|Allen & Gledhill LLP has advised Merrill Lynch (Singapore) Pte Ltd (ML), as the sole bookrunner, manager and underwriter, in relation to the renounceable underwritten 9-for-20 rights issue of more than 243.5 million new ordinary shares by Mermaid Maritime Public Company Limited, to raise gross proceeds of approximately S$156 million (approx US$113m). The transaction is the first ever renounceable rights issue by a Thai-incorporated company listed on the Singapore Exchange Securities Trading Limited, requiring compliance with Thai regulatory requirements and laws as well as SGX-ST rules. Partners Tan Tze Gay, Rhys Goh and Shawn Chen advised.
Allen & Gledhill LLP has also advised CIMB Bank Berhad as lead manager in relation to the S$29 million (approx US$21m) Sukuk Ijarah due 2014, issued by Majlis Ugama Islam Singapura (MUIS). The Bank of New York Mellon has acted as the co-trustee for the holders of the Sukuk. The transaction uses a new structure which allows MUIS, rather than a special purpose vehicle, to issue the Sukuk. In Singapore, MUIS is the second statutory board to have issued a sukuk this year. Partners Yeo Wico, Chew Mei Choo and Sunit Chhabra led the firm’s team in advising.
Finally, Allen & Gledhill LLP is acting as Singapore counsel to Starhill Global REIT in respect of the company intending to acquire the David Jones Building, a retail property located in central Perth in Australia, for A$114.5 million (approx US$106.4m) from the Centro Properties Group, which is listed on the Australian Stock Exchange. Partners Jerry Koh and Chua Bor Jern are advising.
Allens Arthur Robinson is advising Brambles Limited (Brambles), a leading global provider of support services, on its plans to cancel its secondary listing on the London Stock Exchange (LSE). Brambles announced its intentions on 19 November to cancel the secondary listing of its ordinary shares from the Official List of the UK Listing Authority, and to request that trading in those shares on the LSE be cancelled. The cancellation will also involve a share sale facility being offered to the holders of Brambles CDIs – the instruments by which Brambles shares trade on the LSE – who do not wish to hold Brambles shares on the Australian Securities Exchange. Sydney partner Vijay Cugati led the firm’s team in advising. Slaughter and May advised the company on UK law issues.
Baker & McKenzie has advised Indophil Resources NL (Indophil), whose main asset is its 37.5 percent interest in the Tampakan Copper-Gold Project in the Philippines which is estimated to be the seventh-largest undeveloped copper-gold deposit in the world, on a recommended takeover offer by Zijin Mining Group Company Limited. At A$1.28 (approx US$1.18) cash per share, the takeover offers values Indophil at approximately A$545 million (approx US$506.6m). The offer is being implemented by way of an off-market takeover offer, and is subject to various conditions including a 90 percent minimum acceptance condition, as well as Chinese regulatory approvals and FIRB approval. The takeover offer is unanimously recommended by the Indophil Board in the absence of a superior proposal. The firm’s team was led by Melbourne-based partner Richard Lustig.
Baker & McKenzie has advised Sims Metal Management (Sims), the global leader in metals and electronics recycling, in relation to its A$475 (approx US$441.7m) million equity raising. The raising comprises both a fully underwritten A$400 million (approx US$372.6m) institutional placement and a non-underwritten share purchase plan targeting A$75 million (approx US$69.8m). Allens Arthur Robinson has advised the underwriters, UBS AG and Australia Branch and Commonwealth Securities Limited (CommSec), in relation to the institutional placement. Partner David Holland led the Bakers team whilst partner Vijay Cugati led the advisory team for Allens.
Clifford Chance has advised on the two recent Hong Kong IPOs of China Minsheng Bank and China Longyuan Power, led by partner Amy Lo who was assisted in both instances by partner Rupert Li:
Colin Ng & Partners LLP has acted for SGX-listed company ecoWise Holdings Limited (ecoWise) in its successful tender for a PPP contract to “design, build and operate” a biomass co-generation plant at Marina South, organised by the National Parks Board. The co-generation plant will have the capacity to generate 0.9 MW of electricity and 5.4 MW of heat from horticultural and wood waste. ecoWise will, through a special purpose vehicle, construct the plant and then operate it for 15 years, with National Parks Board guaranteeing the off-take of electricity and heat generated. Partners Bill Jamieson and Ong Wei Jin led the team representing ecoWise.
Davis Polk & Wardwell LLP has advised ICICI Bank Limited, India’s largest private sector bank and the country’s second-largest bank in terms of assets, as issuer in connection with a Rule 144A/Reg S offering of US$750 million aggregate principal amount of 5.5% notes due 2015. The joint lead managers for the offering were Bank of America Securities LLC, Credit Suisse Securities (Europe) Limited and The Hong Kong and Shanghai Banking Corporation Limited. ICICI Bank, which acted through its Bahrain branch in respect of the offering, has subsidiaries in the UK, Canada and Russia, branches in Singapore, Dubai, Sri Lanka, Hong Kong, Bahrain, the United States and Qatar, and representative offices in China, United Arab Emirates, Bangladesh, South Africa, Malaysia, Thailand and Indonesia. The firm’s advisory team included partners Margaret E. Tahyar of New York and Kirtee Kapoor of Hong Kong.
