Deals – 6 February 2014

Allen & Gledhill has also advised DBS Bank Ltd as arranger and DBS Trustee Ltd as trustee in respect of the establishment of S$500 million (US$394m) multicurrency debt issuance programme by Chip Eng Seng Corporation Ltd. Under the programme, Chip Eng Seng may from time to time issue notes and perpetual securities. Partners Au Huey Ling and Ong Kangxin led the transaction.

Allens has advised the Bombardier-led consortium, comprising of Bombardier Transportation Australia, John Laing, ITOCHU Corporation and Uberior, in respect of its winning tender for the Queensland New Generation Rollingstock PPP project. Under the deal, the consortium will finance, design, build and maintain 75 electrical-powered trains and a purpose-built maintenance centre. The delivery phase will be completed between now and 2018, with ongoing asset maintenance services being provided for 30 years. This is a significant project for Queensland, as the new trains and maintenance centre will cater for the increase in passenger services as South East Queensland grows. The trains will also replace the State’s aging train fleet. Partner Emma Warren led the transaction which reached financial close on 15 January 2014.

Appleby has acted as Cayman counsel for Redco Properties Group Ltd in respect of its listing on the HKSE on 30 January 2014, with net proceeds of approximately HK$865 million (US$111.4m). Redco is an integrated residential and commercial property developer primarily focussing on residential property development in the PRC. Redco will use the proceeds in paying the land premium for the land use rights of new property development projects and for working capital and other general corporate purposes. Partner Judy Lee led the transaction whilst Sidley Austin and King & Wood Mallesons advised as to Hong Kong and PRC Law, respectively. Mayer Brown JSM and Jun He Law firm advised the underwriters as to Hong Kong and PRC law, respectively.

AZB & Partners has acted as Indian counsel to ASK India Real Estate Special Opportunities Fund Pte Ltd (ASK RE Fund) in respect of raising approximately US$200 million from three investors. First completion has been announced on 19 December 2013 after raising approximately US$50 million whilst final completion will be announced within 12 months thereafter. The ASK RE Fund is a Singapore-domiciled private equity fund that proposes to invest in real estate projects in India. ASK Capital Management Pte Ltd is the Singapore-domiciled investment manager of ASK RE Fund. Partner Sai Krishna Bharathan led the transaction.

AZB & Partners has advised Gland Pharma Ltd in respect of a subscription for KKR Floorline’s acquisition of 37.98 percent equity share capital of Gland Pharma; KKR Floorline’s acquisition of 24.9 percent equity share capital of Gland Celsus, the holding company of Gland Pharma; and the additional acquisition of convertible securities by Gland Celsus in Gland Pharma. The merger control filing with the Competition Commission of India was made on 26 December 2013 whilst the approval was granted on 28 January 2014. Partner Samir Gandhi led the transaction.

Baker & McKenzie has advised Post Food Australia, a subsidiary of US-based Post Holdings, in respect of an agreement to acquire Nestle Australia’s sports nutrition business which sells PowerBar and Musashi brands. Nestle, the Swiss food company, is in the process of offloading various portfolios, including a good portion of its Jenny Craig weight-loss business which it did last November 2013, in its drive to shed underperforming assets. Partner Ben McLaughlin piloted the transaction. KWM acted for Nestle.

Clayton Utz has advised leading Australian veterinary group Greencross Ltd in respect of its merger with Mammoth Pet Holdings Pty Ltd, which owns the Petbarn pet products and supply business. The transaction, which was signed on 14 November 2013, completed on 31 January 2014, creating a group with a market capitalisation of A$750 million (US$667.35m). Under the terms of the transaction, Greencross acquired 100 percent of Mammoth, in exchange for issuing approximately 52.6 million shares to Mammoth shareholders. The merger has created Australasia’s largest integrated consumer facing pet care company, with 232 stores and veterinary clinics across Australia and New Zealand. Partner Simon Truskett, with partner John Elliott, led the transaction.

