|Allen & Gledhill LLP has advised Standard Chartered Bank (the arranger and the dealer) and British and Malayan Trustees Limited (the trustee) in respect of the issuance by SBS Transit Ltd (SBS) of S$250 million (US$177m) multi-currency medium term note programme, under which SBS may from time to time issue notes not exceeding S$250 million or the equivalent in other currencies. Partner Margaret Chin led the firm’s advisory team.
Allen & Gledhill LLP has also acted as Singapore counsel to Prudential plc (Prudential) in respect of the listing of its shares on the SGX-ST. Prudential, which currently has a dual primary listing on both the London Stock Exchange and the HKSE and a secondary listing on the SGX-ST, had a market capitalisation of approximately £13.4 billion (US$19.7b) upon admission to the HKSE and the SGX-ST. Partner Tan Tze Gay led the transaction.
In addition, Allen & Gledhill LLP has advised Fraser & Neave Holdings Bhd in respect of the divestment of its entire equity interest in Malaya Glass Products Sdn Bhd to Berli Jucker Public Company Limited and ACI International Pty Ltd (a wholly-owned subsidiary of Owens-Illinois Inc), for a total cash consideration of US$221.7 million. Together with the settlement of intercompany loans, the total amount of cash proceeds is US$259.6 million. Partner Oh Hsiu Hau led the transaction.
Finally, Allen & Gledhill LLP has acted as Singapore counsel to Bakrie Telecom Pte Ltd, a wholly-owned Singapore-incorporated subsidiary of PT Bakrie Telecom Tbk (Bakrie Telecom), in respect of its issuance of US$250 million 11.5 percent guaranteed senior notes due 2015. The high yield bonds are guaranteed by Bakrie Telecom, PT Bakrie Network and PT Bakrie Connectivity and have the benefit of a security package. Credit Suisse (Singapore) Limited, Merrill Lynch (Singapore) Pte Ltd and Morgan Stanley Asia (Singapore) Pte acted as joint bookrunners. Partner Glenn Foo led the firm’s advisory team.
Appleby has acted as Cayman counsel to Directel Holdings Limited (Directel) in respect of its listing on the GEM Board of the HKSE on 2 June 2010. Directel is a mobile virtual network operator which is principally engaged in the provision of mobile phone services in Hong Kong and the PRC. The estimated HK$75 million (US$9.6m) proceeds from the offer will be used for further expansion of mobile phone services in Macau and Taiwan, development of such services in other Asia Pacific territories, and upgrading the Group’s telecommunications in Hong Kong and the PRC. The firm’s team was led by Hong Kong corporate partner Judy Lee.
AZB & Partners has advised Cholamandalam DBS Finance Limited in respect of the allotment and issue of approximately 10 million equity shares to International Finance Corporation at a subscription price of approximately INR0.92 (US$0.02) per share, constituting approximately 10 percent of the total share capital of the company. The transaction, which was completed on 17 May 2010, was valued at approximately INR1 billion (US$22m). Partner Vaishali Sharma acted on the matter.
AZB & Partners has also advised International Finance Corporation (IFC) as first investor and co-investors in respect of their investment in Belstar Investment and Finance Private Limited (Belstar), a non-banking finance company registered with the Reserve Bank of India which provides micro-finance services. The co-investors consist of Norway-based NMI Frontier Fund KS (NMI), Swedish state-owned Swedfund International AB (Swedfund), and Mauritius registered Aavishkaar Goodwell India Microfinance Development Company Limited (Aavishkaar). As a result of the transaction, IFC will hold approximately 18 percent of the equity share capital in Belstar while NMI will hold approximately 15 percent. Swedfund and Aavishkaar will each hold approximately 7 percent. The transaction, valued at approximately INR130 million (US$3m), was led by partner Gautam Saha.
