Deals – 6 October 2014

Allen & Gledhill has also advised IREIT Global Group Pte Ltd as manager in respect of its IPO. IREIT Global is the first SGX-listed real estate investment trust established for investing in real estate in Europe used primarily for office purposes. The gross proceeds raised were approximately S$369 million (US$287.9m). IREIT Global’s initial portfolio which is located in Germany is valued at approximately S$478 million (US$372.9m). Partners Jerry Koh and Teh Hoe Yue led the transaction.

Allens has acted for Lazard Australia Private Equity in respect of its buyout of Australian infrastructure solutions business Skybridge. Skybridge specialises in infrastructure and asset management, installation and maintenance for corporate and government clients throughout Australia. Lazard Australia Private Equity manages a range of investments across two funds with assets under management in excess of A$450 million (US$393m). Partner and co-head of the firm’s private equity practice Mark Malinas, with corporate managing associate Emin Altiparmak, led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised IDFC Ltd in respect of its qualified institutions placement of 73 million equity shares aggregating to 1,000.10 crores (US$162.34m) to domestic qualified institutional buyers. The placement was one of the largest equity offerings made only to domestic Indian investors. IDFC undertook the issuance to reduce its foreign shareholding to below 50 percent of its paid-up, issued and subscribed capital, in accordance with the requirements of the in-principle approval dated 9 April 9 2014 from the RBI to set up a new bank pursuant to the RBI Guidelines for Licensing of New Banks in the Private Sector issued on 22 February 2013. Managing partner Shardul S Shroff and partner Prashant Gupta led the transaction which closed on 16 September 2014. AZB & Partners Mumbai advised the book-running lead managers.

Amarchand & Mangaldas & Suresh A Shroff & Co has also acted as sole transaction counsel for International Finance Corp in respect of its establishment of INR6,000 crores (US$974.6m) bond program in India for the issue of rupee denominated bonds to institutional investors on a private placement basis under a shelf-tranche structure. The bonds, termed by IFC as the “IFC Maharaja Bonds”, and have been listed on the NSE. The inaugural issue comprised of four tranches aggregating to INR600 crores (US$97.4m) with different maturities under the same issuance. IFC can increase the size of the issuance according to its funding needs by undertaking “tap” issuances. All proceeds of bonds will be used for infrastructure investments in India. The bonds have been rated AAA by international credit rating agencies and carry a higher rating than Indian sovereign rating, allowing it to be priced at approximately 50 basis points below the Indian Government Bond (IGB) yields of comparable maturities. This is the first time a bond issuance in the Indian domestic markets has been priced below the IGB benchmark yield curve. Approvals from various government departments and regulators including Ministry of Finance, Ministry of Corporate Affairs, SEBI, RBI, CBDT, IRDA and PFRDA, have been obtained for undertaking this issue. This is the second time a bond issuance is being undertaken by a supranational entity in India denominated in rupees which is listed on an Indian stock exchange, the only other issuance having been done a decade ago by Asian Development Bank in 2004. HSBC, ICICI Securities Primary Dealership, and SBI Capital Markets were the lead arrangers for the issuance. Mumbai- based Finance & DCM Partner Niloufer Lam led the transaction.

Appleby has acted as Cayman counsel for New Concepts Holdings in respect of its listing on the Main Board of the HKSE on 19 September 2014, with gross proceeds of approximately HK$86 million (US$11m). New Concepts is a contractor in the Hong Kong construction industry and is principally engaged in foundation, civil engineering and general building work in Hong Kong. New Concepts will use the net proceeds from the public offering to acquire additional machinery and equipment for foundation work, to hire staff, as well as for general working capital. Judy Lee, a corporate partner in the Hong Kong office, led the transaction whilst Christine M Koo & Ip advised as to Hong Kong law and Leong Hon Man Law Office advised as to Macau law. Chiu & Partners acted for the sponsors and underwriters as to Hong Kong law.

