Deals – 5 Novmeber 2014

Allen & Gledhill has also advised Maybank Kim Eng SecuritiesPte Ltd and DB International Trust (Singapore) Ltd in respect of the establishment of a S$500 million (US$387.5m) multicurrency debt issuance programme by Cordlife Group Ltd. Maybank was appointed arranger for the programme whilst DB Trust was appointed trustee for holders of the securities. Partners Yeo Wico, Jeanne Ong, Sunit Chhabra and Daselin Ang led the transaction.

Appleby has acted as Bermuda counsel for Tsit Wing International Holdings Ltd in respect of the recent HK$160 million (US$21 million) investment by Mitsui & Co in Tsit Wing. Mitsui acquired certain existing shares from Hero Valour, a company wholly-owned by Peter Wong, and subscribed for new shares, making Mitsui the second largest shareholder of Tsit Wing. The partnership will enable Mitsui to enter into the Hong Kong and Chinese market, particularly in the restaurant and food services sector, and expand its Asian operations. Tsit Wing is the largest provider of coffee and tea for the food services sector in Hong Kong and Southern China. Mitsui’s businesses include product sales, worldwide logistics and financing and the development of major international infrastructure and other projects in various fields, including food resources and food products and services. The firm also advised Tsit Wing in its delisting from the SGX in 2013, with Peter Wong compulsory acquiring all the shares through Hero Valour. Hong Kong corporate partner John Melia led the transaction.

AZB & Partners has advised Highdell Investment Ltd, an affiliate of Warburg Pincus, in respect of the acquisition by Warburg Pincus of approximately 23 percent of MXC Solutions India Private Ltd, an online auto classifieds platform car trade securities. Partner Srinath Dasari led the transaction which was valued at approximately US$22 million and was completed on 9 October 2014.

AZB & Partners has also advised Tata Consultancy Services Ltd (TCS) in respect of the merger of CMC Ltd into TCS. Partners Bahram N Vakil, Abhijit Joshi and Nandish Vyas led the transaction which was valued at approximately US$1.5 billion and is yet to be completed.

Clayton Utz has advised Quest Serviced Apartments in respect of its entry into an investment partnership with The Ascott Ltd, a wholly-owned subsidiary of SGX-listed CapitaLand Ltd, one of Asia’s largest real estate companies. The partnership will see Ascott invest up to A$500 million (US$436m) to buy properties over the next five years that will operate under the Quest franchise. Ascott will also acquire an initial 20 percent, A$28.8 million (US$25m) stake in Quest, with an option to increase its stake to 30 percent. In a separate agreement with Quest, Ascott Residence Trust will buy existing Quest properties Quest Sydney Olympic Park, Quest Campbelltown and Quest Mascot for approximately A$83 million (US$72.3m). Quest is the largest serviced apartment operator in Australasia whilst Ascott is the world’s largest international serviced residence owner-operator. Melbourne corporate partner Andrew Walker led the transaction.

Clayton Utz has also advised in respect of the Commonwealth Department of Defence’s procurement of its Centralised Processing (CP) Services valued at A$940 million (US$819m). The primary objective of the CP Project is to establish a single, integrated capability for the management and provision of data centre facilities, infrastructure and services at the UNCLASSIFIED, RESTRICTED and SECRET information security domain levels. The transformed environment seeks to include cyber security protections for Defence. The winning tenderer was Lockheed Martin Australia. Canberra partner in-charge Alexandra Wedutenko led the transaction.

Clifford Chance has advised The Lords Commissioners of Her Majesty’s Treasury on behalf of the UK Government in respect of its issuance of RMB3 billion (US$490.5m) fixed rate bonds. The issuance further cements the UK’s position as the western hub for Renminbi and represents the next step in the UK Government’s long term economic plan to establish the UK as the centre of global finance. The UK is the first western country to issue a sovereign bond in China’s currency. The deal is also the largest ever non-Chinese Renminbi bond issued. The proceeds of the bond will be used to finance the UK’s reserves, signalling the Renminbi’s potential as a future reserve currency. Partner David Dunnigan led the transaction with assistance from partner Matt Fairclough from the capital markets team in Hong Kong and partner Dan Neidle from the tax team in London.

Clifford Chance has also advised Moelis Australia Advisory Pty Ltd and Morgans Corporate Ltd as underwriters in respect of the IPO of Simonds Group Ltd. Simonds, Victoria’s largest homebuilder, has raised approximately A$160 million (US$139.5m) from investors in Australia as well as other markets. Moelis Australia and Morgans were joint lead managers, underwriters and book-runners for the IPO. Moelis Australia also acted as financial advisor to Simonds. Partner Lance Sacks led the transaction.

Colin Ng & Partners has acted as Singapore counsel for Gordian Capital Singapore Private Ltd in respect of the launch of its Cayman Islands domiciled hedge fund Silversea Orion I Segregated Portfolio. Silversea has been notified as a Restricted Foreign Scheme to the Monetary Authority of Singapore and is offered to high net worth individuals and corporations. Partner Bill Jamieson led the transaction. Maples and Calder acted as Cayman Islands counsel for the fund.

J Sagar Associates has advised Edutel Technologies Private Ltd and its promoters in respect of an equity investment of INR12.4 crores (US$2m) by Michael & Susan Dell Foundation (MSDF) into Edutel. Edutel provides virtual classrooms for students in government and low-fee private schools to help high school students from low-income backgrounds to perform well in competitive examination for professional courses / college admissions and it also provides vocational education in India. Partners Sajai Singh and Gerald Manoharan led the transaction. MSDF was advised by AZB & Partners Delhi.

