its acquisition of Central Joint Enterprises Limited (CJE). CJE, which trades as Aviate Global (Asia), is a Hong Kong-headquartered Asia equities trading franchise. Conditional upon regulatory clearances in Hong Kong and Singapore, the acquisition represents a key part of RCML’s strategy to develop a full service equities and investment banking business in the region. The team advising RCML is being led by Hong Kong corporate partner Robert Ogilvy Watson, whilst a team from Arfat Selvam Alliance LLC, led by partner Krishna Ramachandra, is advising on Singapore regulatory clearances.

Ashurst has acted as international counsel to Korea Housing Finance Corporation (KHFC), a Korean state-owned entity responsible for promoting home ownership among low and middle income persons in Korea, in respect of its inaugural issue of US$500 million covered bonds. The transaction represents the first statutory covered bond to be issued in Asia, and the issue, closed on 15 July 2010, was over-subscribed by an international investor base in the US, Asia and Europe. The firm’s team was led by partner Peter Kwon, whilst KHFC was advised on Korean law by a team from Shin & Kim, led by Ho-Seog Hwang and Young-Hee Jo. The joint lead managers, Standard Chartered Bank and BNP Paribas, were advised by Sidley Austin LLP, led by partners Michael Durrer and Partha Pal. A separate team, led by partner Elizabeth Uwaifo, acted for Standard Chartered First Bank Korea Limited and BNP Paribas, Seoul Branch as joint swap providers, whilst a third team from Sidley, led by partner Andrew Bliss, advised Citicorp International Limited as trustee. Korean law advice for the joint lead managers was provided by a team from Kim & Chang, led by Yong-Ho Kim.

AZB & Partners is also acting as domestic counsel to Embassy Property Developments Limited in respect of its proposal for an IPO of its shares by issuing fresh equity shares. UBS Securities India Private Limited and Nomura Financial Advisory and Securities (India) Private Limited are acting as joint global coordinators and book running lead managers to the issue, whilst Citigroup Global Markets India Private Limited and Edelweiss Capital Limited are acting as lead managers. The deal was signed on 12 July 2010 and is yet to be completed. The fresh issue of equity shares is expected to be valued up to approximately US$522 million, at a price to be determined by the SEBI prescribed book building process. Partners Anup Shah and Srinath Dasari are leading the transaction.

AZB & Partners is also advising JFE Steel Corporation (JFE) in respect of its agreement with JSW Steel Limited (JSW) to purchase equity shares representing not more than 14.99 percent of the equity share capital of JSW. JFE and JSW have also entered into various technical arrangements including technology license and technical assistance agreements for production of automotive steel at JSW, general technical assistance and supply of substrate by JFE to JSW. The deal, valued at approximately US$1.1 billion, is expected to be completed within 45 days from the date of signing, which took place on 27 July 2010. Partner Shameek Chaudhuri led the transaction.

Baker & McKenzie has acted as Hong Kong law counsel to Bank of Communications Co Ltd (BoCom) in respect of its rights issue in Hong Kong. The Shanghai headquartered BoCom is the fifth largest commercial bank in the PRC based on total assets and is the sole global commercial bank partner of the Shanghai Expo 2010. BoCom raised approximately RMB32.8 billion (US$4.87m) from its issue in both Hong Kong and Shanghai, with net proceeds intended to be used to strengthen its capital base. The firm’s team was led by Shanghai-based partner Anthony Jacobsen and Hong Kong-based partners CY Leung and Brian Spires.

Clayton Utz has advised Citadel Resource Group Limited in respect of its accelerated rights issue offer which has raised approximately A$262 million (US$236m). The proceeds will fund the development of its Jabal Sayid copper and gold project in Saudi Arabia. Melbourne equity capital markets partner Charles Rosedale led the firm’s team.

Clayton Utz is also advising Macquarie Capital Advisers as underwriter in respect of SAI Global’s A$130 million (US$117m) equity raising. SAI Global is seeking to raise A$130 million in new equity – A$80 million (US$72m) through an accelerated non-renounceable pro-rata entitlement offer and an additional A$50 million (US$45m) through an institutional placement – and US$60 million in debt to finance its proposed acquisition of Integrity Interactive, a leading US-based compliance and ethics solutions provider. Stuart Byrne, who heads the firm’s equity capital markets practice, is leading the advisory team.

Clifford Chance has advised the lenders – which include Asian Development Bank, Kasikornbank pcl, Siam Commercial Bank pcl and Bangkok Bank pcl – in respect of the financing of a 74MW solar power plant located in the Lopburi province in Thailand. The project was developed by Natural Energy Development, a joint venture between Hong Kong-based CLP Holdings, Japan’s Mitsubishi Corporation (and its subsidiary Diamond Generating Asia Limited) and Bangkok-based Electricity Generating Public Company Ltd, and when constructed will be the largest photovoltaic power project to date. Joseph Tisuthiwongse led the transaction.

