Deals – 30 May 2013

Allen & Gledhill has also advised Noxh Developments (Cecil) Pte Ltd, an investment holding company managed by Alpha Investment Partners Ltd, in respect of its sale of an office building located at 135 Cecil Street, Singapore to Affreton Pte Ltd. Partners Penny Goh and Tan Boon Wah led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has advised the book-running lead managers (composed of Standard Chartered Securities (India) Ltd, Deutsche Equities India Private Ltd, DSP Merrill Lynch Ltd, JP Morgan India Private Ltd, CLSA India Ltd, HSBC Securities and Capital Markets (India) Private Ltd, Kotak Mahindra Capital Company Ltd, UBS Securities India Private Ltd and India Infoline Ltd) in respect of the issue by DFL Ltd of approximately 81 million equity shares aggregating to INR1863.42 crore (US$331m), pursuant to the provisions of Chapter VIII-A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, to eligible qualified institutional buyers. The transaction closed on 20 May 2013. Partner Prashant Gupta led the transaction whilst Linklaters Singapore Pte Ltd advised on international legal issues. DFL was advised by Luthra and Luthra Law Offices.

AZB & Partners has advised Citigroup Global Markets India Private Ltd, as the broker, in respect of the sale by the BOC Group Ltd of its approximately 12.34 million equity shares in Linde India Ltd through the offer for sale mechanism offered by the stock exchanges. Partner Varoon Chandra led the transaction which was valued at approximately US$55.8 million and was completed on 20 May 2013.

Clayton Utz has advised Bank of America Merrill Lynch and RBS Morgans as joint lead managers and underwriters in respect of the A$250 million (US$241m) equity raising by Cromwell Property Group. The raising is being conducted by way of a A$128 million (US$123.34m) placement to institutional shareholders and a A$122 million (US$117.54m) non-renounceable pro-rata entitlement offer. Stuart Byrne and Natasha Davidson led the transaction which was announced on 23 May 2013.

Clifford Chance has advised China Construction Bank in respect of its US$100 million subscription of a minority stake in JSC VTB Bank, a Russian bank listed on Moscow Exchange (MICEX) and London Stock Exchange (LSE), through an open subscription. Through the open subscription, JSC VTB Bank has raised approximately US$3.3 billion by issuing 2.5 trillion new ordinary shares. The bank intends to raise funds to shore up its capital. The acquisition of the minority stake in VTB Bank follows an agreement signed in March between the two parties to promote mutually beneficial cooperation and to coordinate the investment activity of the two companies. Partners Terence Foo and Tim Wang led the transaction.

Clifford Chance has also advised Asian Pay Television Trust in respect of its US$1.1 billion IPO. Asian Pay Television Trust’s single asset at the time of listing is Taiwanese cable TV operator Taiwan Broadband Communications which is owned by two funds managed by Australia’s Macquarie Group. This is the biggest Singapore IPO since the US$1.3 billion offering of a real-estate trust by Mapletree Investments earlier this year and it is the first Singapore business trust to be backed by media assets. Partners Johannes Juette and Raymond Tong led on the transaction.

Colin Ng & Partners has acted for Ocean Dial Investment Company Singapore Pte Ltd in respect of its acquisition of all the issued share capital of Ocean Dial Group Ltd (ODGL) from Caledonia Investments Plc, which was completed after receipt of approval from the Financial Conduct Authority of UK. Caledonia is a self-managed investment trust listed on the London Stock Exchange with net assets of over £1 billion (US$1.5b). ODGL’s FCA-authorised subsidiary Ocean Dial Asset Management Ltd (ODAML) manages two India focused investment funds, the India Capital Growth Fund (ICGF) and the Gateway to India Fund (GTIF). ODGL also owns Ocean Dial Advisers Private Ltd, the research business based in Mumbai, which provides advisory services to the fund manager in London. ODAML will continue to manage ICGF and GTIF and will seek to expand its funds under management. Partner Bill Jamieson led the transaction.

Davis Polk has advised Yanlord Land (HK) Co Ltd in respect of the CNY2 billion (US$326.3m) Regulation S offering of its 5.375 percent senior notes due 2016. The notes were guaranteed by Yanlord Land Group Ltd. Citigroup Global Markets Ltd, DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd, and Standard Chartered Bank (Hong Kong) Ltd acted as initial purchasers. The offering was Yanlord’s third offering of non-convertible debt securities and first offering of CNY denominated securities. Yanlord is a real estate developer based in the PRC that focuses on developing fully fitted residential properties and high-quality commercial and integrated properties in prime locations within strategically selected key established high-growth cities in five major economic regions in the PRC. Partners William F Barron, John D Paton and Paul Chow led the transaction whilst Shook Lin & Bok advised as to Singapore law. The initial purchasers were advised by Skadden, Arps, Slate, Meagher & Flom as to US law and Yuan Tai Law Offices as to PRC law.