AZB & Partners has advised CRIF SpA, an existing shareholder of High Mark Credit Information Services Private Ltd, in respect of increasing its shareholding from 9.09 percent up to 72.5 percent of the paid-up share capital of High Mark. Partner Alka Nalavadi led the transaction.

AZB & Partners has also advised AEGON India Holding BV and AEGON International BV in respect of the restatement of existing joint venture agreement to facilitate exit for Religare from AEGON Religare Life Insurance Company Ltd. Religare currently holds 44 percent of AEGON Religare Life Insurance Company’s equity share capital. Religare will exit once a replacement shareholder is identified and is approved by the regulatory authorities. Partner Essaji Vahanvati led the transaction.

Baker & McKenzie is advising Australia’s Indophil Resources in respect of the Philippine’s Alsons Prime Investments Corp’s A$360 million (US$314m) cash takeover of Indophil, which owns a 37.5 percent interest in the Tampakan copper-gold project in the Philippines. The deal is proceeding via scheme of arrangement and awaits approval by Indophil shareholders and the Foreign Investment Review Board. Alsons already owns 19.99 percent of Indophil, making it the Australian mining company’s largest shareholder. Melbourne-based partners Richard Lustig and Simon De Young are leading the transaction.

Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firm in Singapore, has advised Medi-Rad Associates Ltd, a subsidiary of IHH Healthcare Berhad, in respect of the S$137 million (US$107.6m) acquisition of RadLink-Asia Pte Ltd from India’s Fortis Healthcare Ltd. RadLink is Singapore’s largest provider of outpatient diagnostic imaging, nuclear medicine and leading radiopharmaceuticals. IHH Healthcare Berhad, which is listed on both the Singapore and Malaysia stock exchanges, is the world’s second-largest listed healthcare operator by market capitalisation and is a leading player in its home markets of Singapore, Malaysia and Turkey. Completion of the transaction is conditional on, amongst others, approval from the Competition Commission of Singapore. The transaction was led by principal Kelvin Poa with principal Ken Chia.

Clifford Chance has advised Khazanah Nasional Berhad in respect of its strategic investment in China Huarong Asset Management Co Ltd via its wholly-owned investment entity. China Huarong is the largest assets management company in China with total assets of RMB400 billion (US$65b). Along with Khazanah, China Huarong has introduced seven other strategic investors in this round of strategic investment, including China Life (an existing shareholder of China Huarong), Warburg Pincus, CITIC, CICC, COFCO, FOSUN and Goldman Sachs. The eight strategic investors (including Khazanah) invested a total of RMB14.543 billion (US$2.36b), accounting for 20.98 percent of China Huarong’s enlarged share capital. Beijing corporate partner Terence Foo and Hong Kong capital markets partner Fang Liu led the transaction.

Clifford Chance has also advised Morgans Corporate Ltd and Petra Capital Pty Ltd as underwriters in respect of Ingenia Communities’ A$89.1 million (US$77.8m) capital raising. ASX-listed Ingenia is the largest owner-operator of seniors rental communities in Australia. The capital raising was implemented through a placement and accelerated institutional entitlement offer to sophisticated and wholesale investors. Morgans Corporate and Petra Capital were the joint lead managers, underwriters and book-runners for the capital raising. Moelis Australia Advisory Pty Ltd acted as financial adviser to Ingenia while CLSA Ltd acted as co-lead manager to the placement. Partner Lance Sacks led the transaction.

Colin Ng & Partners has acted for AIM-listed investment company Eredene Capital PLC in respect of the sale of Aboyne Mauritius Ltd, one of its portfolio companies. Aboyne owns Matheran Realty Private Ltd and Gopi Resorts Private Ltd, the owners of an integrated residential township development project on about 100 acres of contiguous land in Karjat Taluka, Maharashtra, India. Partner Bill Jamieson led the transaction.