Davis Polk has advised the initial purchasers, consisting of Citigroup Global Markets Ltd, Merrill Lynch International, BNP Paribas Hong Kong Branch and The Hongkong and Shanghai Banking Corporation Ltd, in respect of a US$300 million Regulation S offering by Fantasia Holdings Group Co Ltd of its 10.625 percent senior notes due 2019. Fantasia Holdings is a leading property developer and property-related service provider in China. It commenced its property development business in Shenzhen in 1996 and has subsequently expanded into, and currently focuses its real estate activities in, four of the fastest-growing economic regions in China. Partner Eugene C Gregor led the transaction whilst Commerce and Finance Law Offices advised as to PRC law. Fantasia Holdings Group was advised by Sidley Austin as to US and Hong Kong law, King & Wood Mallesons as to PRC law, and Conyers as to British Virgin Islands and Cayman Islands law.

Davis Polk has also advised Greenland Hong Kong Holdings Ltd, a subsidiary of Greenland Holding Group Company Ltd, in respect of its issuance by way of private placement of CNY1.5 billion (US$247.4m) 5.5 percent bonds due 2018. The bonds were supported by a keepwell deed and a deed of equity interest purchase undertaking from Greenland Holding. HKSE-listed Greenland Hong Kong is principally engaged in the development of quality residential, commercial and hotel properties in PRC. Greenland Holding is a leading group company in PRC with a focus on real estate business. Partner Paul Chow led the transaction whilst Conyers Dill & Pearman advised as to the Cayman Islands law. Goldman Sachs (Asia) LLC, the placing agent for the issue of the bonds, was advised by Linklaters as to Hong Kong law and Commerce & Finance Law Offices as to PRC law.

ELP has advised Oman India Joint Investment Fund in respect of its purchase of equity shares of National Commodity & Derivatives Exchange Ltd from Jaypee Capital Services Ltd. Partner Darshan Upadhyay led the transaction which was valued at INR495.6 million (US$7.9m) and closed in December 2013.

J Sagar Associates has advised Bank of Baroda (BoB) in respect of its issuance of US$750 million 4.875 percent senior notes due 2019. The initial purchasers to the issue were Barclays Bank PLC, Citigroup Global Markets Inc, JP Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Standard Chartered Bank. Partner Dina Wadia led the transaction which closed on 23 January 2014.

J Sagar Associates has also advised Easiprocess Private Ltd and EasiOption BPO Services Private Ltd, group companies which are part of OneSavings Bank Plc Group, in respect of an internal restructuring transaction which involves the proposed acquisition on a slump sale basis by EasiProcess of the back office support services business from EasiOption. Partner Sandeep Mehta led the transaction.

Khaitan & Co has advised HDFC Bank Ltd in respect of a US$29 million term loan facility extended to GMMCO Ltd for meeting the cost of acquisition of Bucyrus range of equipments from Bucyrus India Private Ltd, a part of Caterpillar Inc. Kumar Saurabh Singh led the transaction.

Latham & Watkins is advising Primavera Capital Ltd in respect of a US$1.9 billion buyout offer made by an affiliate and Shanda Interactive Entertainment Ltd to acquire Shanda Games Ltd, a leading online game developer, operator and publisher in China. Shanda Interactive is the controlling shareholder of Shanda Games. Partner Tim Gardner is leading the transaction.

Latham & Watkins has also advised HSBC Saudi Arabia Ltd and Saudi Fransi Capital Company as the joint lead managers in respect of Saudi Electricity Company’s (SEC) issuance of SAR4.5 billion (US$1.2 billion) sukuk certificates. The transaction represents the first public Saudi sukuk issuance of 2014 and SEC’s first public sukuk issuance in the Kingdom of Saudi Arabia in three years. In 2012 and 2013 SEC successfully issued US$3.75 billion 144A and Regulation S sukuk certificates in the international markets, including the first international 30 year sukuk by any issuer. Partners Harj Rai and Salman Al-Sudairi led the transaction.

Maples and Calder has acted as Cayman Islands and British Virgin Islands counsel to CIFI Holdings (Group) Co Ltd (CIFI) in respect of its issue of US$200 million 8.875 percent senior notes due 2019. The notes are senior obligations of the issuer and are guaranteed by certain existing subsidiaries. CIFI is an investment holding company engaging in the investment, development and sale of properties in the PRC. Partner Christine Chang led the transaction whilst Sidley Austin acted as Hong Kong and US counsel. Davis Polk & Wardwell acted as Hong Kong and US counsel to the joint lead managers, composed of Standard Chartered Bank, Citigroup Global Markets Ltd, Deutsche Bank AG Singapore Branch, The Hong Kong and Shanghai Banking Corporation Ltd and Haitong International Securities Company Ltd. Mayer Brown JSM acted for the trustee, Citicorp International Ltd.

