Deals – 31 May 2012

Allen & Overy has advised Bank of Ceylon in respect of its debut international bond offering of US$500 million 6.875 percent senior notes due 2017. The Rule 144A/Regulation S offering is the first international bond offering by a corporate issuer since 2004. Bank of Ceylon is wholly-owned by the Government of the Democratic Socialist Republic of Sri Lanka. Citigroup Global Markets Inc., the Hong Kong and Shanghai Banking Corporation Ltd and Merrill Lynch International acted as joint lead managers and joint book-runners. Partner David Johnson led the transaction.

Allen & Overy has also advised Vietnam Joint Stock Commercial Bank for Industry and Trade (VietinBank) in respect of its debut international bond issuance of US$250 million 8 percent notes due 2017. The deal represents the first international offering by a Vietnamese bank. VietinBank is majority-owned by the Government of the Socialist Republic of Vietnam. Barclays Bank PLC and the Hong Kong and Shanghai Banking Corporation Ltd acted as joint lead managers and joint book-runners. Partner David Johnson also led the transaction.

Allens has advised FOXTEL, Australia’s largest subscription television provider, in respect of the financing of its acquisition of regional subscription television provider AUSTAR United Communications Ltd and the refinancing of its existing facilities. The more than A$3 billion (US$2.9b) financing, which was completed on 23 May 2012, will assist FOXTEL to become one of Australia’s largest media businesses. Partner Alan Maxton led the transaction. Freehills and Ashursts advised AUSTAR whilst Minter Ellison, led by partners John Mosley and Daniel Marks, acted for the lenders.

Allens has also advised the NSW Government Department of Finance and Services in respect of all aspects of the development of two new data centres for Western Sydney and the Illawarra region. Located in Silverwater and Unanderra, the centres will create 250 jobs during the construction phase and will support network and ICT jobs in NSW on an ongoing basis. Under the deal, which was announced on 25 May 2012, data centre specialist Metronode will build and operate the two Tier III data centres by the end of 2013. Greg Begaud led the transaction. Norton Rose advised Metronode whilst Freehills advised Metronode’s financier.

Amarchand & Mangaldas has advised IGH Holdings Private Ltd (Aditya Birla Group), Living Media India Private Ltd and shareholders of Living Media India Private Ltd in respect of the acquisition by Aditya Birla Group of 27.5 percent of the share capital of Living Media India Private Ltd. Partner Raghubir Menon led the transaction which is still pending regulatory approval.

Amarchand & Mangaldas has also advised Bharti Airtel Ltd (Bharti Airtel) in respect of its partnership with Qaulcomm Incorporated for acquisition of Qualcomm Subsidiaries in India having BWA Spectrum in Delhi, Mumbai, Haryana and Kerala. Bharti Airtel has made an initial investment of US$165 million to acquire 49 percent of the shareholding of Qualcomm Incorporated’s subsidiaries in India, namely Wireless Business Services Ltd, Wireless Broadband Business Services (Delhi) Private Ltd, Wireless Broadband Business Services (Haryana) Private Ltd and Wireless Broadband Business Services (Kerala) Private Ltd (collectively referred to as WBBS Entities). The enterprise value is INR6,500 crores (US$1.16b). Once commercial operations are launched, subject to certain terms and conditions, Bharti Airtel will assume complete ownership and financial responsibility for the WBBS Entities by the end of 2014. Partners Kanchan Sinha and Shweta Shroff Chopra led the transaction which closed on 24 May 2012. AZB & Partners acted as Indian counsel whilst Jones Day, led by partner Sushma Jobanputra, acted as international counsel for Qualcomm.

AZB & Partners has advised Indivest Pte Ltd, an affiliate of Government of Singapore Investment Corporation Pte Ltd, in respect of its acquisition of 3.75 percent of the equity share capital of Marico Ltd. Partner Vineetha MG led the transaction which was valued at approximately US$69 million and was completed on 16 May 2012.

AZB & Partners has also advised Arshiya Rail Infrastructure Ltd in respect of its wagon lease with GATX India Private Ltd, a subsidiary of GATX Corporation USA. Partner Bahram N Vakil led the transaction which was signed on 22 May 2012.

