Deals – 29 October 2014

Ali Budiardjo, Nugroho, Reksodiputro has advised PT Tokopedia, one of Indonesia’s online marketplace leaders, in respect of a US$100 million investment from SoftBank Internet and Media Inc (SIMI) and Sequoia Capital. SIMI and Sequoia Capital representatives will join the company’s board of directors. Partner Ayik Candrawulan Gunadi led the transaction which is expected to close in mid-December 2014.

Allen & Gledhill has advised Oversea-Chinese Banking Corp Ltd (OCBC) and DB International Trust (Singapore) Ltd (DB Trust) in respect of the establishment of a S$300 million (US$235m) multicurrency medium term note programme by Swissco Holdings Ltd. OCBC was appointed arranger for the programme whilst DB Trust was appointed trustee for holders of the notes. Under the programme, Swissco issued S$100 million (US$78.4m) 5.7 percent notes due 2018. OCBC was appointed sole lead manager and book-runner of the notes. Partners Au Huey Ling, Sunit Chhabra and Ong Kangxin led the transaction.

Allen & Gledhill has also advised DBS Bank Ltd in respect of the issue of S$600 million (US$470.7m) 4.88 percent subordinated perpetual securities by FCL Treasury Pte Ltd under the S$3 billion (US$2.35b) multicurrency medium debt issuance programme established by FCL Treasury. The transaction is one of the largest perpetual securities issuance in Singapore in 2014. The programme is guaranteed by Frasers Centrepoint Ltd. DBS and Maybank Kim Eng Securities Pte Ltd were appointed global coordinators for the issue and, together with Standard Chartered Bank and United Overseas Bank Ltd, the joint lead managers and joint book-runners for the issue. DBS was also appointed issuing and paying agent. DBS Trustee Ltd was appointed trustee for holders of the securities. Partners Margaret Chin, Daselin Ang and Sunit Chhabra led the transaction.

Appleby has acted as Cayman counsel for Nga Chun Holdings Company Ltd in respect of its listing on the Main Board of the HKSE on 16 October 2014, with net proceeds of approximately HK$93.4 million (US$12m). Nga Chun is an engineering contractor in Hong Kong which is principally engaged in building-related engineering services, including electrical installation, air-conditioning installation and fire services installation projects. Majority of the proceeds will be used for the operation of prospective projects and to recruit experienced engineering staff. Judy Lee, corporate partner in the Hong Kong office, led the transaction whilst Howse Williams Bowers advised as to Hong Kong law. Francis & Co, in association with Addleshaw Goddard (Hong Kong), advised the sponsors and underwriters as to Hong Kong law.

Clayton Utz is advising Deutsche Bank AG, Goldman Sachs Australia Pty Ltd and Macquaire Capital (Australia) Ltd as the joint lead managers in respect of the proposed IPO and ASX listing of Medibank Private. The company aims to raise approximately A$5.5 billion (US$4.84b) from the offering which is expected to close on 14 November 2014. The proposed listing date is on 25 November 2014. Corporate/ECM partner Stuart Byrne, supported by director-ECM Natasha Davidson and partner Brendan Groves, is leading the transaction. HSF is advising the Commonwealth Government whilst KWM is advising Medibank Private.

Clayton Utz has also acted for premium Tasmanian salmon farming operator Huon Aquaculture Group Ltd in respect of its IPO and listing on the ASX. The IPO raised A$133 million (US$117m), giving the company a market capitalisation of approximately A$420 million (US$370m). Capital raised will be used to expand the company’s operations and invest in future fish farming operations. Huon Aquaculture was founded at Hideaway Bay in 1986 by couple Peter and Frances Bender. The business now employs over 500 people and produces around 15,000 tonnes of salmon annually. Corporate partner Brendan Groves and partner-elect John Brewster led the transaction which was announced on 23 October 2014.

