Deals – 8 March 2012

Allen & Gledhill has also advised Australia and New Zealand Banking Group Ltd as the arranger in respect of the establishment of a S$500 million (US$397m) multicurrency medium term note programme by Cambridge-MTN Pte Ltd, a wholly-owned subsidiary of Cambridge Industrial Trust (CIT). The notes issued under the programme will be guaranteed by CIT. Partner Margaret Chin led the transaction.

AZB & Partners has advised Indian Railway Finance Corporation Ltd in respect of the public issue of tax free, secured, redeemable, non-convertible bonds with face value of INR1,000 (US$19.88) each aggregating to approximately INR62.69 billion (US$1.25b). Partner Meera Singh Joyce led the transaction which was completed on 23 February 2012.

AZB & Partners has also advised Reliance Holding USA Inc and Reliance Industries Ltd in respect of the issuance of approximately US$500 million 5.4 percent senior unsecured notes due 2022 by Reliance Holding USA Inc guaranteed by Reliance Industries Ltd. Partners Shuva Mandal and Varoon Chandra led the transaction which was completed on 28 February 2012. J Sagar Associates advised the joint book-runners and lead managers composed of Barclays Bank PLC, Citigroup Global Markets Inc and The Hong Kong and Shanghai Banking Corporation Ltd.

Clayton Utz is advising ASX/TSX/NSX listed Extract Resources Ltd (Extract) in respect of the A$2.2 billion (US$2.3b) recommended unconditional cash offer by Taurus Mineral Ltd, an entity owned by Chinese state-owned CGNPC Uranium Resources Co and the China-Africa Development Fund. The offer, which opened on 1 March 2012, follows Taurus’ £632 million (US$995m) takeover bid for AIM-listed Kalahari Minerals plc, a 42.74 per cent shareholder in Extract. The offer, which is scheduled to close at 7pm (AEDST) on 2 April 2012, has been unanimously recommended by Extract’s independent directors, in the absence of a superior proposal. Partner Mark Paganin led the transaction.

Clayton Utz has also assisted NBN Co in respect of the finalisation of its A$11 billion (US$11.6b) agreement with Telstra, ensuring the availability of Telstra’s existing infrastructure in the national roll-out of, and the migration of fixed telecommunications services from copper to, the NBN Co fibre network. The transaction is considered an important milestone in the delivery of the first national wholesale-only, open access broadband network to all Australians – the largest infrastructure project ever undertaken in Australia. Partners Bruce Lloyd, John Collins and Kirsten Webb led the transaction.

Clifford Chance has advised the National Agricultural Cooperative Federation (NACF) in respect of its debt liability management exercise, including solicitation of consents from the holders of its outstanding US$400 million 5.55 per cent notes due 2012, US$180 million 8.5 per cent notes due 2014, US$500 million 5 percent notes due 2014, US$500 million 4.25 per cent notes due 2016, US$500 million 3.5 per cent notes due 2017, HK$230 million (US$29.6m) 4.8 per cent notes due 2012, HK$250 million (US$32.2m) 4.56 per cent notes due 2013, S$50 million (US$39.7m) 1.1 per cent notes due 2012, S$38 million zero coupon notes due 2012, S$40 million (US$31.7m) 1.27 per cent notes due 2013 and JPY10 billion (US$123m) 3.16 per cent notes due 2 May 2018. NACF sought consent from the note-holders for approval of its re-organization involving the split-off of its financial businesses into several subsidiaries owned by NACF, and waiver of any event of defaults that may arise in connection with such re-organization which became effective on 2 March 2012. Partners Hyun S Kim, Stewart Dunlop and Paget Dare Bryan led the transaction.

Freshfields Bruckhaus Deringer has advised Canadian oil sands business Sunshine Oilsands Ltd in respect of its US$578 million global offering of shares and listing on the HKSE. Sunshine Oilsands Ltd is primarily focused on the development and production of oil sands within its 464,897 hectares of leases in the Athabasca oil sands region in Alberta, Canada. It will use the listing proceeds for funding the development of its oil sands and heavy/light oil projects and for general working capital. Sunshine Oilsands Ltd. is the first Alberta incorporated company to list on the HKSE and is the first oil sands business to list on the HKSE. Bank of China International, Deutsche Bank and Morgan Stanley are joint global co-ordinators and joint sponsors of the global offering. Teresa Ko and Ken Martin led the transaction. Kirkland & Ellis, led by partners Dominic Tsun and Li-Chien Wong, acted as Hong Kong legal adviser to the underwriters, led by Morgan Stanley, Deutsche Bank and BOCI. In addition, Skadden represented BOCI Asia Limited, Deutsche Bank AG, Hong Kong Branch and Morgan Stanley & Co. International plc and the other underwriters in the US$580 million global offering of the common shares of Sunshine Oilsands Ltd. (as US counsel). Partner Alec Tracy of Skaddens led the transaction.