Baker & McKenzie is advising the Yuexiu Group in respect of the proposed investment by Yuexiu Real Estate Investment Trust (Yuexiu REIT) in Guangzhou International Finance Center. The property, which is currently owned by Yuexiu Property Company Ltd (Yuexiu Property), a significant unitholder of Yuexiu REIT, is one of the ten tallest skyscrapers in the world and a landmark building strategically located in the central business district of Guangzhou. The transaction will be financed by way of bank financing, proceeds of a unit placement and issuance of consideration and deferred units to Yuexiu Property. The joint financial advisers to the REIT manager are BOCI, Goldman Sachs, JP Morgan, Morgan Stanley and Standard Chartered. Partner Dorothea Koo led the transaction.

Clifford Chance has advised Siam Commercial Bank PLC (SCB) in respect of the THB830 million (US$27.6m) financing of the construction and development of SPP Five Company Ltd’s photovoltaic solar power project which will be constructed in Roi Et Province,Thailand. The solar farm will have a capacity of 9.6MW DC and will feed electricity to the Provincial Electricity Authority of Thailand. The company is a subsidiary of MEMC Electronic Materials Inc and is part of an ongoing plan by the sponsors to operate various power projects across Thailand. Counsel Joseph Tisuthiwongse led the transaction.

Clifford Chance has also advised the Asian Development Bank (ADB) in respect of a number of agreements in relation to the Turkmenistan, Afghanistan, Pakistan to India (TAPI) pipeline project. The recent signings of long term gas sales agreements between Turkmenistan and India and Turkmenistan and Pakistan, as well as the gas sales memorandum of understandings between Turkmenistan and Afghanistan, paves the way for the next stage of this strategic regional project: the development of this 1,043 mile pipeline from Turkmenistan to India. Under the gas sales agreements, India and Pakistan would each get about 490 billion cubic feet of natural gas from the pipeline each year while Afghanistan will get about 180 billion cubic feet per year. Partner Merrick White led the transaction.

Jones Day has advised Temasek in respect of its agreement with Warburg Pincus, Kelso & Company and The Jordan Company to invest up to US$1.125 billion in Venari Resources LLC, an early-stage company focused on deep water oil exploration in the Gulf of Mexico. Partners Michael Arruda and Dennis Barsky led the transaction. Thompson Knight advised Venari Resources, Vinson & Elkins advised Warburg Pincus, Debevoise & Plimpton acted for Kelso & Company whilst Mayer Brown represented The Jordan Company.

Khaitan & Co has advised Reckitt Benckiser Investment India Private Ltd (Reckitt Benckiser) in respect of the filing of a pre-merger notification with Competition Commission of India under section 5(c) of the Competition Act 2002 for the proposed amalgamation between Reckitt Benckiser, Paras Pharmaceuticals Ltd and Halite Personal Care India Private Ltd. Reckitt Benckiser is a leading company in household products and a major player in personal care. Partner Manas Kumar Chaudhuri led the transaction.

Khaitan & Co has also advised Vardhman Chemtech Ltd (VCL) in respect of an investment of approximately US$13 million by IndiaVenture Trust – Fund I, a scheme of IndiaVenture Trust in VCL. VCL is engaged in the manufacturing of fine chemicals, intermediate and bulk drugs in oral and sterile grades. Partner Murali Neelakantan led the transaction.

King & Wood Mallesons has acted for underwriters Citigroup Global Markets Australia Pty Ltd and Deutsche Bank AG Sydney Branch in respect of AGL’s A$900 million (US$876.14m) pro rata accelerated institutional, tradeable retail entitlement offer (PAITREO). The proceeds will be used to fund the acquisition of the 67.5 percent of Great Energy Alliance Corporation Pty Ltd (GEAC) not currently owned by AGL, to allow partial repayment of existing GEAC bank loans, and for general corporate purposes, including renewable energy generation. GEAC is the owner of the 2,210 MW Loy Yang A power station, Victoria’s largest power station, and an adjacent brown coal mine which supplies all the coal required to meet the current and future operating requirements of the power station. Partners David Eliakim and David Friedlander led the transaction. Freehills acted as Australian counsel, Sidley Austin acted as US counsel and Greenwood & Freehills provided tax advice to AGL.

Maples and Calder acted as Cayman Islands counsel to the launch of Karst Peak Asia Master Fund which is managed by fund manager Adam Leitzes through the Hong Kong SFC regulated entity of Karst Peak Capital Ltd. The fund has been established as a master/feeder structure and will employ a portfolio comprised of long and short equity and equity-linked securities of Asia-based and Asia-related companies. Partner Ann Ng led the transaction whilst DLA Piper, led by Luke Gannon, acted as international counsel.