Davis Polk & Wardwell LLP has advised the joint lead managers – consisting of Deutsche Bank AG, Singapore Branch, HSBC Bank plc, The Royal Bank of Scotland plc and UBS AG Singapore Branch – in respect of a Regulation S offering by Temasek Financial (I) Limited under its US$10 billion medium-term notes program of £200 million (US$311m) aggregate principal amount of 4.625 percent guaranteed notes due 2022, and £500 million (US$778m) aggregate principal amount of 5.125 percent guaranteed notes due 2040. The notes are guaranteed by Temasek Holdings (Private) Limited. Partners William F Barron and James C Lin led the firm’s corporate team, whilst Temasek was advised by Latham & Watkins as to English law and by Allen & Gledhill as to Singapore law.

Gide Loyrette Nouel has advised PSA Peugeot Citroën in respect of a joint venture with China Changan Automobile Group (Changan), one of China’s largest auto manufacturers. The equally owned JV has an initial investment of RMB8.4 billion (US$1.24b) and will develop a range of light commercial vehicles and passenger cars. It will also introduce the Citroën DS line in China, which consists of three vehicles positioned in the small, medium and large car segments. The contract also allows for the JV to market, at a later date, further vehicles under the partners’ other brands, Peugeot and Changan. Based in Shenzhen in China’s Guangdong Province, the JV will have an initial annual production capacity of 200,000 vehicles and engines, with the first vehicle scheduled to be launched in the second half of 2012. International M&A partner Guillaume Rougier-Brierre led the firm’s advisory team.

The Mumbai office of J Sagar Associates has advised IL&FS Trust Company Limited (IL&FS) and IIRF India Realty XVI Limited, funds managed by IL&FS Investment Managers Limited, on investing in Aria Hotels and Consultancy Services Private Limited (Aria), a subsidiary of Asian Hotels (West) Limited which runs Hyatt Regency in Mumbai. As part of the transaction, IL&FS will invest Rs80 crores (US$17m) to acquire a 33 percent stake in Aria, which, along with its partner Marriott International, will use the investment to part finance the setting up of a high-end hotel in New Delhi’s hospitality district near the international airport. The firm’s team was led by partner Akshay Chudasama. New Delhi-based firm T Sen Gupta & Associates represented Aria and the promoters.

Jones Day is advising Beiqi Foton Motor Co (Foton), China’s largest commercial-vehicle manufacturer, in respect of its joint venture deal with Daimler AG (Daimler) and Daimler’s regional headquarters, Daimler North East Asia Ltd (DNEA). After eight years of negotiation, Foton, Daimler and DNEA signed the joint venture contract in the presence of Chinese Premier Wen Jiabao and German Chancellor Angela Merkel in Beijing on 16 July 2010. The JV will be dedicated to the manufacture of medium and heavy duty trucks as well as OM457 engines, with the technology to be licensed by Daimler. Foton’s capital contribution, which will represent a fifty percent equity interest in the JV, will be made by transferring both tangible and intangible assets to the JV in connection with medium and heavy duty truck production and sales, which amount to RMB2.8 billion (US$413m). Daimler and DNEA will jointly inject RMB2.8 billion (US$413m) cash, which representing the other fifty percent equity interest in the JV. John Kao is leading the firm’s team, whilst Daimler is being represented by Taylor Wessing.

Khaitan & Co has advised India Agri Business Fund Ltd (Rabo Equity Advisors) Mauritius (IABF), a fund predominantly focused on the agricultural sector and related business activities in India, in respect of the acquisition of a stake in Vacmet India Limited India, a fast growing company engaged in manufacturing and all kinds of packaging, films, rolls, etc. IABF acquired a 23.92 percent equity interest in the post issued capital of the target. The total transaction value was approximately US$10.5 million. Partner Bharat Anand led the transaction.

Khaitan & Co has also advised Infotel Broadband Services Pvt Ltd and Reliance Industries Ltd in respect of arranging US$500 million in external commercial borrowings which has formed part of the financing required to fund their US$2.85 billion recent acquisition of pan-India Broadband Wireless Access (BWA) spectrum. The funding was in connection with the high profile auction for the 3G and BWA spectrums conducted by the Government’s Department of Telecom. Banking and finance partner Shishir Mehta, a recent lateral hire from White & Case, led the transaction.

Llinks Law Offices has acted as PRC counsel to Red Star Macalline, the largest furniture chain owner and operator in China, in respect of its completion in June 2010 of a private equity investment valued at RMB2.6 billion (US$383m). Investors included first tier local and international investors such as Warburg Pinkus, CITIC Private Equity Fund, Fosun Group and Bohai Equity Fund.

Llinks Law Offices has also advised Jiangsu Shentung Valve Co Ltd in respect of its IPO of 26 million shares on 10 June 2010, which raised a total of RMB572 million (US$84m), and its subsequent listing on the Shenzhen Stock Exchange on 23 June 2010. The transaction had the approval of the China Securities Regulatory Commission.

Mayer Brown JSM has acted for Vanship Holdings Limited, a Liberian registered company based in Hong Kong, in respect of the disposal of a fleet of seven VLCCs, valued at approximately US$587 million, to New York-listed tanker operator Navios Maritime Acquisition Corporation. Six of the seven tankers are under long-term time charter to counterparties including COSCO, Sinochem, Formosa and SK Shipping, and the deal was undertaken as a structured sale of ship-owning companies rather than assets in order to protect existing contracts relating to the ships. The firm’s team was led by Alastair MacAulay.