Maples and Calder has also acted as British Virgin Islands legal counsel to China Shipping Overseas Finance Ltd, an indirectly wholly-owned subsidiary of China Shipping (Group) Company, in respect of its issue of 4.25 percent US$500 million credit enhanced bonds due 2019 backed by an irrevocable standby letter of credit issued by the Bank of China Ltd Macau Branch. The bonds are listed on the HKSE. China Shipping is a large shipping enterprise group in the PRC. Partner Jenny Nip led the transaction whilst Linklaters acted as Hong Kong legal counsel. Clifford Chance acted for the joint global coordinators and joint lead managers, consisting of Australia and New Zealand Banking Group Ltd, Bank of China Ltd, Bank of Communications Co Ltd Hong Kong Branch, Barclays Bank PLC, DBS Bank Ltd, Deutsche Bank AG Singapore Branch, ING Bank NV Singapore Branch and Merrill Lynch International.

Mayer Brown JSM has advised Trade and Development Bank of Mongolia LLC (TDB) in respect of its issuance of CNY700 million (US$115.4m) 10 percent notes due 2017 pursuant to its existing US$700 million Euro Medium Term Note Programme. The transaction marks the first “dim sum” bond to be issued from Mongolia. TDB plans to use the proceeds for general lending and investment purposes. CLSA Singapore Pte Ltd, Deutsche Bank AG Singapore Branch and ING Bank NV Singapore Branch acted as joint bookrunners for the transaction. The notes were admitted to the SGX-ST. Partner Jason T Elder, assisted by partner James Taylor, led the transaction.

Paul Hastings has represented HKSE-listed Yuzhou Properties Company Ltd, a leading property developer in China’s Fujian province, in respect of its issuance of US$300 million 8.625 percent senior notes due 2019. BOC International, Citigroup, Deutsche Bank and HSBC were the joint lead managers and joint book-runners. Yuzhou Properties intends to use the net proceeds to repay certain existing indebtedness, to fund the acquisition of land for residential and commercial property development and for general corporate purposes. Partners Raymond Li and David Grimm led the transaction.

Rahmat Lim & Partners has advised Hwang-DBS (Malaysia) Berhad in respect of the disposal of its 100 percent equity interest in HwangDBS Investment Bank Berhad and HDM Futures Sdn Bhd, along with its 53 percent equity interest in Hwang Investment Management Berhad and 49 percent equity interest in Asian Islamic Investment Management Sdn Bhd, for a total consideration of MYR1.3 billion (US$390.8m). Partners Lim Teong Sit, Moy Pui Yee and Ho Wei Lih led the transaction.

Rahmat Lim & Partners has also advised Central Pattana Public Company Ltd in respect of a joint venture and shareholders’ agreement with I-Berhad to develop a commercial complex in i-City, Shah Alam, Malaysia with a budget of MYR580 million (US$174.3m). Central Pattana has entered into a development agreement with the JV company to provide development management services in relation to the project. For purposes of the project, the JV company has entered into a sale and purchase agreement with several vendors to purchase land within i-City. Further, the JV company has entered into a property management agreement with a sister company to operate, market and manage the retail mall of the project. Moreover, a three-tier trade mark licensing structure was entered into, with Central Pattana entering into a trademark licence agreement with Central Plaza i-City Malls Malaysia Sdn Bhd for the licensing of trademarks of Central Pattana followed by further sub-licensing. Partners Moy Pui Yee, Lee Yee Ling and Ong Boo Seng led the transaction.

Rodyk & Davidson has advised Redmart in respect of its raising of US$5.4 million bridge round from various investors, including Facebook co-founder Eduardo Saverin, PropertyGuru founders Steve Melhuish and Jani Rautianen, JFDI co-founder Meng Weng Wong, restaurateur Wee Teng Wen, and Lion Rock Capital. The investment, a precursor to a larger Series B round within five months, will be spent on fulfillment technology and infrastructure. Partners S Sivanesan and Sunil Rai led the transaction.