Minter Ellison has advised ASX-listed coal explorer Rocklands Richfield Ltd in respect of its bid implementation agreement with Linyi Mining Group Co Ltd, a subsidiary of Chinese state-owned Shandong Energy Group Co, under which Linyi will make an off-market cash takeover offer for all the issued shares in Rocklands Richfield. The offer price of A$0.52 (US$0.50) per share values the company at approximately A$206 million (US$200m). Partners Matthew Hibbins and Alberto Colla led the transaction. Norton Rose, led by James Stewart, advised Shandong Energy Group.

Nishith Desai Associates has advised Forum Synergies (India) PE Fund Managers Private Ltd in respect of the investment by Forum Synergies India Trust, represented by its trustee, along with IMI Investments One Ltd, in Captronic Systems Private Ltd, a company engaged in designing and developing automated test equipment.

Paul Hastings has advised HKSE-listed China Everbright International Ltd (China Everbright) in respect of the disposal of its 80 percent interest in Greenway Venture Ltd (Greenway) and its shareholder’s loan due from Greenway for approximately RMB384.8 million (US$60.5m) and HK$188.6 million (US$24.3m) respectively to TransGlobal (Asia) Holdings Ltd. Greenway operates the Fuzhou Qinqzhou Bridge, a major bridge that connects to the Shenhai Expressway which runs from Shenyang City in Liaoning province in the north of China to Haikou City in Hainan province in the south of China. Partner Vivian Lam led the transaction.

Rahmat Lim & Partners has advised UOB-Kay Hian Holdings Ltd in respect of a share purchase agreement with Kretam Holdings Berhad to acquire approximately 51 million of MYR1 (US$0.316) each in Innosabah Securities Berhad (ISB). The sale shares comprise the entire issued and fully paid up share capital of ISB. Partner Chia Chee Hoong led the transaction.

Rahmat Lim & Partners has also advised YTL Corporation Berhad (YTL Corp) and its wholly-owned subsidiary YTL Industries Berhad (YTL Industries) in respect of YTL Industries’ acquisition of all the remaining voting shares and outstanding irredeemable convertible unsecured loan stock in YTL Cement Berhad (YTLCement) through the issuance of ordinary shares of MYR0.10 (US$0.031) each in YTL Corp at an issue price of MYR1.42 (US$0.45) each. YTL Cement sought a voluntary de-listing from the official list of Bursa Malaysia. Partners Moy Pui Yee and Chia Chee Hoong led the transaction.

Rajah & Tann is advising SGX-ST listed Viz Branz Ltd in respect of its 1-for-1 bonus issue of shares announced on 25 May 2012. The bonus issue is subject to shareholders’ approval at an extraordinary general meeting to be convened and will be effected by capitalising part of the accumulated profits of the company. Based on the closing share price of S$0.53 (US$0.41) per share and a share capital comprising approximately 361 million shares, Viz Branz has a market capitalization of approximately S$191.39 million (US$148.5m). Partner Danny Lim led the transaction which is on-going, pending shareholders’ approval and SGX-ST’s approval to the listing of and quotation for the new bonus shares.

Rodyk & Davidson has acted for The Hongkong and Shanghai Banking Corporation Ltd, as the arranger and the agent, and a syndicate of 18 dealers in respect of the updating and upsizing of the US$2 billion certificate of deposit programme of the Singapore branch of Agricultural Bank of China Ltd. Partner Nicholas Chong led the deal.

Rodyk & Davidson has also acted for Ho Lee Group Pte Ltd (Ho Lee) and Evia Real Estate Management Pte Ltd (Evia) in respect of their successful tender for a 99-year leasehold residential land at Upper Serangoon View / Upper Serangoon Road. Ho Lee and Evia secured the bid consisting of a total of more than S$141 million (US$109.5m), in a bidding exercise which saw seven bidders. The site has a land area exceeding 133,000 sq ft. Serangoon EC Pte Ltd (SEPL), a joint venture comprising Ho Lee, Evia, SHS Capital Pte Ltd and CNH Investment Pte Ltd, will develop the site for executive condominium housing. The firm is also acting for SEPL in the project sales. Partners Norman Ho and Evelyn Ang led the matter.