Davis Polk has advised The Hongkong and Shanghai Banking Corp Ltd, Morgan Stanley & Co International plc and Merrill Lynch International as initial purchasers in respect of a US$200 million Rule 144A/Regulation S offering by Honghua Group Ltd of its 7.45 percent senior notes due 2019. HKSE-listed Honghua Group is a global leading provider of oil and gas drilling equipment and components as well as oil and gas engineering services. It is the biggest exporter of drilling rigs in China and one of the largest land drilling rig manufacturers in the world. Partners Eugene C Gregor and John B Reynolds III led the transaction whilst Jingtian & Gongcheng advised as to PRC law. Honghua Group was advised by Skadden, Arps, Slate, Meagher & Flom as to US, Hong Kong and Russian laws, Commerce & Finance Law Offices as to PRC law, Al Tamimi & Company as to UAE law and Appleby as to Cayman Islands law.

Davis Polk has also advised ICICI Bank Ltd, acting through its Dubai branch, in respect of a Rule 144A/Regulation S offering of US$500 million 3.5 percent notes due 2020 under its US$7.5 billion medium-term note program. The Hongkong and Shanghai Banking Corp Ltd, Merrill Lynch International and two other investment banks were the joint lead managers and dealers for the offering. ICICI Bank is the largest private sector bank and the second-largest bank in India in terms of total assets. Partners Eugene C Gregor and Margaret E Tahyar led the transaction whilst Amarchand & Mangaldas advised as to Indian law, Allen & Gledhill as to Singapore law, Zu’bi & Partners as to Bahrain law and Al Tamimi as to Dubai law. The initial purchasers were advised by Latham & Watkins as to US and English laws.

ELP has advised ICICI Bank Ltd in respect of the granting of credit facilities, including a rupee term loan of up to INR640 million (US$10.37m) and a bank guarantee facility of up to INR106.1 million (US$1.7m), to Agroh Biaora Tollways Private Ltd for the development, maintenance and operation of two-laning of Biaora–Madhya Pradesh / Rajasthan border (NH-12) road on a design, build, finance, operate and transfer toll basis. Partner Jeet Sen Gupta and associate partner Deep Roy led the transaction.

ELP has also advised India Infoline Finance Ltd and The IIFL Real Estate Fund (Domestic) Series 1 as subscribers in respect of the issuance of secured non-convertible debentures by a leading real estate company of secured, fully paid up redeemable, unlisted, non-convertible debentures, each amounting to INR100,000 (US$1,620) up to INR80 crores (US$12.96m) to raise funds for the construction of a residential cum commercial building. Partner Jeet Sen Gupta and associate partner Deep Roy also led the transaction which closed on 19 September 2014.

Eversheds has advised China Merchants Securities (Hong Kong) in respect of the HK$370 million (US$47.65m) IPO of Jiashili Group Ltd, one of the largest biscuit manufacturers in the PRC. The company was successfully listed on 25 September 2014. Jiashili Group raised HK$370 million (US$47.65m) by issuing 100 million shares, which represent 25 percent of the company’s total issued share capital, immediately after the completion of the IPO. The Hong Kong public offering was over-subscribed approximately 28 times. China Merchants Securities, a leading investment bank in China, is the sole global coordinator, sponsor, book-runner and lead manager. Partners Stephen Mok and Norman Hui led the transaction.

Gibson, Dunn & Crutcher has represented Murphy Oil and its subsidiaries Murphy Sabah Oil and Murphy Sarawak Oil in respect of the US$2 billion sale of 30 percent of Murphy’s Malaysian oil and gas assets to PT Pertamina Malaysia Eksplorasi Produksi. Singapore partner Brad Roach, assisted by New York partner Jeff Trinklein, led the transaction. Pertamina was represented by Daniel Reinbott and Keith McGuire of Ashurst in Singapore.

J Sagar Associates has advised Nexus Ventures III Ltd in respect of its Series C round of investment in SSN Logistics Private Ltd, a company engaged in supply chain and logistics services. Times Internet Ltd and Multiples Private Equity Fund, along with Multiples Private Equity Fund I Ltd, were the other investors who participated in this round of funding. Partner Sidharrth Shankar led the transaction which was valued at approximately INR210 crores (US$34m).