Davis Polk has also advised China Galaxy Securities Co Ltd in respect of its IPO and listing on the HKSE and an international offering in reliance on Rule 144A and Regulation S. The gross proceeds from the offering amounted to approximately HK$8.3 billion (US$1.07b) without the exercise of the over-allotment option. Headquartered in Beijing, China Galaxy Securities is a leading integrated financial services provider in the PRC securities industry. It is one of the largest brokerage service providers in the PRC by revenue, clients and network coverage. Goldman Sachs, JP Morgan and China Galaxy International acted as joint sponsors for the Hong Kong offering. Goldman Sachs, JP Morgan, China Galaxy International, ABCI and Nomura acted as joint global coordinators for the global offering. Goldman Sachs, JP Morgan, China Galaxy International, ABCI, Nomura, UBS, CCB International, Deutsche Bank, Standard Chartered, ICBCI, Credit Suisse, Haitong International, CITIC, Guotai Junan, Essence International, Merrill Lynch, BOCI, HSBC, Citigroup, BOCOM International and EBS International acted as joint bookrunners and joint lead managers for the global offering.Partners Bonnie Y Chan, Antony Dapiran, Li He and John D Paton led the transaction whilst Grandall Law Firm also advised the company. The underwriting syndicate was advised by Clifford Chance as to US and Hong Kong laws and Commerce & Finance Law Offices as to PRC law.

DLA Piper has represented UBIC Inc, a Tokyo-based provider of Asian language e-discovery services, in respect of its US public offering valued at approximately US$9 million. Under the terms of the deal, UBIC offered 1.1 million American Depositary Shares (ADSs) with each five ADSs representing one share of the company’s common stock. Michael Turner, Jack Kantrowitz and Koji Ishikawa led the transaction which closed on 21 May 2013.

Freshfields Bruckhaus Deringer has advised Shui On Land Ltd, one of the leading property developers in the PRC, in respect of its first rights issue since its listing on the HKSE in 2006. The company raised US$473 million through the issue of more than two billion rights shares. It will use the funds to invest in certain projects and acquire assets and businesses that are relevant to the group’s principal business, as well as repay existing group debts. Teresa Ko, Calvin Lai and Charles Ching led the transaction.

The US$3.7 billion going-private transaction of Focus Media Holding Ltd closed on 23 May 2013. Focus Media, NASDAQ-listed since 2005, is China’s leading multiplatform, digital media company and provides flat-panel digital advertising services on displays located in more than 100 cities in China. Focus Media’s delisting marks the largest-ever going private transaction by a Chinese company, and reflects an increasing trend in Chinese firms exiting the US securities markets. Fosun, which is Focus Media’s second largest shareholder, agreed to rollover a significant portion of its investment in Focus Media, and now holds a roughly 17 percent stake in the company. Carlyle Group, FountainVest Partners, CITIC Capital Partners, and China Everbright are investors in the deal, in addition to Fosun and Focus Media’s chairman. Fried, Frank, Harris, Shriver & Jacobson, led by partners Douglas Freeman and Victor Chen, and Sullivan & Cromwell, led by partners Michael DeSombre, William Chua and Presley Warner, represented a consortium led by FountainVest Partners (Asia) Ltd, Carlyle Asia Investment Advisors Ltd, CITIC Capital Holdings Ltd and China Everbright Structured Investment Holdings Ltd, in respect of the equity financing for the acquisition provided by the consortium and US$1.525 billion debt financing provided by a bank syndicate (including, among other banks, Bank of America, China Development Bank, Citi, Credit Suisse, DBS, Deutsche Bank, ICBC, UBS, Bank of Taiwan, China CITIC Bank, China Development Industrial Bank and BNP Paribas). Morrison & Foerster, led by Partner Hillel T Cohn represented Fosun International.