Clifford Chance has advised Eksport Kredit Fonden (EKF) and a group of local and international lenders in respect of the US$315 million financing for the 150MW Burgos Wind Project in the Philippines. Burgos Wind Project is sponsored by Energy Development Corp (EDC) and is aiming to be the first wind project to benefit from the new feed-in-tariff regime for renewables in the Philippines. Once operational, it will be the largest wind farm in the country. The facilities comprise US dollar and Philippine peso facilities and will mature in 15 years. EKF, Denmark’s export credit agency, will provide a guarantee for one of the dollar facilities. The mandated lead arrangers for the US dollar facilities were Australia and New Zealand Banking Group Ltd (ANZ), DZ Bank AG, ING Bank NV, Malayan Banking Berhad (Maybank) and Norddeutsche Landesbank Gironzentrale. The peso facility was arranged by PNB Capital and Investment Corp and SB Capital Investment Corp among a syndicate of local lenders consisting of BDO Unibank Inc, Land Bank of the Philippines, Philippine National Bank and Security Bank Corp. Partners Philip Sealey (Perth) and Joe Tisuthiwongse (Bangkok) led the transaction with support from Singapore partner Paul Landless.

Clifford Chance has also advised the lead managers, composed of BOCI, BNP Paribas, China Merchants Securities, CITIC Securities, Citigroup, Credit Suisse, HSBC, Morgan Stanley and Standard Chartered Bank, and the fiscal agent, The Bank of New York Mellon London Branch, in respect of Bank of China Ltd’s US$6.5 billion offering of Basel III-compliant additional tier 1 preference shares. This is the first offshore additional tier 1 capital issue from a Chinese bank. Partners Fang Liu, Connie Heng and Matt Fairclough led the transaction.

Davis Polk has advised The Hongkong and Shanghai Banking Corp and another investment bank as the joint lead managers in respect of an English law Regulation S-only offering by ENN Energy Holdings Ltd of its US$400 million 3.25 percent bonds due 2019. HKSE-listed ENN Energy is one of the first privately-owned clean energy distributors in China. Its principal business is the investment in and the operation and management of gas pipeline infrastructure, vehicle/ship gas refuelling stations and the sales and distribution of piped gas and LPG. Partner Paul Chow led the transaction. Sullivan & Cromwell advised ENN Energy.

Davis Polk has also advised Greenland Global Investment Ltd, a subsidiary of Greenland Holding Group Company Ltd, in respect of the establishment of its US$3 billion medium-term note program and the issuance of US$500 million notes thereunder which are guaranteed by Greenland Holding, a leading group company in the PRC with a diversified portfolio of businesses and a focus on real estate business. Greenland Holding is the second-largest enterprise held by Shanghai State-owned Assets Supervision and Administration Commission. Partner Paul Chow also led the transaction whilst Harney Westwood & Riegels advised as to British Virgin Islands law and AllBright Law Offices advised as to PRC law. The joint arrangers, composed of BOCI Asia Ltd, JP Morgan Securities plc, The Hongkong and Shanghai Banking Corp Ltd and Standard Chartered Bank (Hong Kong) Ltd, and the dealers, composed of BOCI Asia Ltd, JP Morgan Securities plc, The Hongkong and Shanghai Banking Corp Ltd, Standard Chartered Bank (Hong Kong) Ltd and Standard Chartered Bank, were advised by Linklaters as to Hong Kong and English laws and by Commerce & Finance Law Offices as to PRC law.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised PT Telekomunikasi Indonesia (Persero) Tbk (Telkom) in respect of the framework agreement with Telstra for the development of a network application and services solution in Indonesia. For the purpose of this cooperation, Telkom, through its subsidiary PT Multimedia Nusantara, and Telstra have entered into a shareholders agreement for the joint venture company. Partner Sri Indrastuti Hadiputranto led the transaction.

J Sagar Associates has advised PD International Pty Ltd and Suretex Prophylactics (India) Ltd in respect of the acquisition of CE Gloves (India) Ltd by Mukesh Gelaram Talreja and Neelam Mukesh Talreja. Partners Vivek K Chandy, Raj Ramachandran and Sunil Jain led the transaction. The buyers were represented by Krishnamurthy & Co Bangalore.

J Sagar Associates has also advised Dachser Germany in respect of the acquisition off the remaining 50 percent shares of freight forwarder Dachser India Private Ltd from the AFL Group. M&A partner Sandeep Mehta led the transaction. The AFL Group was represented by AZB & Partners.