Khaitan & Co has advised FCC Co Ltd in respect of the acquisition of RICO Auto Ltd’s entire shareholding in FCC RICO Ltd, a 50-50 joint venture company jointly held by FCC Co Ltd and RICO Auto Ltd, for approximately US$80 million. FCC is a multinational engaged in the manufacture of clutch systems and facings for cars, motorcycles, utility vehicles and other engines, molding and machining of plastics and manufacture of various specialized tools and dies. Partner Zakir Merchant, supported by partner Avaantika Kakkar, led the transaction.

Khaitan & Co has also advised Bank of India in respect of the private placement of unsecured, non-convertible additional Tier I Perpetual Basel III Compliant bonds for approximately US$410 million. Bank of India is a leading nationalised bank which has 4,646 branches in India. Partner Nikhilesh Panchal led the transaction.

King & Wood Mallesons has acted as PRC counsel for the six lead underwriters in respect of Alibaba Group Holding Ltd’s successful listing on the NYSE on 19 September 2014. In this project, Alibaba and certain selling shareholders issued or sold more than 320 million American Depository Shares (ADS) (excluding green shoe) at US$68 per ADS, raising approximately US$21.8 billion from the offering. This project is the largest-ever IPO in the history of the American capital markets and is also the largest internet company IPO in the world. Alibaba is an international internet company based in China, operating a leading wholesale and retail platform with numerous internet-based businesses. Currently, Alibaba occupies an approximately 80 percent market share in the Chinese e-commerce market. Alibaba’s listing on the NYSE has attracted investors’ focus from all over the world. Immediately after the listing, Alibaba’s share value has rocketed, following a very positive response from the market. In the first trading day, shares increased in value by 38.07 percent, closing at US$93.89. Alibaba has already become the second largest internet company in the world after Google. Maples and Calder acted as Cayman Islands counsel to Alibaba.

King & Wood Mallesons has also advised Nan Fung Investment China Holdings Ltd in respect of its joint venture with the HKSE mainboard-listed Shanghai Industrial Urban Development Group Ltd (SIUD). The JV acquired 100 percent shares in and shareholders loan to Continental Land Development Ltd (CLDL) for a total of US$579.3 million. Nan Fung and SIUD indirectly hold 49 percent and 51percent of CLDL, respectively. CLDL is an investment holding company which holds 99 percent equity interest in Shanghai World Trade which owns Shanghaimart, a permanent international trade mart located in the Shanghai Hongqiao Economic Development Zone. Opened in 1999, Shanghaimart is the first permanent international trade mart in the PRC. With an aggregate gross floor area in excess of 280,000 sqm, it is the largest of its kind in Asia. Hong Kong corporate and securities partner Raymond Wong, PRC real estate partner William Jiang, Hong Kong banking partner David Lam and PRC banking partner Stanley Zhou led the transaction. Ashurst and Allbright advised SIUD. Simpson Thacher advised the sellers on the acquisition.

Latham & Watkins has represented Citigroup Global Markets, Deutsche Bank, The Hong Kong and Shanghai Banking Corp and Bank of America Merrill Lynch as the lead managers in respect of ICICI Bank’s US$500 million notes offering. The notes, which are due in 2020, have a coupon of 3.5 percent and were issued under ICICI Bank Ltd’s US$7.5 billion global medium term note program. The 144A/Reg-S offering was the first Indian bank dollar bond in four months. Singapore partner Min Yee Ng led the transaction.

Latham & Watkins has also represented Bangkok Dusit Medical Services Public Company Ltd, Thailand’s largest private hospital operator, in respect of its US$311 million issuance of zero-coupon convertible bond. The bond is denominated in Thai baht but settled in US dollars. It has a five-year maturity with a three-year investor put and an issuer call at two-and-a-half years. Bank of America Merrill Lynch, Credit Suisse, Phatra and Siam Commercial Bank are the joint book-runners and joint lead managers. The transaction is the first-ever zero-coupon convertible bond issued by a Thai issuer and also the first convertible bond in over three years issued to the international markets. Hong Kong partner Posit Laohaphan and Singapore partner Michael Sturrock led the transaction.