Gide Loyrette Nouel has advised Kweichow Moutai, China’s leading distillery, traded on the Shanghai stock exchange, in respect of the acquisition of Château Loudenne, a winery in Saint-Yzans-de-Médoc owned since 2000 by the Lafragette family. The 132-hectare (326-acre) estate, 62 hectares (153 acres), which benefits from the AOC Médoc appellation, is situated on the banks of the Gironde estuary and produces, in particular, the Château Loudenne red, the Médoc Cru Bourgeois Supérieur and the Hippocampus Cuvée Spéciale. Partners David Boitout and Fan Jiannian led the transaction. The Lafragette family was advised by Landwell led by Bruno Thomas and Patricia Emeriau.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has represented PT Trikomsel Oke Tbk in respect of the S$115 million (US$90.77m) 5.25 percent senior fixed rate notes due 2016 by Trikomsel Pte Ltd unconditionally and irrevocably guaranteed by PT Trikomsel Oke Tbk. This is the first listed Indonesian telecommunications company to issue Singapore dollar denominated bonds on the SGX. The notes were oversubscribed 15 times. Partners Erwandi Hendarta and Indah N. Respati led the transaction.

Herbert Smith Freehills has advised State Grid Corporation of China (State Grid) in respect of a US$2 billion Rule 144A/Regulation S offering of senior guaranteed notes issued by State Grid’s subsidiary, State Grid Overseas Investment (2013) Ltd. The notes consist of US$500 million 1.75 percent senior guaranteed notes due 2018, US$1 billion 3.125 percent senior guaranteed notes due 2023 and US$500 million 4.375 percent senior guaranteed notes due 2043. The notes, which will be listed and traded on the HKSE, are guaranteed by State Grid, the largest utility corporation and the largest power grid corporation in the world, and the largest power grid construction and operation company in China, measured by revenue. The joint lead managers and joint book-runners on this transaction included HSBC, Goldman Sachs (Asia) LLC, Morgan Stanley, BOC International, ICBC International, JP Morgan, Citigroup, Deutsche Bank and UBS. Partners Kevin Roy and Tom Chau led the transaction. Linklaters, King & Wood Mallesons, Jun He Law Offices and Conyers Dill & Pearman also advised on the transaction.

Herbert Smith Freehills has also advised the joint book-runners and lead managers (composed of Australia and New Zealand Banking Group Ltd, Citigroup Global Markets Singapore Pte Ltd, Deutsche Bank AG Singapore Branch and Standard Chartered Bank) in respect of the S$350 million (US$276.38m) fixed rate bond offering by TML Holdings Pte Ltd, the Singapore incorporated wholly-owned subsidiary of Tata Motors and the holding company of Jaguar Land Rover PLC. The offering represented the first bond offering by the Tata Motors group on the SGX and the largest ever unrated Singapore dollar bond by an Indian corporate. The offering was oversubscribed 4.8 times, with a final order book of S$1.7 billion (US$1.34b) from over 80 accounts across Singapore, Hong Kong and Europe. Partner Philip Lee led the transaction.

J Sagar Associates has advised Viacom Inc in respect of the downstream investments into IndiaCast and joint venture (JV) between IndiaCast Media Distribution Pvt Ltd and UTV Global Broadcasting Ltd. IndiaCast formed a 74:26 JV with UTV of Walt Disney Group. The new JV, called IC Media Distribution Services Pvt Ltd, will distribute more than 34 channels of Network 18 group, Viacom18, Walt Disney Group and others in India. IndiaCast itself is a 50:50 JV between Viacom 18 Media Private Ltd and TV18 Broadcast Ltd. Viacom18 is a JV between Viacom Inc group and Network18 group. The new IndiaCast-UTV JV is expected to create synergies by consolidating the channels owned by different players to be distributed through a single entity. Partner Akshay Nagpal led the transaction.

Khaitan & Co has advised Dentsu Inc and Dentsu Media and Holdings India Private Ltd in respect of the acquisition of 100 percent stake in digital advertising agency Webchutney Studio Private Ltd. Dentsu Inc maintains the top share in the Japanese advertising market which accounts for 10.5 percent of the global market. In terms of net sales, Dentsu Inc is the No.1 advertising company in the domestic market. Dentsu Media is a fully-integrated media and digital oriented advertising and communications agency and is the media service entity of Dentsu India Group. Partner Rabindra Jhunjhunwala led the transaction.

Khaitan & Co has also advised Mahindra Holidays and Resorts India Ltd (MHRIL) in respect of its approximately US$19 million institutional placement programme. Mahindra Holidays & Resorts India is a leading leisure hospitality provider in India and is part of the Mahindra Group. Partner Nikhilesh Panchal led the transaction.