In addition, AZB & Partners has also advised CBay Inc (CBay) and its group in respect of the acquisition of the entire shareholding of Spheris India Private Limited (Spheris). The transaction is part of CBay’s acquisition of the operating assets of Spheris’ overseas holding company, following the filing for a Chapter 11 bankruptcy protection on 3 February 2010 by the Spheris group of companies (composed of Spheris Holdings II Inc, Spheris Inc, Spheris Operations LLC, Vianeta Communications, Spheris Leasing LLC and Spheris Canada Inc). The transaction was valued at approximately INR3.4 billion (US$75m). Partners Abhijit Joshi and Srinath Dasari led the firm’s advisory team.
Moreover, AZB & Partners has advised Krrish Infrastructure Private Limited (Krrish) and private equity fund Brahma Capital (Brahma), through its entity Neptune Private A Limited, in respect of the acquisition by each of approximately 25 percent of equity in Cobra India Beer Private Limited (Cobra), making Cobra as an equal joint venture between Krrish and Brahma and Lord Bilimoria. Cobra is one of the UK’s fastest growing premium beer brands. The transaction also involved the acquisition of 76 and 12 percent of equity shares in Iceberg Industries Limited (Iceberg), a company that owns one of the largest breweries in the State of Bihar, by Cobra and Brahma respectively. The total value of the investment in Cobra was approximately US$12 million while the investment in Iceberg was valued at approximately US$4 million. Partners Hardeep Sachdeva and Essaji Vahanvati led the transaction.
Finally, AZB & Partners is advising Jindal Steel and Power (Mauritius) Limited, the wholly owned subsidiary of Jindal Steel and Power Limited, in respect of its proposed acquisition of Shadeed Iron & Steel Co LLC (Shadeed), a company incorporated under the laws of the Sultanate of Oman. The transaction will be undertaken through the acquisition of 100 percent of the equity share capital and indebtedness of Shadeed. The deal, which has yet to be completed, is valued at approximately INR20.7 billion (US$460m). Partner Shuva Mandal led the transaction.
Clifford Chance has advised First Media Holdings Ltd – a new company established by funds advised by leading private equity firm Advantage Partners – in respect of its approximate HK$185 million (US$23.7m) investment in HKSE-listed Qin Jia Yuan Media Services Company Limited, one of the largest advertising companies with exclusive television advertising agency rights in China. The transaction, which is subject to satisfaction of a number of conditions, will be made through the issue of convertible bonds, warrants and ordinary shares. The deal is Advantage Partners’ first PIPE investment in Hong Kong. Partner Simon Cooke led the firm’s advisory team.
Clifford Chance has also advised the joint lead managers, HSBC, Korea Development Bank, Morgan Stanley and Standard Chartered Bank, in respect of Korea Resources Corporation’s (KRC) US$300 million debut bond issue. The 4.125 percent bonds are due in 2015 and the deal was priced at 99.513 percent. The firm also acted as Singapore listing agent. Wholly-owned by the Korean government, KRC is mandated to further Korea’s access to strategically important mineral resources, both domestically and internationally. Partner Joan Janssen and counsel Hyun Kim led the firm’s advisory team.
Colin Ng & Partners LLP has advised GuardTime Holdings Pte Limited (GT) and its subsidiaries (GT Group), a group of companies at the cutting edge of digital evidence technology, in respect of its recently concluded Series A funding of US$8 million to help roll out its global infrastructure for delivering its provable data integrity service. The transaction involved restructuring the GT Group, consolidation of the group’s intellectual property in an IP holding company, and infusion of capital by the investors. Partner Bill Jamieson led the transaction.
Freshfields Bruckhaus Deringer has acted as Hong Kong and US counsel to L’Occitane International SA (L’Occitane) in respect of its US$704 million IPO and listing on the HKSE. L’Occitane designs, manufactures and markets a wide range of cosmetics and well-being products based on natural and organic ingredients sourced principally from or near Provence in France. China managing partner Teresa Ko and US securities partner Kenneth Martin led the firm’s advisory team.