Jones Day has advised AIM-listed palm oil plantation owner Asian Plantations Ltd (APL) in respect of its aggregate £107.6 million (US$172.2m) public takeover by FELDA Global Ventures Holdings Ltd (FGV). Under the general offer made by FGV under the Singapore Code on Take-overs and Mergers and recommended by the Board of Directors of APL, shareholders received £2.20 (US$3.52) in cash per share, subject to certain deductions. Holders of APL share scheme options also received the equivalent of £2.20 (US$3.52) in cash per share, subject to certain deductions, on a see-through price basis for their options exercisable into shares. The offer was declared wholly unconditional on 13 October 2014, at which time FGV had received valid acceptances in respect of approximately 93.9 percent of the total number of issued shares in the capital of APL. Partners Joe Bauerschmidt and David Longstaff led the transaction.

Jones Day has also acted as international counsel to DSP Merrill Lynch Ltd, JM Financial Institutional Securities Ltd, SBI Capital Markets Ltd and Standard Chartered Securities (India) Ltd in respect of the US$165 million rights offering of convertible debentures under Regulation S offering by The Indian Hotels Company Ltd, an owner, operator and manager of hotels, palaces and resorts in India. Partner Manoj Bhargava led the transaction whilst Amarchands & Mangaldas & Suresh A Shroff & Co advised as to Indian law.

Khaitan & Co has advised DCB Bank Ltd in respect of its qualified institutions placement of approximately US$41 million. Partner Nikhilesh Panchal and executive director Sudhir Bassi led the transaction.

Khaitan & Co has also advised CA Media Digital (India) Private Ltd in respect of the joint venture with JetSynthesys Private Ltd wherein CA Media will provide periodical celebrity video content to Wakau Interactive Private Ltd India (WIPL) whilst JetSynthesys will provide certain video streaming technology to WIPL along with technological expertise, maintenance, support, enhancements and other operational services on an exclusive basis for creating a video blogging platform. Focused initially on China, India and Indonesia, CA Media aims to capitalize on the compelling growth characteristics of these markets. CA Media intends to focus on a broad range of opportunities in content creation, television networks, sports, education, advertising and digital media. Partner Ganesh Prasad led the transaction.

Norton Rose Fulbright has represented the plaintiffs in respect of a high profile four week defamation trial in Hong Kong. The defamation proceedings were brought by a private family (a prominent businessman, his son and daughter) and concerned defamatory emails circulated in 2011 by the defendants, a current Hong Kong Government minister (at the time a member of the Legislative Council) and his wife, amongst parents at a well-known international school. This was a rare civil trial in Hong Kong in that it was before a judge and a jury. Defamation is one of the few remaining civil claims in Hong Kong where a plaintiff can have the matter tried before a judge and jury, unless the court determines that the matter is too complex or the amount of documentation excessive which is often the case. At the close of the four week trial, on September 30, 2014, the jury gave a verdict that all the relevant emails were defamatory of the plaintiffs and that the defendants acted with malice in publishing the majority of them. The defendants were accordingly found liable for defamation. Hong Kong dispute resolution partner Camille Jojo led the transaction.

Norton Rose Fulbright has also advised a syndicate of banks in respect of a first of its kind corporate loan in Myanmar to Pan Asia Majestic Eagle Ltd (PAMEL). The loan provides US$85 million to PAMEL to support its mobile telecommunications infrastructure in Myanmar. The syndicate of banks comprises DBS Bank, ING Bank, OCBC Bank, Standard Chartered Bank and Sumitomo Mitsui Banking Corp. ING Bank in Singapore acted as the facility agent and offshore security agent whilst CB Bank in Myanmar acted as the onshore security agent. PAMEL is an independent provider of passive telecommunications infrastructure in Myanmar. The aim of the current construction is to build over 1,250 towers for Ooredoo Myanmar as part of Ooredoo’s provision of 3G mobile communications services nationwide across Myanmar. Singapore banking partner Yu-En Ong led the transaction whilst DFDL acted as the local counsel to the banks. Milbank and VDB Loi acted as international counsel and local counsel to PAMEL, respectively.

Shook Lin & Bok is advising in respect of the joint venture arrangements between Hotel Properties Ltd and Anchorage View Pte Ltd in respect of their joint venture entity, Great Western Developments Ltd (GWD), and the development manager’s arrangements for the former Royal Mail Delivery Office, a freehold property located at 31 London Street and 128 to 142 Praed Street, London, which was purchased by GWD from Royal Mail Group Ltd, for approximately £111 million (US$177.7m). Partners Robson Lee and Andrea Chee are leading the transaction.

Slaughter and May Hong Kong is advising China National Building Material Company Ltd (CNBM) in respect of its subscription for new ordinary shares in China Shanshui Cement Group Ltd (Shanshui) for HK$1.56 billion (US$201 million). The transaction will give CNBM a 16.67 percent interest in Shanshui. The shares will be issued pursuant to the general mandate granted by the shareholders of Shanshui at its last annual general meeting. CNBM is a leading building materials company in the PRC whilst HKSE-listed Shanshui is one of the largest producers of clinker and cement in the PRC. Corporate partner Benita Yu led the transaction.

WongPartnership has acted for shareholders of The Learning Lab group of companies in respect of the sale of Learning Lab to AI Learning (Singapore) Pte Ltd, a subsidiary of global private equity firm Advent International Corp. Joint managing partner Ng Wai King and partner Chan Sing Yee led the transaction.

WongPartnership has also acted for DBS Bank Ltd and Oversea-Chinese Banking Corp Ltd (OCBC Bank) as the joint book-runners and underwriters in respect of the public offering and secondary listing of EMAS Offshore Ltd on the main board of the SGX. Partners Gail Ong and James Choo led the transaction.