Deals – 7 April 2011

Allen & Gledhill has also advised Ascendas Funds Management (S) Ltd, as manager of Ascendas Real Estate Investment Trust (A-REIT), in respect of a private placement of new units in A-REIT to raise gross proceeds of approximately S$400 million (US$317.3m). Partners Jerry Koh and Teh Hoe Yue led the transaction.

Allens Arthur Robinson has advised a Goodman Group-led consortium in respect of its successful A$1.4 billion (US$1.47b) acquisition of the ING Industrial Fund Ltd (IIF). The acquisition was completed in Sydney on 29 March 2011. Goodman Group is the largest industrial property group listed on the ASX and one of the largest listed specialist fund managers of industrial property and business space globally. The consortium comprised Goodman Group and three global pension/sovereign wealth funds. The acquisition will contribute 61 quality industrial properties, predominantly located in Australia’s key east coast markets, to Goodman Group’s portfolio and will increase Goodman’s assets under management to A$17.5 billion (US$18.3b). Partner Stuart McCulloch led the transaction.

Allens Arthur Robinson has also advised independent global asset management firm Henderson Group plc in respect of the acquisition of one of the United Kingdom’s best-known fund managers, Gartmore Group Ltd. Henderson Group plc is the parent company of Henderson Global Investors. This deal, which was completed on 4 April 2011, brings Henderson Group plc’s assets under management to about £78 billion (US$127.4b), making it one of the largest asset managers in the UK. Partner Alex Ding led the transaction.

AZB & Partners has advised JSW Steel Ltd in respect of its foreign currency borrowing of US$280 million from a consortium of international banks. Partner Vineetha MG led the transaction which was completed in 16 March 2011.

AZB & Partners has also advised Tata Realty and Infrastructure Ltd in respect of its purchase, together with TRIF Realty Projects (Mauritius) Ltd, of 6.67 per cent and 93.33 per cent respectively of the share capital of Peepul Tree Properties Private Ltd from Kotak India Real Estate Fund-I for approximately US$76.25m. Partners Kalpana Merchant and Sai Krishna Bharathan led the transaction which was completed on 24 March 2011.

Clifford Chance has advised European private equity firm IK Investment Partners (IK) in respect of its acquisition of the Offshore Incorporations (Offshore Inc) group of companies from the Carlyle Group. Offshore Inc is the Asian market leader in company formation and associated services. IK focuses on investments in mid-sized companies with strong cash flow and profit improvement potential. The deal is aimed at creating a world leading global trust and corporate services provider by merging the corporate services and trust brands, Acceptor and Credence Trust, with IK’s existing portfolio company, Vistra Group, enabling the combined company to enhance the product and services offering to its existing and future clients across its markets. Partner Simon Cooke led the transaction.

Clifford Chance has also advised Istithmar Beach Road FZE (Istithmar), an investment holding company in Dubai and part of the Dubai World group, in respect of the disposal of its shares in South Beach Consortium Pte Ltd (South Beach) to Scottsdale Properties Pte Ltd (Scottsdale), a subsidiary of City Developments Ltd, one of the major property developers in Singapore. The sale of Istithmar’s shares closed on 5 April 2011. South Beach is a JV company which owns a prime site in Singapore opposite the Raffles Hotel on which there are plans to construct an integrated office, residential and retail development. The JV was formed by three initial investors including Istithmar, Scottsdale and Elad Group Singapore Pte Ltd, each with one-third shareholding. The firm’s team was led by partner Lee Taylor, supported by partners Andrew Brereton and Nish Shetty.

Dhir & Dhir Associates has advised Hindalco Industries Ltd in respect of a loan financing of INR78.75 billion (US$1.75b) obtained from a consortium of 31 banks for its proposed 359-ktpa aluminum smelter and a 900-MW captive thermal power plant, also known as its Mahan Project. The loan documents were signed on 30 March 2011. Shivi Agarwal, Girish Rawat and Sumit Gandhi advised on the matter.

HopgoodGanim has acted for ASX-listed technology company Jumbo Interactive, creator of the Oz Lotteries website, in respect of the implementation of a deed of company arrangement for its troubled subsidiary Manaccom, which had been placed into voluntary administration earlier this year. The deed will allow priority creditors, including employees, to receive 100 cents in the dollar for debts owed. The remaining unsecured creditors will receive between 43 and 100 cents in the dollar, compared with an estimated two to eight cents had Manaccom gone into liquidation.

Khaitan & Co has advised Indian leisure hospitality providers Mahindra Holiday & Resorts India Ltd in respect of the title of the land measuring 19,324 sq mtrs together with the structure standing therein situated at Junagadh which has been acquired by the client to set up its luxury resort. Partners Sudip Mullick and Nikhilesh Panchal led the transaction.

Khaitan & Co has also advised agricultural chemicals exporter Devidayal (Sales) Ltd in respect of the sale of majority shares to Arysta LifeScience Corporation Japan, an agrochemical and life science company engaged in the development, marketing and distribution of crop protection products as well as pharmaceuticals, pharmaceutical additives, organic chemical intermediates and veterinary products. Partner Kalpana Unadkat and executive director Daksha Baxi led the transaction.

Kim & Chang has advised Korea National Oil Corporation (KNOC) in respect of its acquisition, together with a local partner in Kazakhstan, of 100 per cent of the shares in Altius Holdings Inc, a Canadian company listed on the Kazakhstan Stock Exchange, at the price of US$515 million. KNOC and the local partner acquired 95 per cent and five per cent, respectively. Altius Holding Inc owns Akzhar, Besbolek, Alimbai and Karataikyz oil fields in Kazakhstan, which are in the pre-production stage or already in the production stage. Yon-Kyun Oh, Chang-hee Shin and Yoon-Kyung Chang led the transaction.

