Deals – 3 October 2011

Allen & Gledhill has acted as Singapore counsel for StarHub Ltd in respect of its issue of a S$1 billion (US$771.8m) multicurrency medium term note programme, under which StarHub may issue notes. Australia and New Zealand Banking Group Ltd and DBS Bank Ltd have been appointed as the arrangers of the programme. Partners Tan Tze Gay and Glenn Foo led the transaction.

AZB & Partners has advised Muthoot Finance Ltd in respect of its public issue of secured non-convertible debentures aggregating to approximately INR6.93 billion (US$141m). ICICI Securities Ltd, HDFC Bank Ltd, JM Financial Consultants Private Ltd, Kotak Mahindra Capital Company Ltd and Yes Bank Ltd were lead managers on the issue whilst Karvy Investor Services Ltd and RR Investors Capital Services (P) Ltd were the co-lead managers. Partner Srinath Dasari led the transaction.

Cleary Gottlieb Steen & Hamilton is representing China’s Sichuan Hongda Group (SHG) in respect of its joint venture with Tanzania’s National Development Corporation (NDC) to implement an integrated coal mine and power plant project and an integrated iron ore mine and steel mill project in Tanzania. The two projects, representing a total investment of up to US$3 billion, are the largest investment ventures in East Africa. SHG will hold an 80 per cent interest in the JV company whilst NDC, the statutory corporation established to implement projects on behalf of the Government of the United Republic of Tanzania, will hold 20 per cent. The JV agreement and other transaction documents were signed on 21 September 2011. Completion of the transaction is subject to various conditions, including approvals from the PRC and Tanzanian governments. Director Li Li and partner Mike Preston led the transaction.

FoxMandal Little has advised UK based Lebara Group’s Indian affiliate LBR Hotels and Hospitality Services Private Ltd in respect of its acquisition of a Chennai based hotel located on the Old Mahabalipuram Road in the south of Chennai. The hotel was owned by RAS Adyar Hotel Ltd, which is promoted by former Supreme Court Justice V Ramaswami’s family. Once the construction is complete, the hotel will be a 190 key hotel operated under the Gateway brand of Taj Hotels. Partner Jeevanandham Rajagopal led the transaction.

J Sagar Associates has advised Nexus Venture Partners (Nexus) in respect of its Series B investment in Druva Software Private Ltd (Druva), which had earlier received investments from other investors. The transaction required coordination and negotiation with existing investors, as well as securing the existing rights of the promoters. Partner Sidharth Shankar led the transaction which also involved critical input and assistance from K&S Partners on the IP front.

Khaitan & Co has advised Exide Industries Ltd in respect of a complaint filed by the Integral Coach Factory, Chennai before the MRTP Commission which was later, upon repeal of the MRTP Act, transferred to the Competition Commission of India (CCI). The main allegation against Exide Industries Ltd and others was cartelisation and bid rigging in supply of railway batteries. The CCI sought investigation into the matter when the CCI Director General found that there was no violation of the Competition Act. On receipt of the investigation report, CCI also found that there was no cartelisation by the parties. Partner Manas Kumar Chaudhuri represented the client.

Khaitan & Co has advised DBS Bank Ltd Singapore in respect of a US$7 million ECB facility provided to Apeejay Surrendra Corporate Services Ltd for financing of its capital expenditure requirements. DBS is a leading financial services group in Asia, with over 200 branches across 15 markets. Headquartered and listed in Singapore, DBS is a market leader in Singapore with over four million customers and also has a growing presence in Greater China, Southeast Asia and South Asia. Partner Devidas Banerji acted on the transaction.

Mayer Brown JSM has advised The Children’s Investment Master Fund (TCI) in respect of an agreement to sell its shareholding of Chinese Future Corporation (CFC) to Moscan Developments Ltd (Moscan), a wholly-owned subsidiary of NWS Holdings, for US$280 million. The transaction followed a previous purchase by Moscan which was completed in July. Upon completion of the deal, CFC will become a subsidiary of NWS. CFC owns a 95 per cent indirect equity interest in the Hangzhou Ring Road (HZRR), one of the longest and busiest expressways in the Yangtze River Delta region. The deal gives NWS a majority stake of approximately 58.66 per cent of HZRR. Partner Jeremy Cunningham led the transaction.

Minter Ellison has acted as Australian counsel to GVK Group, India’s leading infrastructure developer, in respect of its acquisition of up to 79 per cent of Hancock Group’s Alpha and Alpha West coal projects and 100 per cent of Hancock Group’s Kevin’s Corner coal project and the associated rail and port development projects in Queensland’s Galilee Basin. The US$1.26 billion transaction is structured as a share acquisition, with the consideration to be paid in a phased manner. Partners Sam MacGibbon, Paul Wentworth and Allison Warburton comprised the firm’s advisory team whilst Amarchand & Mangaldas & Suresh A Shroff & Co, led by L Viswanathan, acted as Indian legal counsel. Clifford Chance advised Hancock.

Minter Ellison is acting for Australian-based minerals exploration and development company Ivanhoe Australia in respect of its equity capital raising to raise approximately A$180 million (US$176.5m). The institutional placement component has been successfully completed and will raise around A$88 million (US$85.8m) from the issue of about 63 million new shares. Ivanhoe Australia expects to raise a further A$92.6 million (US$90.3m) through the issue of over 66 million shares to its largest shareholder, Canadian-listed Ivanhoe Mines Ltd, subject to the approval of Ivanhoe Australia’s shareholders and FIRB. Ashley Dayman led the transaction. Freehills acted for the underwriters.