Rodyk & Davidson has also acted for SEB Asset Management, an established European real estate asset manager, in respect of the sale for more than S$280 million (US$220.8m) of 12 strata floors at Springleaf Tower by 11 of their related companies to eight different purchasers. Eight out of 12 strata floors were sold with tenancy. Springleaf Tower is a 37-storey commercial building in the central business district of Singapore. It is a Grade A office building, with a tenure of 99 years commencing on 1 October 1996. Partner Norman Ho led the transaction.

Simpson Thacher has represented the underwriters in respect of the IPO in the HKSE and Rule 144A/Regulation S offering by Honworld Group Ltd (Honworld). Honworld offered 125 million ordinary shares which raised approximately HK$894 million (US$115m) in gross proceeds. Honworld is the largest manufacturer of cooking wine in China and also offers other condiment products, including soy sauce and vinegar. The underwriters of this offering included Macquarie Capital Securities Ltd and First Shanghai Securities Ltd. Partners Chris Wong and Leiming Chen led the transaction.

Slaughter and May has advised China Power New Energy Development Company (CPNE) in respect of its acquisition of the entire issued share capital and a shareholder loan of Power Will Investment Ltd for RMB166 million (US$27.4m). The acquisition was announced on 28 January 2014 and constitutes a disclosable transaction under the Hong Kong Listing Rules. CPNE is principally engaged in the development, construction, ownership, operation and management of clean energy power plants in the PRC. Power Will holds a 9.9 percent interest in Dongguan China Power New Energy Heat and Power Company Ltd (Dongguan Heat and Power), which operates a natural gas power generating plant in Dongguan, China. With CPNE’s pre-existing 90.1 percent interest of CPNE in Dongguan Heat and Power, Dongguan Heat and Power became CPNE’s indirect wholly-owned subsidiary after completion of the acquisition. Partner Benita Yu led the transaction.

Sullivan & Cromwell has represented China Natural Resources Inc (CHNR), a Nasdaq-listed natural resources company based in the People’s Republic of China, in respect of the spin-off and listing on the HKSE of one of its wholly-owned subsidiaries, Feishang Anthracite Resources Ltd, which operated the coal mining and related businesses of CHNR. Partners Kay Ian Ng, William Chua, Gwen Wong and Davis Wang led the transaction which was announced on 24 January 2014.

Weerawong, Chinnavat and Peangpanor has represented Suchad Chiaranussati in respect of a joint venture with GP Holding Pte Ltd and the exclusive licensing agreement with Garrett Licensing LLC for the opening of the Chicago-based premium popcorn store Garrett Popcorn at Siam Paragon Shopping Complex. Partner Chinnavat Chinsangaram led the transaction.

Weil is advising Lenovo in respect of its proposed acquisition of Motorola Mobility smartphone business from Google. The purchase price is approximately US$2.91 billion (subject to certain adjustments), including US$1.41 billion paid at close, comprised of US$660 million in cash and US$750 million in Lenovo ordinary shares (subject to a sharecap/floor). The remaining US$1.5 billion will be paid in the form of a three-year promissory note. With a strong PC business and a fast-growing smartphone business, Lenovo’s position in the smartphone market will be significantly strengthened by this agreement. In addition, Lenovo will gain a strong market presence in North America and Latin America, as well as a foothold in Western Europe, to complement its strong, fast-growing smartphone business in emerging markets around the world. Partner Henry Ong led the transaction which is subject to the satisfaction of regulatory requirements, customary closing conditions and any other needed approvals.

WongPartnership has acted for BFC Development LLP, the owner of two office towers at the Marina Bay Financial Centre, in respect of its appeal to recover S$6.9 million (US$5.44m) in property tax refunds. Partner Tan Kay Kheng led the transaction.

WongPartnership is also acting for Tiger Airways Holdings Ltd (Tigerair) in respect of its proposed transaction with Cebu Air Inc, comprising the sale to Cebu Air by Tigerair’s wholly-owned subsidiary Roar Aviation II Pte Ltd of its 40 percent stake in Southeast Asian Airlines (SEAir) Inc, which operates as Tigerair Philippines; and the entry into a wide-ranging strategic alliance agreement between Tiger Airways Singapore Pte Ltd, Tigerair’s wholly-owned subsidiary, and Cebu Air to, inter alia, jointly operate, sell and market without preference on each other’s networks, through codeshare or interline arrangements, both common and non-common routes along with routes that may emerge as Tigerair and Cebu Air expand their operations. Partners Mark Choy and Tan Sue-Lynn led the transaction.