J Sagar Associates has advised BSE-listed Amrit Banaspati Ltd in respect of the sale of its edible oils and fats business to Bunge India Private Ltd (Bunge), a wholly-owned subsidiary of Bunge Ltd. Bunge paid a consideration of INR220.7 crore (US$43.7m) to Amrit Banaspati to acquire the business on a slump sale basis. Bunge also paid a sum of INR104.5 crore (US$20.8m) to Amrit Corp Ltd, an affiliate of Amrit Banaspati, for the purchase of certain trademarks related to the business, and a sum of INR47 crore (US$9.35m) to certain individual promoters of Amrit Banaspati by way of non-compete fees. Partners Jyoti Sagar and Rohitashwa Prasad led the transaction.

J Sagar Associates has advised Saint Gobain in respect of its pre-merger filing under the Competition Act 2002 in connection with the proposed acquisition of Shri Ram Electro Cast Ltd, which includes the ductile pipe division of its parent company, Electrotherm India Ltd. The transaction was notified to the Competition Commission of India (CCI) on 9 January 2012. After inquiry and a data requisition, the CCI unconditionally approved the acquisition on 16 February 2012 within the prescribed thirty day period. Partners Farhad Sorabjee and Amitabh Kumar led the transaction.

Khaitan & Co has advised Kintetsu World Express Inc (KWE) and its subsidiary companies in respect of the joint venture with Gati Ltd in India. Gati will transfer its existing express distribution business to the JV and KWE will take a 30 percent stake in the JV company for approximately US$54 million. Executive director Daksha Baxi and partners Rajat Mukherjee and Manas Kumar Chaudhuri led the transaction.

Khaitan & Co has also advised Thomson Reuters (Markets) LLC and Thomson Reuters India Services Private Ltd in respect of the acquisition of RedEgg Solutions Inc USA and RedEgg Infoexpert Technologies Private Ltd India. Thomson Reuters is the world’s leading source of intelligent information for businesses and professionals. Niren Patel led the transaction.

King & Wood Mallesons has acted for the Bank of Cyprus Group in respect of the sale of its Australian operations, Bank of Cyprus Australia, to Bendigo and Adelaide Bank. Bank of Cyprus is a leading Cypriot bank and financial services group. Its Australian operations include 14 branches throughout the country. Bank of Cyprus Australia will operate as a stand-alone entity. Partner Joe Muraca led the transaction. Freehills acted for Bendigo.

Maples and Calder has acted as Cayman Islands counsel to UBP Investments Co Ltd (UBP) in respect of the establishment of Triangle Fund, a Cayman Islands umbrella unit trust, and Enhanced Opportunity Fund (EOF), the first series trust of Triangle Fund. UBP is a Japanese subsidiary of Union Bancaire Privée, one of the leading Swiss private banks. EOF was the first investment fund promoted by UBP to be offered exclusively to Japanese investors. As at launch, subscriptions totalling approximately US$80 million were received.

Maples and Calder has also acted as Cayman Islands counsel to BNY Mellon Asset Management Japan Ltd in respect of BNY Mellon US Investment Grade Corporate Bond Fund, the fourth series trust of BNY Mellon Japan Offshore Fund Series. The investment objective of the fund is to seek to provide stable income and long-term asset appreciation through investing primarily in US dollar denominated corporate bonds of US and non-US issuers. Nick Harrold and Terence Ho led the transaction whilst Japanese legal advice was provided by Mori Hamada & Matsumoto.

Nishith Desai Associates has acted as Indian legal and tax counsel to Bilfinger Berger Industrial Services GmbH (BIS), the largest German provider of repair and maintenance services for plants in the process industry, in respect of its acquisition of 98 percent and 100 percent stake in Surat based companies Neo Structo Construction Ltd (Neo Structo) and Spetech Plant Equipments Private Ltd (Spetech), respectively. Neo Structo and Spetech are engaged in the execution of mechanical engineering projects for Indian and international clients.

Nishith Desai Associates has also acted for Piramal Healthcare Ltd and PHL Finance Private Ltd in respect of their subscription of secured redeemable non-convertible debentures issued by Keystone Realtors Private Ltd (KRPL) and Rustomjee Constructions Private Ltd on a private placement basis. KRPL is the flagship company of Rustomjee Group, a leading real estate developer in Mumbai. The group is engaged in developing, planning, construction and marketing of residential and commercial premises. It also provides after-sales and maintenance services.