Davis Polk & Wardwell LLP has also advised Deutsche Bank AG, Singapore Branch, Goldman Sachs (Singapore) Pte and Morgan Stanley Asia (Singapore) Pte, as the joint lead managers, in relation to a Rule 144A/Reg S offering by Temasek Financial (I) Limited of US$500 million aggregate principal amount of 5.375% guaranteed debentures due 2039, offered under its US$5 billion medium-term notes program. The notes are guaranteed by Temasek Holdings (Private) Limited. The Temasek Group, wholly owned by the Singapore government through the Minister for Finance, has a portfolio of investments covering a wide range of countries and industry sectors and had total assets of approximately US$163.1 billion as of 31 March 2009. Hong Kong-based partners William F. Barron and James C. Lin advised, alongside partners from other offices. Temasek was advised by Latham & Watkins as to matters of US and UK law, and by Allen & Gledhill as to matters of Singapore law.
Drew & Napier has acted as Singapore counsel to GMG, which is in a joint venture with the shareholders of PT Harapan Sentosa, in respect of a potential joint venture for the processing and production of natural rubber and synthetic rubber. The processing property and its management team will be divested to a new company to be established for the purposes of the joint venture (the JV Company). The JV Company is to be 75 percent part owned by GMG and 25 percent part owned by the existing shareholders, and will be initially capitalised up to US$3.5 million in equity contribution plus US$4 million in shareholders’ loans in accordance to the proportionate shareholdings of GMG and the existing shareholders in the JV Company. The firm’s team was led by director Marcus Chow. ABNR represented GMG as local counsel.
Hogan & Hartson has represented Kuxun.cn, a leading online travel website in China, in its acquisition by TripAdvisor, the world largest travel community and a subsidiary of Expedia Inc. Partner Roger Peng led the firm’s team in advising on the transaction.
Khaitan & Co has advised Kyocera Wireless Corp in relation to the sale of the entire shareholding of Kyocera Wireless (India) Private Limited (KWIP) to MindTree Limited. KWIP provides engineering services for software and hardware products pertaining to mobile phone handsets and base stations, handset industrial design services and IT services, primarily to Kyocera group companies worldwide. The total transaction value consists of upfront consideration of US$6 million and a future contingent consideration.
Khaitan & Co has also advised Global Environment Emerging Markets Fund III LP (GEEMF), a part of the Global Environment Fund (GEF), in relation to the acquisition of shares of Greenko Group PLC (Greenko), an AIM listed entity. GEF invests in businesses around the world that provide cost-effective solutions to environmental and energy challenges. Greenko was founded in 2006 to develop, own and operate independent clean energy projects in the high-growth markets of Asia. The firm advised GEEMF on all aspects of the transaction, including its subscription for the redeemable preference shares of Greenko, aggregating to 29.99 percent of the issued share capital of Greenko. The total deal value is US$46 million.
KhattarWong has acted for Sino-Grandness Food Industry Group Limited (Sino-Grandness), a manufacturer and supplier of canned fruits and vegetables mainly for the export market, in respect of its initial public offering on the Mainboard of the Singapore Stock Exchange on 23 November 2009. The offering of 85.52 million shares, comprising 70 million New Shares and 15.520 million Vendor Shares, led to gross proceeds of approximately S$24.8 million (approx US$17.97m). The post invitation market capitalisation was S$71.1 million (approx US$51.5m) Partner Nicole Tan, from the firm’s corporate and securities laws department, advised Sino-Grandness on this transaction.
KhattarWong is also acting for China Precision Technology Limited (CPT), an integrated manufacturing services provider for the consumer electronics, office automation equipment, telecommunication and automotive industries, in a voluntary delisting pursuant to Rules 1307 and 1309 of the SGX-ST Listing Manual. Dynamic Goal Finance Ltd (DGF) had, on 3 September 2009, presented to CPT’s Board of Directors a formal proposal to seek the voluntary delisting of CPT pursuant to the rules. DGF is the sole shareholder of the offeror, CPT International Limited, a special purpose vehicle established for the purposes of the voluntary delisting and exit offer. Partner Ch’ng Li-Ling is advising.
Latham & Watkins has advised Senoko Power, the largest power generation company in Singapore, in connection with a S$2.65 billion (approx US$1.92b) financing. The financing, which comprises a S$2.2 billion 5-year senior term facility, a S$150 million 5-year senior working capital facility and a US$220 million (approx. S$300 million) 8.5-year mezzanine facility, will be used to refinance the bridge loan facility used by shareholders to acquire Senoko Power from Temasek Holdings (Private) Ltd in 2008. A group of 16 commercial banks acted as mandated lead arrangers for the financing, advised by Allen & Overy. The A&O team was led by Tokyo-based partner Ashley Young, whilst Latham partners Joseph Bevash, Michael Yoshii, Clarinda Tjia-Dharmadi, Stephen McWilliams and Hiroki Kobayashi led that firm’s advisory team.