Mayer Brown JSM has also advised The Hongkong and Shanghai Banking Corporation Limited in respect of the term loan facilities for a group of associated companies located in Hong Kong, Italy and Luxembourg in relation to the acquisition of the majority shareholding of a leading Italian fashion brand. Allan Yu led the firm’s advisory team, whilst Tonucci & Partners and Elvinger Hoss et Prussen assisted on the Italian and Luxembourg aspects of the transaction.

Minter Ellison is advising Bendigo Mining (Bendigo) in respect of an agreement with BCD Resources NL (BCD), formerly Beaconsfield Mining, to merge the two companies via a scheme of arrangement. The merger of these two Australian-listed gold producers will create a significant new mid-tier Australian gold mining business. Bendigo will acquire all of the ordinary shares in BCD and BCD shareholders will receive 0.72 Bendigo shares for each BCD share held. This implies a combined market capitalisation of A$162 million (US$146m). Shareholders are expected to vote in November 2010. Bendigo owns and operates two producing underground gold mines in Australia and is involved in gold exploration in West Africa through its investment in GoldStone Resources Limited. BCD owns the Tasmania Mine in northern Tasmania. The firm’s advisory team is led by Melbourne-based corporate partner Marcus Best while BCD is being advised by Mills Oakley.

Orrick, Herrington & Sutcliffe LLP has advised Parkway Life Real Estate Investment Trust (PLife REIT), Asia’s largest listed healthcare REIT by asset size, in respect of its JPY3.1 billion (US$35.3m) acquisition of five nursing home properties in Japan. The transaction, which follows a similar acquisition of six Japanese nursing homes last month for JPY3.9 billion (US$44.4m), was completed on 16 July 2010. Singapore-based PLife REIT acquired the properties from Yugen Kaisha KSLC, a subsidiary of Kenedix Inc, Japan (Kenedix), a Japanese real estate asset manager. With previous acquisitions from Kenedix, PLife REIT’s investment into Japanese nursing and care homes from Kenedix now totals 20 properties. A team of Japan and US qualified real estate lawyers, led by partner Asahi Yamashita, handled the transaction.

Sidley Austin LLP’s Hong Kong office has acted as issuer’s counsel in respect of two separate IPOs recently listed on the HKSE. The IPOs were on behalf of China ITS (Holdings) Company Limited (China ITS), a transportation infrastructure technology services provider in China, and Tian Shan Development (Holding) Limited (Tian Shan), a property developer in China. The China ITS offering included a concurrent global placement pursuant to Regulation S and Rule 144A and raised approximately US$106 million. Partners Constance Choy and Jason Kuo led the team advising on HK law and US law. Partner Gloria Lam led the firm’s team in respect of the Tian Shan offering, which raised approximately US$45 million.

Stamford Law Corporation is advising Oceanus Group Limited (Oceanus), the largest land-based abalone producer in the world, in respect of a collaboration agreement with leading Australian lobster aquaculture technology company, Lobster Harvest Limited (Lobster Harvest). Together, the two companies plan to develop commercial lobster production operations in South East Asia. The JV will include the establishment of two JV companies, namely a research company to be based in Singapore and a company to undertake propagation operations in the PRC. Under the terms of the Collaboration Agreement, Lobster Harvest will seek to raise A$4 million (US$3.6m) through a placement exercise in which Oceanus has agreed to participate by investing A$1 million (US$0.9m) in exchange for options and a 6.5 percent stake in Lobster Harvest’s enlarged share capital. It will also make a further investment of A$2 million (US$1.8m) in the JV companies. Lobster Harvest will in turn invest AU$1 million (US$0.9m) and its Slipper Lobster propagation technology in the JV companies. Director Yap Lian Seng leads the transaction.

WongPartnership LLP has acted for Asia Power Corporation Limited in respect of the following matters: (i) the proposed disposal of its entire 51 percent equity interest in the registered capital of its subsidiary, Heilongjiang Asiapower Xinbao Heating & Power Co Ltd, to Huadian Energy Company Limited for an aggregate consideration of RMB 204.4 million (US$30m) and the total accrued interest; and (ii) its proposed acquisition of an effective interest of 80 percent in three hydropower plants from Hongya Wo Sum Power Co Ltd, for an aggregate consideration of RMB 76.56 million (US$11.3m). Partner Vivien Yui acted on the matter.

WongPartnership LLP has also acted for the taxpayer in respect of (i) ABB v Comptroller of Income Tax in an appeal against an assessment of gains from stock options granted to the estate of an office holder in senior management, such gains amounting to about US$8 million; and (ii) in ZF v Comptroller of Income Tax in an appeal against a tax assessment where the Comptroller has disallowed capital allowances relating to prefabricated dormitories used in the business for providing accommodation to workers, on the ground that the dormitories were not “plant”. Partners Tan Kay Kheng and Leong Yew Kwong acted on the matters, respectively.