Latham & Watkins has represented CNinsure Inc, a US-listed leading independent insurance intermediary company operating in China, in respect of the sale of a 55 per cent interest in life insurance products distributor Beijing Fanhua Datong Investment Management Co Ltd (Datong ) to Winner Sight Global Ltd, an affiliate of Warburg Pincus LLC, for approximately US$63.69 million. The transaction closed on 25 March 2011. Partners David Zhang and Tim Gardner led the transaction.

Maples and Calder has acted as Cayman Islands counsel in respect of the launch of BNY Mellon Emerging Markets Equity Income, a series trust of Mellon Offshore Funds. The investment objective of the fund is to pursue stable income and long-term asset growth through investment in a diversified portfolio of equities, expected to be high yielding and issued by companies listed on stock exchanges in the countries included in the MSCI Emerging Markets Index. The firm’s team was led by partner Spencer Privett whilst Japanese legal advice was provided by Mori Hamada & Matsumoto.

Maples and Calder has also acted as Cayman Islands counsel in respect of the launch of Rogers ChinaTM – Food and Beverage Index Fund. The fund is being offered in Japan and its investment objective is to replicate, as far as possible before fees and expenses, the performance of the Rogers ChinaTM – Food and Beverage Index. The fund is managed by The Royal Bank of Scotland plc Singapore branch. As at launch, subscriptions totaling ¥1.2 billion (US$14m) were received. The firm’s team comprised of Spencer Privett and Nick Harrold whilst Japanese legal advice was also provided by Mori Hamada & Matsumoto.

Paul, Hastings, Janofsky & Walker has advised Korean East-West Power Co Ltd (EWP) in respect of its US$300 million acquisition of a 40 per cent stake of Jamaica Public Service Company Ltd (JPS), a vertically integrated utility with the exclusive right to transmit and distribute electricity in Jamaica, from a subsidiary of Marubeni Corporation (Marubeni). The purchase and sale agreement was executed by the parties on 5 April 2011 in Jamaica. EWP and Marubeni will each own 40 per cent of JPS, and the Government of Jamaica will continue to own the remaining 20 per cent. JPS owns 640.9 MW of operating capacity and purchases additional capacity from a number of independent power producers in Jamaica. The firm is also representing EWP on the bridge financing and the takeout financing to be led by K-EXIM. Partner Joseph Kim led the transaction.

Rajah & Tann has advised a group (consisting of Ching Wai Keung, Han Cheng Fong, Fan Kow Hin, Mah Kah Hoe, Ng Seng Leong, Cheng Wai Kok, Chan Kim Hing and others) in respect of its acquisition of the entire equity interest of i-Sprint Innovations Pte Ltd by ASL Security Solutions Ltd, a wholly-owned subsidiary of Automated Systems Holdings Ltd, for S$7.9 million, subject to adjustment. Partner Chan Wan Hong led the transaction which was completed on 28 March 2011.

Shook Lin & Bok’s Singapore office has acted as Singapore law counsel for
Oversea-Chinese Banking Corporation Ltd (Hong Kong Branch) in respect of its issue of its HK$10 billion (US$1.3b) Certificate of Deposit Programme. Partner Marilyn See led the transaction.

Shook Lin & Bok’s Singapore office has also acted for RBC Dexia Trust Services Singapore Ltd, the trustee of Cambridge Industrial Trust (CIT), in respect of CIT’s supplemental agreement with National Australia Bank Ltd to increase the acquisition term loan facility to S$120 million. The acquisition term loan facility will be secured, inter alia, by the properties acquired under the facility. Partner Tan Woon Hum led the transaction.

White & Case has acted as international counsel to the lenders in respect of a ¥165 billion (US$2b) syndicated bank facility provided to eAccess Ltd, the Japanese internet service provider and parent of mobile data company, eMobile Ltd. The transaction is the first in the Japanese market to combine a syndicated facility with a simultaneous high yield bond. It is also the first major syndicated telecoms financing in Japan since the global financial crisis. Adding to the deal’s complexity was the planned merger of eAccess and eMobile that occurred on 31 March, the date of the drawdown under the syndicated facility agreement. The mandated lead arrangers and bookrunners for the syndicated facility were Credit Agricole SA, ING Bank NV, Mizuho Bank Ltd, Sumitomo Mitsui Banking Corporation, Aozora Bank Ltd and UBS AG. The funds will be used to refinance an existing syndicated facility of eMobile. Partner Mark Goodrich led the transaction.

WongPartnership has acted as transaction counsel for the syndicate of mandated lead arrangers, lenders and hedge banks, in respect of S$830 million (US$658.4m) financing to Asia Square Tower 2 Pte Ltd for the development of a Grade A office and retail building and a fully-integrated 5-star hotel with entertainment, dining and conference facilities within the heart of the newly-crowned central business hub of Singapore, Marina Bay. Partners Susan Wong and Monica Yip acted on the matter.

WongPartnership has also acted for UOL Residential Development Pte Ltd and UOL Property Investments Pte Ltd (part of UOL Group Ltd) in respect of the S$313 million (US$248.3m) acquisition of the Lion City Hotel and the adjoining former Hollywood Theatre site in Singapore. Partners Monica Yip, Serene Soh, Andrew Ang, Annabelle Yip and Chan Sing Yee acted on the matter.