Luthra & Luthra Law Offices has assisted BeijingWest Industries Co Ltd (BWI), along with its wholly-owned global subsidiaries (informally known as BWI Group), in the completion of their asset and business acquisition of the former Delphi Ride Dynamics and Brakes business units and a premier supplier of automotive chassis products to OEMs in the US, Europe and Asia. The acquisition was valued at approximately US$100 million. Shougang Corporation, Beijing’s largest employer and one of China’s largest steel makers, contributed 51 percent of the equity in BWI, whilst Beijing’s Fangshan District contributed another 25 percent of the equity. Fangshan’s State-Owned Assets Management Co Ltd contributed a 24 percent equity stake. Partners Sanjeev Sachdeva and S.R.Patnaik led the firm’s team in advising.
Milbank, Tweed, Hadley & McCloy LLP has represented Standard Bank PLC and Australia and New Zealand Banking Group Limited as the joint-coordinating arrangers in Cambodia’s biggest-ever M&A deal, a US$421 million financing for the acquisition by Cambodia’s Royal Group of Companies Ltd of full control of the country’s number one mobile phone operator CamGSM, and other assets. The Royal Group acquired a controlling stake in CamGSM from Luxembourg-based Millicom International Cellular SA Ltd, its long-time joint venture partner. Financing for the deal was completed this week. Milbank’s Singapore managing partner David Zemans led the firm in advising. Clifford Chance advised the Royal Group, whilst Linklaters acted for Millicom.
Run Ming has represented the Aviation Industry Corporation of China (AVIC) with respect to the establishment of an avionics joint venture with General Electric Company (GE). AVIC and GE Aviation signed the Framework Agreement on 15 November 2009 to set up a 50-50 joint venture in China to provide avionic products and services for future civil aviation programs in the worldwide market (including China and the US). The joint venture will bid for the C919 large civil aircraft program to be offered by Commercial Aircraft Corporation of China Ltd. Partners Yi LIU and Lijun YANG led the firm’s advisory team.
Run Ming has separately advised the Aviation Industry Corporation of China (AVIC) with respect to a cooperation agreement with US conglomerate Honeywell International Inc to expand the existing joint cooperation framework to develop components for the C919 large civil aircraft program, to be offered by Commercial Aircraft Corporation of China Ltd. Partners Yi LIU and Lijun YANG were again involved.
Finally, Run Ming has advised US aircraft leasing company, Aviation Capital Group on the successful delivery of a Boeing 737-800 aircraft to China Eastern Airlines Corporation Limited. The financing of the aircraft was provided by JPMorgan Chase Bank with a US Ex-Im Bank guarantee. It has been quite some time since US Ex-Im Bank last financed a Boeing aircraft into China. Partner Yi LIU led the firm’s advisory team. US Ex-Im Bank was advised by Vedder Price, whilst JPMorgan Chase was advised by Milbank, Tweed, Hadley & McCloy LLP.
Stamford Law Corporation has represented Singapore Exchange Catalist-listed Lasseters International Holdings Limited (LIH) in connection with its purchase of a Holiday Inn in Victoria, Australia, through its subsidiary Cypress Lake Property Pty Ltd (CLP). The hotel is being sold by Hanz (Melbourne) Pty Ltd, and is priced at A$44 million (approx US$40.9m). CLP is acquiring the net balance value of A$13.2 million (approx US$12.27m) while arranging a bank financing for the remainder. The move will enable CPL, a leading spa and wellness business in Australia, to diversify into a more geographically-defined market, particularly in Melbourne, which is historically reputed as having the highest room occupancy within Australia. Director Yap Wai Ming led the transaction.
Troutman Sanders has represented the joint sponsors and underwriters, China International Capital Corporation Hong Kong Securities Limited (CICC) and BOCI Asia Limited (BOCI), in the global offering and listing of CPMC Holdings Limited (CPMC) on the Hong Kong Stock Exchange. Completed on 16 November 2009, the total proceeds from the global offering were HK$1.24 billion (approx US$159.9m) which included the over-allotment option being exercised in full. Both the Hong Kong public offering and the global offering were over-subscribed, with the former over-subscribed some 299 times. The firm’s team was led by the head of its Greater China practice, Hong Kong-based partner Olivia Lee.
Walkers has acted as Cayman Islands counsel to Sands China Ltd (Sands), the Macau subsidiary of US casino giant Las Vegas Sands Corp, on its US$2.5 billion Hong Kong listing. Through its subsidiaries, Sands owns and operates various establishments including The Venetian Macao Resort Hotel, the Sands Macao and the Plaza Macao. The company intends to use a portion of the listing proceeds to recommence construction of its largest integrated resort on the Cotai Strip in Macau. The firm’s team was led by Hong Kong partner Denise Wong.
Yulchon has represented STX Pan Ocean (STX), the largest bulk shipping company in Korea, in connection with its issuance of convertible bonds in the amount of approximately US$200 million. Since STX is a dual-listed company in Korea and Singapore, the bondholders have the right to convert the convertible bonds into new shares of STX listed on either the Korea Exchange or the SGX-ST, at their option. The deal marks the first time STX has issued foreign convertible bonds after it became a dual-listed company. The firm’s advisory team was led by Hee Woong Yoon.