Freshfields Bruckhaus Deringer has also advised German forklift maker KION Group (KION) in respect of a deal through which it has become the largest foreign forklift truck manufacturer in China. KION has taken full management control in the joint venture company KION Baoli (Jiangsu) Forklift, which will be fully integrated immediately into the global operations of KION. The JV was established in January 2009 with Jiangsu Shangqi Group (formerly Jiangsu Baoli Group) and Jingjiang Baoli Forklift. The firm’s advisory team was led by partners Heiner Braun and Alan Wang in Shanghai.
Khaitan & Co has advised Blue Star Limited and the other shareholders in respect of the sale of 100 percent of the shares of Ravistar India Private Limited (Ravistar) to Systermair AB Sweden. Ravistar is an Indian company which manufactures air distribution products. Partner Rabindra Jhunjhunwala led the transaction.
Khaitan & Co has also advised Axis Bank Limited in respect of the purchase of an entire building having a total carpet area of 350,553 square feet (8 floors with basement area) together with the exclusive right on the land measuring 5,726.32 square meters. The consideration for the transaction was approximately US$170 million. Partners Sudip Mullick and Savita Singh advised on the matter.
In addition, Khaitan & Co has acted as domestic legal advisor to Philips Carbon Black Limited (PCBL) in respect of its QIP which raised approximately US$21 million. Partner Vibhava Sawant advised on the matter.
Finally, Khaitan & Co has advised Mahindra & Mahindra (M&M), India’s largest utility vehicle company, in respect of its purchase of a 55.2 percent stake in electric car company Reva. As a result of the transaction, M&M added passenger cars to its electric vehicle portfolio. Reva’s promoters, the Maini family, will hold 31 percent in Mahindra Reva Electric Vehicle Company while Lon Bell, the co-founder, will hold 11 percent. Employees with stock options will hold the rest. Ravi Kulkarni, Nikhilesh Panchal and Joy Jacob acted on the deal.
Mayer Brown JSM has acted for Blue Lines in respect of the acquisition of five MR tankers from Cido Shipping with the benefit of charters attached. The transaction involved the purchase of five special purpose companies, carrying out due diligence on their business, and advising in relation to the refinancing of the subject vessels. The firm’s advisory team was led by Alastair MacAulay.
Orrick, Herrington & Sutcliffe LLP has advised Equinix Inc (Equinix) and its Asia-Pacific subsidiaries in respect of a US$200 million multi-currency dual tranche five year syndicated loan facility. The financing closed on 14 May 2010. Proceeds will be used to support Equinix’s development plans and repay existing term loan facilities for the Asia-Pacific region. Equinix is a provider of global data centre services in North America, Europe and the Asia-Pacific. The firm’s advisory team was led by partners Dolph Hellman in San Francisco and Hong Kong-based Michelle Taylor.
Sinowing Law LLP has advised Nollec, one of the leading independent design houses for mobile handsets, in relation to its merger with Zoom Technologies Inc, a Nasdaq-listed company whose business focuses on mobile handsets. The transaction, which closed on 1 June 2010, is the latest illustration of the TMT industry’s move to combine and consolidate integrated capacities to cope with the 3G and smartphone challenges and opportunities. The merger of the two companies creates a strong competitor in the 3G equipment market in China.
Skadden has represented HSBC, The Royal Bank of Scotland and Standard Chartered Bank as the underwriters in respect of the offering of US$300 million 9.5 percent senior notes due 2017 by Yanlord Land Group Limited, a major China real estate company whose shares are listed on the SGX-ST. The Rule 144A/Regulation S high yield securities have been set to mature in May 2017 and will be callable after four years. The firm’s advisory team was led by partner Edward Lam in Hong Kong.