Maples and Calder has acted as British Virgin Islands counsel to China Great Wall International Holdings Ltd in respect of its issue of 2.5 percent US$500 million credit enhanced bonds due 2017. The bonds will have the benefit of an irrevocable standby letter of credit issued by the Bank of China Ltd London Branch and a keepwell deed by China Great Wall Asset Management Corp, one of the leading asset management companies in the PRC. The bonds will be listed on the HKSE. Partner Jenny Nip led the transaction whilst Linklaters acted as Hong Kong and English counsel. Clifford Chance acted as English counsel to the joint global coordinators, composed of Bank of China Ltd, BOCI Asia Ltd, Standard Chartered Bank and Guotai Junan Securities (Hong Kong) Ltd.

Mayer Brown JSM has advised Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden (FMO), the Dutch Development Bank, in respect of a subscription for 15 percent of the equity in Hamkorbank, one of the most successful midsize private commercial banks in Uzbekistan and a public company traded on the Tashkent Stock Exchange. Together with the International Finance Corp (IFC), which has been a shareholder in Hamkorbank since 2010, FMO and IFC will collectively hold a 30 percent stake in Hamkorbank. Ho Chi Minh City-based consultant David Harrison led the transaction with partners Mark Uhrynuk in Hong Kong and Thomas Vitale in New York.

Norton Rose Fulbright has advised Bangkok Bank Public Company Ltd in respect of the β13 billion (US$401.3m) secured term facility to Charoen Pokphand Holding Company Ltd for right-offer subscription of shares in True Corp Public Company Ltd. The Charoen Pokphand Group is a transnational conglomerate that operates in the agribusiness, retail and distribution, and the telecommunications industries with investment in 16 countries. True Corp is the third largest telecommunications operator in Thailand. The transaction involved multi-bilateral facilities provided to Charoen Pokphand Holding Company from a group of banks. Commercial terms of facilities agreements varied from different banks, but other major contractual obligations, such as mandatory prepayments, conditions precedent, representations, financial covenants and other covenants, needed to be reconciled. Bangkok partner Somboon Kitiyansub led the transaction.

Norton Rose Fulbright has also advised Natixis Singapore Branch as sole mandated lead arranger and underwriter in respect of a US$225 million limited recourse project financing facility to finance two floating production facilities for PetroFirst Infrastructure Ltd, a joint venture between energy-focused private equity leader First Reserve and oilfield services giant Petrofac. The JV, announced on 26 June 2014, will deploy US$1.25 billion of equity capital, both in purchasing a number of existing floating production, storage and offloading assets from Petrofac’s integrated energy services sector, as well as in new infrastructure projects. The new debt facilities have been provided to two special purpose companies, one holding a mobile offshore production unit “MOPU West Desaru” operated by Petrofac Group offshore Labuan, Malaysia and the other holding a floating production, storage and offloading facility “FPF-003” (formerly “Jasmine Venture”) operated by Mubadala Petroleum offshore Thailand. Proceeds from the financing will allow for the repayment of inter-company debt and shareholder loans. Partner Ben Rose led the transaction. Slaughter and May and Freshfields in London advised First Reserve and Petrofac, respectively.

Shook Lin & Bok is acting for Tianjin Zhong Xin Pharmaceutical Group Corp Ltd in respect of the placement to investors in PRC, which involved the allotment and issue of up to 90 million A-Shares in the capital of the company, to raise total proceeds of up to approximately RMB1.154 billion (US$187.9m). Partners Wong Gang and Tan Wei Shyan are leading the transaction.