Rahmat Lim & Partners, an associate firm of Allen & Gledhill, has advised Kenanga Investment Bank, the independent adviser to SapuraCrest Petroleum Bhd (SPB), in respect of the acquisition by Integral Key Berhad (IKB) of the entire business and undertakings, including all assets and liabilities, of SBP for a total consideration of approximately MYR5.8 billion (US$1.9b). Partners Lim Teong Sit and Wan Kai Chee led the transaction.

Rajah & Tann has advised SGX-listed GMG Global Ltd, a subsidiary of Sinochem International Corporation, in respect of its acquisition from Fimave SA of approximately 35 percent of the shares in the capital of Siat SA, a limited liability company incorporated in Belgium which has investments in various entities incorporated in Africa. Siat SA is planning to expand its existing plantations and acquire additional estates. The transaction was valued at approximately €192.56 million (US$253.25m). Partner Abdul Jabbar Bin Karam Din led the transaction which was announced on 21 February 2012 and is yet to be completed. Other counsels for GMG Global were Loyens & Loeff (Belgium), Clyde & Co (Shanghai), Aluko & Oyebode (Nigeria), Oxford & Beaumont (Ghana), SCPA Dogue-Abbe Yao & Associes (Ivory Coast) and Miranda Correia Amendoeria & Associados (Gabon). Eubelius advised Fimave SA and Siat SA.

Rajah & Tann has also advised Ascendas Funds Management (S) Ltd, the manager of Ascendas Real Estate Investment Trust (A-REIT), and HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee for A-REIT, in respect of the acquisition by A-REIT of Corporation Place, a 7-Storey high-tech industrial building at 2 Corporation Road for S$99 million (US$78.6m). Partner Yap Chew Fern led the transaction which was completed on 8 December 2011.

Shook Lin & Bok has acted for F&H Fund Management Pte Ltd (F&H), a private equity firm in Singapore, in respect of its S$15 million (US$12m) investment in local food maker JR Foodstuff Industries Pte Ltd (JR Foodstuff). The funds injected by F&H are expected to be used for JR Foodstuff’s expansion into the Chinese market. Partner Tan Wei Shyan led the transaction.

Slaughter and May’s Hong Kong office has advised Swire Pacific Ltd in respect of the issue by its wholly owned subsidiary, Swire Pacific MTN Financing Ltd, of US$500 million 4.5 percent guaranteed notes due 2022. The notes were issued under Swire Pacific’s US$3.5 billion medium term note programme. The notes are guaranteed by Swire Pacific and are listed on the HKSE. HSBC and JP Morgan acted as the lead managers. Partner Laurence Rudge led the transaction.

Stamford Law is advising Mainboard-listed Ocean Sky International Ltd in respect of its share placement to raise proceeds of approximately S$3.5 million (US$2.8m). The proceeds from the placement will be used to finance the general working capital requirements and for mergers and acquisitions, joint ventures or strategic alliances as and when the opportunity arises. Partner Bernard Lui led the transaction.

Sullivan & Cromwell is representing Versa Capital Management LLC in respect of its sale of Central Parking Corporation (CPC) to Standard Parking Corporation (SPC). SPC signed a definitive agreement and plan of merger with CPC which, when completed, will add more than 2,200 locations and approximately one million parking spaces to SPC’s portfolio across the United States. SPC will pay total consideration comprised of cash, stocks and the assumption of CPC’s debt. The Boards of Directors of both companies have approved the transaction which was announced on 29 February 2012 and is expected to close in the third quarter of 2012, subject to SPC stockholder approval and other customary closing conditions. Partners Alison Ressler and Hydee Feldstein are leading the transaction. Katten Muchin Rosenman and Ernst & Young are advising SPC whilst Ropes & Gray and Wilmer Cutler Pickering Hale and Dorr are advising CPC.

WongPartnership has acted as Singapore counsel for MMI International in respect of its US$300 million high-yield bond due 1 March 2017. Credit Suisse, JP Morgan and UBS were joint book-runners. Partners Choo Ai Leen, Lim Hon Yi, Hui Choon Yuen and Tan Shao Tong acted on the matter.

WongPartnership has also acted as Singapore counsel for Legrand France SA, a global specialist in electrical and digital building infrastructures, in respect of its US$171 million acquisition of Chennai-based Numeric Power Systems Ltd’s uninterruptible power supply (UPS) business division. Partners Low Kah Keong, Teo Hsiao-Huey, Jeffrey Lim and Ameera Ashraf acted on the matter.