Skadden has also acted as US and Hong Kong counsel to Goldman Sachs and HSBC, as joint global coordinators and joint sponsors, in the US$197 million global offering of shares in NVC Lighting Holding Limited (NVC Lighting), the largest domestic lighting brand supplier and a leading supplier of energy-saving lighting products in China. The transaction involved a public offering in Hong Kong, an international private placement (including Rule 144A sales in the United States), and the listing of NVC Lighting’s shares on the HKSE. The firm’s advisory team was led by Dominic Tsun and Alec Tracy.
Stamford Law has acted for the lenders in respect of a US$145 million syndicated term loan facility granted to Asianindo Holdings Pte Ltd (Asianindo), a subsidiary of Genting Plantation Bhd which is listed on the Main Board of Bursa Malaysia and which is a wholly-owned subsidiary of Genting Berhad. The syndication was led by OCBC Bank (Malaysia) Berhad and the participating lenders include Oversea-Chinese Banking Corporation Ltd and DBS Bank Ltd, Labuan Branch. The facility serves to finance Asianindo’s oil palm plantation development and general corporate purposes as well as funding for the construction of palm oil mills in Indonesia. Directors Susan Kong and Valarie Jagger led the firm’s advisory team.
Stamford Law has also advised BioTime Inc (BioTime), a California biotechnology corporation listed on the NYSE Amex, in respect of its proposed acquisition of the outstanding shares and debt instruments of ES Cell International Pte Ltd (ESI), which will be satisfied by the allotment and issuance of shares and warrants in BioTime to the vendors. The warrants issued in the acquisition will expire four years after the date of issue. The principal vendors include Pharmbio Growth Fund Pte Ltd and Biomedical Sciences Investment Fund Pte Ltd (both funds of the Economic Development Board of Singapore) and ES Cell Australia Limited. Director Yap Wai Ming led the transaction.
WongPartnership LLP has acted for Tiong Seng Properties (Private) Ltd, a subsidiary of SGX-ST-listed Tiong Seng Holdings Limited (a construction group and property developer), in respect of various agreements for the development of the first riverfront eco-neighbourhood in Tianjin Eco-City. The agreements include the RMB4.5 billion (US$659m) tripartite equity joint venture agreement with Sino-Singapore Tianjin Eco-city Investment and Development Co Ltd (master developer for the Tianjin Eco-City) and Japan’s largest property developer, Mitsui Fudosan Residential Co Ltd. Partner Ian De Vaz acted on the matter.
WongPartnership LLP has also acted for United Fiber System Limited (UFS) in respect of the following: (a) its proposed acquisition by UFS of PT Kutai Chipmill for approximately S$89.7 million (US$65m) through the acquisition of all the shares in Pacific Global Holding Ltd and Pacific Capital Holding Ltd from Masba Holdings Inc; and (b) the proposed investment of S$178 million (US$126m) by Falcon Capital Global Holding Limited in UFS by way of subscription of shares representing approximately 53 percent of the share capital of UFS. Partners Chan Sing Yee and Kenneth Leong acted on the matter.
Finally, WongPartnership LLP advised the controlling shareholders of Bursa Malaysia-listed General Corporation Berhad (GCB) in respect of the Singapore law implications of their offer for the entire business and undertakings of GCB, including in respect of a Pre-Conditional Mandatory General Offer for GCB subsidiary Low Keng Huat (Singapore) Ltd. Partners Ng Eng Leng and Tay Liam Kheng acted on the matter.
Vinson & Elkins LLP has represented Oklahoma City-based independent energy company Devon Energy Corporation in respect of its sale to China National Offshore Oil Corporation of a 24.5 percent participation interest in two producing oilfields in the South China Sea for US$515 million. Completion of the transaction is subject to customary closing conditions and regulatory approvals. The firm’s advisory team included partners David Blumental and Jeff Munoz.
In-House Community Magazine – October 2021, including Cybersecurity and Data Protection Special Report 2021
In this edition, noting the ever-expanding risks of cyberattacks around the world we unpack how in-house counsel play a crucial part in preparing for and dealing with cyberattacks against their companies. We also reveal the details of Thailand’s comprehensive ...