Skadden has represented global confectionary leader The Hershey Company in respect of the initial closing and acquisition of an 80 percent stake in the iconic Shanghai Golden Monkey Food Joint Stock Co Ltd (SGM), a privately-held confectionery company based in Shanghai, China. At the initial closing on 26 September 2014, Hershey’s wholly-owned subsidiary, Hershey Netherlands BV, acquired 80 percent of the total outstanding shares of SGM for RMB2.4 billion (US$390.78m). The remaining 20 percent of the shares of SGM will be acquired by Hershey Netherlands at a second closing, which is scheduled to occur on the one-year anniversary of the initial close, for RMB604.2 million (US$98.38m), subject to the parties obtaining necessary government and regulatory approvals and satisfaction of other closing conditions. The total purchase price upon completion of the second closing will be equal to an enterprise value of RMB3.54 billion (US$576.4m), which includes the net debt of RMB522.2 million (US$85m) limit set for the September 2014 close. M&A partners Martha McGarry (New York) and Gregory Miao (Shanghai), antitrust and competition partner Frederick Depoortere (Brussels) and litigation and enforcement partner Brandley Klein (Hong Kong) led the transaction.

Slaughter and May Hong Kong is advising Semiconductor Manufacturing International Corporation (SMIC) in respect of its issue of US$500 million 4.125 percent bonds due 2019 which were sold internationally, including through a Rule144A offering. The joint lead managers for the issue are Deutsche Bank AG Singapore Branch and JP Morgan Securities plc. Approval in-principle has been received for the listing and quotation of the bonds on the SGX and the bonds are expected to be listed on the SGX on 7 October 2014. SMIC is principally engaged in semiconductor manufacturing and sales and is listed on the HKSE and the NYSE. SMIC is one of the leading semiconductor foundries in the world and the largest and most advanced foundry in the PRC. SMIC intends to use the proceeds of the bonds for debt repayment, capital expenditure in relation to capacity expansion associated with 8-inch and 12-inch manufacturing facilities and general corporate purposes. Partners Benita Yu and John Moore led the transaction.

Slaughter and May Hong Kong is also advising Credit Suisse (Hong Kong) Ltd as placing agent in respect of the HK$383 million (US$49.3m) secondary placing and sale of shares in IGG Inc held by IDG-Accel China Growth Fund II LP and IDG-Accel China Investors II LP. The placing and sale of shares represent 7.02 percent of the issued share capital of IGG and was undertaken by way of an accelerated book-building process to institutional investors. HKSE-listed IGG is an online games developer. Partner John Moore led the transaction.

Trowers & Hamlins has advised the Bahrain Ministry of Transportation in respect of its signing of a concession agreement with a joint venture comprising of National Express plc and Ahmed Mansoor Al A’Ali to develop the public bus network in the country. Once fully operational, around 140 state-of-the-art buses will run a series of routes connecting most areas of the country. The JV between one of the world’s foremost public transport groups and a highly regarded Bahraini company is intended to modernise and develop the bus transport system in Bahrain to meet the needs of an ever-growing economy and population. Partner Abdul-Haq Mohammed led the transaction which was signed on 30 September 2014.

Watson, Farley & Williams, practicing in Hong Kong in association with Lau, Leong & Co, has advised Chinese ICBC Financial Leasing Co Ltd in respect of the US$160 million structured refinancing of four containers and two bulk carriers with leading ship-owner Lomar Corp. The Lomar fleet currently stands at over 60 vessels, including more than 20 newbuildings. The vessels’ primary registry is in the Marshall Islands, but they sail under the Singapore flag. Partner Madeline Leong led the transaction.

WongPartnership has acted for Oversea-Chinese Banking Corp Ltd and United Overseas Bank Ltd as the arrangers and lenders in respect of a S$600 million (US$468m) facility to Hong Fok Land Ltd for the refinancing of its outstanding debt and for general working capital requirements secured over, inter alia, the Concourse Skyline, a luxury condominium in Singapore. Partners Susan Wong and Dorothy Marie Ng led the transaction.

WongPartnership is also acting for The Straits Trading Company Ltd in respect of the S$450 million (US$351m) sale of the 999-year leasehold office tower Straits Trading Building located at 9 Battery Road, Singapore to Sun Venture Group. Partners Carol Anne Tan and Andrew Ang are leading the transaction.