Khaitan & Co has advised SAIF Partners in respect of its approximately US$13 million investment into Senco Gold Ltd by way of subscribing to compulsorily convertible preference shares and nominal equity shares. SAIF Partners is a leading private equity firm that provides both early stage and growth capital to companies in India, where their primary areas of focus include information technology, internet, mobile, consumer products and services, healthcare, education, financial services and manufacturing. Associate partners Arindam Sarkar and Sucharita Basu led the transaction.

Khaitan & Co has also advised Sterlite Technologies Ltd in respect of a joint venture with Viscas Corp in which Viscas will invest into the existing power cable facility of Sterlite in Haridwar which is already serving the medium voltage / high voltage power cables customers in India. Partner Anand Mehta led the transaction with assistance from partner Avaantika Kakkar.

Maples and Calder has acted as British Virgin Islands counsel to Advance Wisdom Investments Ltd in respect of its issue of US$300 million 2.1 percent guaranteed notes due 2017. The notes are unconditionally and irrevocably guaranteed by Agricultural Bank of China Ltd Hong Kong Branch and will be listed on the HKSE. Partner Jenny Nip led the transaction whilst Linklaters acted as English and Hong Kong counsel. Freshfields Bruckhaus Deringer acted as English and Hong Kong counsel to the joint lead managers, consisting of Agricultural Bank of China Ltd Hong Kong Branch, ABCI Capital Ltd, Standard Chartered Bank, CCB International Capital Ltd, Goldman Sachs (Asia) LLC, ICBC International Securities Ltd and Wing Lung Bank Ltd.

Paul Hastings has represented Forum Partners, a global real estate investment and asset management firm, in respect of its loan facility extended to an affiliate of Sansheng Real Estate Group Ltd. The proceeds of the loan will be used to pay land costs and construction costs on projects owned by Sansheng Real Estate Group. Partner Wayne Ma led the transaction.

Rodyk & Davidson has acted for Malayan Banking Berhad Singapore Branch in respect of its bilateral unsecured S$150 million (US$117.7m) revolving credit facility granted to CapitaMalls Asia Treasury Ltd guaranteed by CapitalMalls Asia Ltd (CMAL) to finance the general working capital requirements and other corporate funding requirements of CMAL and its subsidiaries. Finance partner Doreen Sim, supported by partner Dawn Tong, led the transaction.

Rodyk & Davidson has also acted for the manager of Cambridge Industrial Trust in respect of its acquisition of 12 Ang Mo Kio Street 65 from Freshlane (CP) Private Ltd for S$39.8 million (US$31.2m). The building is a six-storey purpose-built light industrial building with a gross floor area of about 16,762 sq m. It is about 85 percent leased to two tenants, Nepes and Singapore Technologies Electronics. Real estate partners Norman Ho and Ho Soo Lih led the transaction.

Slaughter and May Hong Kong has advised Swire Pacific Ltd in respect of the annual update of the US$5 billion medium term note programme of Swire Pacific MTN Financing Ltd, its wholly-owned subsidiary. Notes issued under the programme are guaranteed by Swire Pacific and may be listed on the HKSE. HSBC and Morgan Stanley are the joint arrangers under the programme. Partner Laurence Rudge led the transaction.

Slaughter and May London and Hong Kong has also advised Standard Chartered in respect of the annual update of its US$70 billion debt issuance programme, under which Standard Chartered PLC, Standard Chartered Bank and Standard Chartered Bank (Hong Kong) Ltd can issue notes to be listed and traded on the London Stock Exchange and the HKSE. Capital markets partner Nilufer von Bismarck and Hong Kong corporate and finance partner Laurence Rudge led the transaction.

WongPartnership has acted for Lend Lease Retail Investments 3 Pte Ltd as issuer and Lend Lease Commercial Investments Pte Ltd as guarantor in respect of the establishment of a S$500 million (US$392m) secured multicurrency MTN programme arranged by DBS Bank Ltd and Oversea-Chinese Banking Corp Ltd and the issue of S$300 million (US$235m) secured notes by Lend Lease Retail Investments thereunder. Partners Alvin Chia and Trevor Chuan led the transaction.

WongPartnership has also acted for Cordlife Group Ltd in respect of the establishment of its S$500 million (US$392m) multicurrency debt issuance programme. Partners Hui Choon Yuen, Vivien Yui and Goh Gin Nee led the transaction.