Salans has advised Goldrooster AG, the German holding company of Goldrooster Group, in respect of its IPO on the Frankfurt Stock Exchange. The operator of a leading sports fashion brand in China has been listed as of 18 May 2012 in the Entry Standard segment of the Frankfurt Stock Exchange. Goldrooster AG is only the second company in Germany to perform an IPO in the country this year.

Shook Lin & Bok has acted for SGX-listed Ezion Holdings Ltd, a rigs and offshore logistics support service provider, in relation to (i) the establishment of the S$500 million (US$388m) multicurrency debt issuance programme and (ii) the issue of S$100 million (US$77.6m) 5.25 percent notes due 2015 (the Series 1 Notes) under the programme, which are fully placed to institutional and/or accredited investors. Partner Marilyn See led the transaction.

Skadden is representing Marubeni Corporation in respect of an equity interest purchase agreement to acquire all the equity interest of Gavilon Group LLC for US$3.6 billion, subject to purchase price adjustment. Marubeni, based in Japan, is one of the largest general trading companies in the country. Gavilon is a leading US commodity management firm. The deal will make Marubeni one of the world’s largest grain traders. Partners Patricia Moran, Nobuhisa Ishizuka and Sally Thurston led the transaction. Jones Day is advising Gavilon.

Slaughter and May Hong Kong has advised Swire Properties Ltd in respect of the establishment of a US$3 billion medium term note programme. Swire Properties MTN Financing Ltd is the issuer under the programme and the notes are unconditionally and irrevocably guaranteed by Swire Properties Ltd. Notes issued under the programme may be listed on the HKSE. HSBC and Standard Chartered are the joint arrangers under the programme. Partner Lisa Chung led the transaction.

Slaughter and May has also advised the Hong Kong Monetary Authority in respect of the second issuance under the Hong Kong Government’s retail bond issuance programme comprising up to HK$10 billion (US$1.3b) in principal amount of inflation-linked ‘iBonds’ due 2015. The iBonds pay a coupon linked to the Composite Consumer Price Index, are available to retail investors resident in Hong Kong and will be listed on the HKSE. Up to HK$100 billion (US$13b) in principal amount may be outstanding in total at any time under the retail bond issuance programme and the related Hong Kong dollar institutional bond issuance programme. Partner Lisa Chung led the transaction.

Stamford Law is advising Mainboard-listed Metech International Ltd (formerly known as Centillion Environment & Recycling Ltd) in respect of its share consolidation on a 10 to 1 basis. The share consolidation was completed on 24 May 2012 and was carried out as part of a series of corporate actions (including a change of company name and an on-going rights issue of shares with free detachable warrants on a 1 for 1 basis) geared towards the removal of Metech International from the SGX Watch-List. Partner Bernard Lui is leading the transaction.

Sullivan & Cromwell has represented Jeff Berg, chairman and chief executive of International Creative Management Inc (ICM), in respect of the management-led investor group acquisition of ICM from Rizvi Traverse Management LLC which was completed on 23 May 2012. The advisory team included partners Alison Ressler and Ronald Creamer Jr.

Tay & Partners has advised AmPrivate Equity Sdn Bhd in respect of its investment in Widetech Manufacturing Sdn Bhd, a manufacturing company established in Malaysia, at the acquisition price of RM110 million (US$34.8m) by way of a leveraged buyout. Tay Beng Chai and Lim Poh Ling acted for AmPrivate Equity Sdn Bhd in the investment and Chang Hong Yun and Lim Poh Ling acted for the banks in the leveraged financing.

WongPartnership has acted for SGX-listed Frencken Group Ltd, a manufacturing company and global high-tech capital and consumer equipment service provider, in respect of the pre-conditional voluntary general offer for all the issued and paid up ordinary shares in the capital of Juken Technology Ltd (excluding issued and paid up ordinary shares held by Juken Technology Ltd as treasury shares), for an aggregate consideration of approximately S$58.2 million (US$45.2m), assuming full acceptance of the offer. Partners Andrew Ang and Dawn Law led the transaction.

WongPartnership has also acted for Mapletree Industrial Trust Management Ltd, as manager of Mapletree Industrial Trust, in respect of the development and lease of a build-to-suit (BTS) facility for Kulicke & Soffa Pte Ltd (K&S). The BTS development will be a five-storey high specification light industrial building with a gross floor area of about 30,800 square metres. K&S will occupy 69 percent of the net lettable area for a 10-year lease term with the option to renew for two additional 10-year terms. Partner Carol Anne Tan led the transaction.