King & Wood Mallesons has advised Lend Lease Investment Management, which had the investment mandate on behalf of the purchaser, in respect of GPT Group’s divestment of a 50 percent interest in the Erina Fair shopping centre for approximately A$397.1 million (US$382.7m). Following settlement in June 2013, the remaining 50 percent stake in the shopping centre, located on the New South Wales Central Coast, will remain in the ownership of Australian Prime Property Fund–Retail, a Lend Lease wholesale fund. Partners Sue Kench, John Sullivan and Ken Astridge spearheaded the transaction.

Latham & Watkins has acted as US counsel for Deutsche Equities India and Morgan Stanley India in respect of the sale of shares of Oracle Financial Services Software Ltd by Oracle Global (Mauritius) Ltd, as a selling shareholder, in an offer-for-sale block trade through the Indian stock exchanges for US$195 million. The firm was also US counsel for selling shareholder Styrolution (Jersey) Ltd in connection with the sale of shares of Styrolution ABS (India) Ltd, in an offer-for-sale block trade through the Indian stock exchanges for US$17 million. Citigroup Global Markets India Private Ltd acted as broker on the sale. Partner Rajiv Gupta led the transaction.

Latham & Watkins has also acted as US counsel for PT Pertamina (Persero), Indonesia’s state-owned oil and gas company, in respect of its establishment of a US$5 billion global medium term note program and in its inaugural issue of US$3.25 billion of bonds under the program. The transaction is considered as the largest US dollar bond issued by an Indonesian borrower. The offering comprised two tranches – a US$1.625 billion bond due 2023 with a 4.3 percent coupon and a US$1.625 billion bond due 2043 with a 5.625 percent coupon. This is the third international bond offering by Pertamina and the largest international bond offering by an Indonesian issuer to date. Pertamina is a fully integrated national energy company with an operating history of over 50 years. Partners Michael Sturrock and Clarinda Tjia-Dharmadi led the transaction whilst Ali Budiardjo, Nugroho, Reksodiputro advised as to Indonesian law. Davis Polk, led by partners James C Lin and John D Paton, advised Barclays Bank PLC, Citigroup Global Markets Ltd and The Royal Bank of Scotland plcas the arrangers and dealers. Following the establishment of the program, Davis Polk also advised Barclays Bank PLC, Citigroup Global Markets Ltd, The Royal Bank of Scotland plc, PT Bahana Securities, PT Danareksa Sekuritas and PT Mandiri Sekuritas as dealers in the drawdown under the program. The arrangers and dealers were advised by Hiswara Bunjamin & Tandjung as to Indonesian law.

Majmudar & Partners has advised Canara Bank London in respect of a €10 million (US$12.94m) facility provided to 3B Fibreglass SRPL Belgium, a member of the 3B Binani group of companies, which was backed by a corporate guarantee of €10.6 million (US$13.7m) extended by Binani Industries Ltd India (the ultimate holding company of the 3B Binani group). The transaction needed the approval of the Reserve Bank of India. Prashanth Sabeshan led the transaction whilst TLT acted as English counsel and Ashurst acted as Belgium and Luxembourg counsel.

Maples and Calder has acted as Cayman Islands counsel to Baidu Inc in respect of its acquisition of a streaming video service provider, PPStream, for approximately US$370 million. Baidu, which is listed on the Nasdaq, plans to fold the PPS Internet video business into its iQiyi unit, an advertising-supported online television and movie portal, to form China’s largest online video platform in terms of both mobile user number and video viewing time. Gareth Griffiths led the transaction whilst Davis Polk & Wardwell acted as Hong Kong counsel.

Minter Ellison has advised the Mirvac Group in respect of its fully underwritten A$400 million (US$385m) institutional placement to raise money to purchase seven commercial properties from GE Real Estate Investments Australia. Mirvac is also undertaking a non-underwritten security purchase plan that will allow eligible shareholders to acquire stapled securities at the same price as the institutional investors. Partners John Steven, Stuart Johnson, Bart Oude-Vrielink and Daniel Scotti led the transaction. Macquarie Capital, the sole book-runner, lead manager and underwriter for the placement, was advised by Herbert Smith Freehills, led by partner Philippa Stone.