Mori Hamada & Matsumoto has advised Japan-based textiles and automobile brake company Nisshinbo Holdings Inc in respect of its acquisition of 100 per cent of the shares in Germany-based brake pad manufacturer TMD Friction. The transaction was announced on 26 September 2011. Nisshinbo Holdings said it would spend €440 million (US$46.2b) to acquire 3.1 million shares in TMD Friction at the end of November. Grand Cayman-based private equity fund Pamplona Capital Partners II currently holds an 86.96 per cent stake in TMD Friction. The deal will be completed once anti-trust approvals have been obtained from the relevant authorities in Germany, Poland, Turkey, Brazil and others. Partners Kenji Ito, Atsushi Oishi and Yo Uraoka led the transaction.

Norton Rose (Middle East) has advised the Ministry of Finance, Bahrain in respect of all aspects of the financial close of Bahrain’s first wastewater treatment PPP project. The project, which has now reached financial close, has a projected capital expenditure of US$250 million and includes the operation of the plant for a 27 year period. It is the first wastewater treatment plant procured by the Government of Bahrain on a PPP basis and the first procured by the Ministry of Works. Partner Joanne Emerson Taqi led the transaction.

Rajah & Tann has advised Centurion Corporation Ltd (formerly known as SM Summit Holdings Ltd) (Listco) in respect of its acquisition of all the issued and paid up share capital in Centurion Dormitory (Westlite) Pte Ltd and a 45 per cent interest in Lian Beng-Centurion (Mandai) Pte Ltd from, inter alia, Centurion Properties Pte Ltd at an aggregate consideration of the issue and allotment of approximately 949.7 million new shares in Listco. Following the completion of the acquisitions, Centurion Properties Pte Ltd has become the controlling shareholder of Listco. A compliance placement will be carried out to comply with the public float requirements of the listing manual of the SGX-ST. Partner Howard Cheam Heng Haw led the transaction which was valued at approximately S$95 million (US$73.3m).

Rajah & Tann has advised HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust, in respect of its S$39.8 million acquisition of a six-storey warehouse located at 2 Toh Tuck Link, Singapore 596225. On completion of the acquisition, the property will be leased back to the vendor, Winfred Pte Ltd. The transaction was announced on 9 September 2011 and is expected to be completed within this year. Partner Chia Kim Huat led the transaction which was valued at approximately S$39.8 million (US$30.7m). Pereira & Tan acted for Winfred Pte Ltd whilst Allen & Gledhill acted for Sabana Real Estate Investment Management Pte Ltd, as manager of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust.

Slaughter and May Hong Kong has advised MCC Holding (Hong Kong) Corporation Ltd in respect of its first US$-denominated bond issue and listing on the SGX-ST. The US$500 million, 5-year bond is fully guaranteed by China Metallurgical Group Corporation (MCC Group) and carries an annual coupon of 4.875 per cent, payable semi-annually with a maturity date of 29 July 2016. The joint lead managers and joint book-runners of the issue are Morgan Stanley, HSBC, Barclays Capital and Goldman Sachs (Asia) LLC. Partner Benita Yu led the transaction.

Watson, Farley & Williams has advised Singapore based RCMA Commodities Asia Pte Ltd in respect of the acquisition of the UK and US based rubber trading businesses of NV Deli Maatschappij. The business of Deli’s Alan L Grant Rubber Division in the US was acquired by RCMA’s US subsidiary RCMA Americas Inc whilst its London-based company, Corrie McColl & Son Ltd, was acquired by RCMA’s Singapore subsidiary, Tong Teik Pte Ltd. The two acquisitions represent an important addition to RCMA’s natural rubber trading capacity and capability across Europe and the Americas as the group looks to expand its global footprint. Partner Damian Adams led the transaction.

Watson, Farley & Williams’ Singapore office has also advised ING Bank NV, as commercial lender, and Eksportfinans ASA, as buyer credit lender, in respect of a JPY10.98 billion (US$143.5m) post delivery facility extended to The Sanko Steamship Co Ltd to enable its subsidiaries to finance the acquisition of three newbuilding platform supply vessels which are being constructed at Universal Shipbuilding Corporation in Japan. Partner Madeline Leong led the transaction.

White & Case has represented China Development Bank (CDB) and Industrial and Commercial Bank of China (ICBC) in respect of their participation in the US$800 million senior secured term loan facility and the SAR3.969 billion (US$1.06b) advance payment guarantee facility which together make up project facilities supporting Saudi Oger Ltd’s financing of the King Abdullah Project 2 which the company is completing for the Saudi Ministry of Interior in the Kingdom of Saudi Arabia. The transaction is split into two facilities. The first is a US$800 million senior secured term loan whilst the second is a SAR3.969 billion advance payment guarantee (APG). CDB is acting as one of three initial mandated lead arrangers and book-runners for both the term loan and APG facility whilst ICBC is acting as mandated lead arranger for the term loan facility. The arranging group of banks includes institutions from Europe, the Middle East and China. Partner John Shum led the transaction.

Yulchon has represented Fila Korea and a PEF managed by Mirae Asset Maps Asset Management in respect of the US$1.225 billion acquisition of golf equipment manufacturer Acushnet Company from Fortune Brands. Partners Sung Wook Eun, Jae Hyun Park and Seuk Joon Lee led the transaction.