Minter Ellison has also acted as specialist tax adviser to Singapore Power in respect of a transaction that sees State Grid Corporation of China, the world’s biggest utility company, take a 19.99 percent stake in Singapore Power’s listed SP AusNet for A$824 million (US$810.63m) and 60 percent of Singapore Power’s unlisted Jemena assets for an undisclosed purchase price. The deal is subject to Australian FIRB approval and clearance from China’s National Development and Reform Commission. Singapore Power will retain a 31.1 percent interest in SP AusNet and a 40 percent stake in Jemena, the unlisted company that owns electricity and gas distribution and transmission assets in Victoria, NSW, Queensland and the Australian Capital Territory. Partners Mark Green, Alan Kenworthy, John Riley and Bastian Gasser piloted the transaction. Allen & Gledhill (Singapore) and Herbert Smith Freehills (Australia) were legal advisers for Singapore Power. Allens, with Linklaters, was legal adviser to State Grid Corporation of China.

Rajah & Tann is acting as Singapore counsel for SGX-ST and HKSE listed China Animal Healthcare Ltd in respect of its voluntary delisting from the SGX-ST by way of selective capital reduction, whilst retaining its listing on the HKSE. Based on the offer price of S$0.30 (US$0.2368) per share, the group is valued at approximately S$572.9 million (US$452m). China Animal Healthcare is principally engaged in the manufacture, sale and distribution of animal drugs. It is one of the leading players in the PRC animal drugs industry with 14 proprietary product brand names for powdered drugs, injection form drugs and biological drugs. The transaction was announced on 27 May 2013 and is on-going, pending shareholders’ approval. Partners Chia Kim Huat and Danny Lim are leading the transaction whilst Freshfields is acting as Hong Kong counsel and Conyers Dill & Pearman is acting as Bermuda counsel.

Rajah & Tann has also acted for SGX Main Board-listed GuocoLand Ltd (GLL) in respect of the group’s first issue of perpetual securities under its S$3 billion (US$2.37b) multicurrency medium term note programme. The S$200 million (US$158m) 4.7 percent senior perpetual securities were issued on 27 May 2013. GLL has a market capitalisation of approximately S$2.5 billion (US$1.97b) and is a member of the HKSE-listed Hong Leong group. GLL has established property operations in its geographical markets of Singapore, the PRC, Malaysia and Vietnam. Partners Goh Kian Hwee and Angela Lim led the transaction. Allen & Gledhill advised DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd as the counterparties to the transaction.

Shook Lin & Bok has acted for Auric Pacific Group Ltd in respect of its establishment of a S$500 million (US$394.56m) multicurrency medium term note programme, under which it may issue notes from time to time. Partner Marilyn See led the transaction.

Slaughter and May, Hong Kong, has advised Swire Properties Ltd in respect of the annual update of the US$3 billion medium term note programme of Swire Properties MTN Financing Ltd, a wholly-owned subsidiary of Swire Properties Ltd. Notes issued under the programme are unconditionally and irrevocably guaranteed by Swire Properties Ltd and may be listed on the HKSE. HSBC and Standard Chartered are the joint arrangers under the programme. Partners Lisa Chung and Tony Beare led the transaction.

Weil, Gotshal & Manges is representing a consortium of investors, composed of Na Lai Chiu, the chairman of Le Gaga Holdings Ltd’s board of directors; Shing Yung Ma, a director and chief executive officer of the company; and Sequoia Capital China, in respect of their offer to acquire all of Le Gaga’s outstanding shares not currently owned by the consortium in a “going private” transaction at US$4.01 in cash per American Depositary Share (ADS) of the company (each ADS representing 50 ordinary shares of the company), or US$0.0802 in cash per ordinary share of the company, as the case may be. Latham & Watkins is acting as Le Gaga’s US counsel.

WongPartnership has acted for Macquarie Capital (Singapore) Pte Ltd and JP Morgan (SEA) Ltd as the joint issue managers and Macquarie Capital Securities (Singapore) Pte Ltd, JP Morgan (SEA) Ltd, CIMB Securities (Singapore) Pte Ltd and DBS Bank Ltd as the joint book-runners and joint underwriters in respect of an IPO under Rule 144A and Regulation S of Asian Pay Television Trust to raise approximately S$1.39 billion (US$1.1b). Partners Rachel Eng, Gail Ong and Karen Yeoh led the transaction.

WongPartnership has also acted for Navis Asia VI Management Company Ltd in respect of its acquisition of a majority equity interest in TES-Envirocorp Pte Ltd, an electronic waste management company incorporated in Singapore. Partners Ng Wai King, Tay Liam Keng, Tan Teck Howe and Lam Chung Nian led the transaction.