|Allen & Gledhill LLP has advised the arrangers and participants – composed of DBS Bank Ltd, Malayan Banking Berhad, Oversea-Chinese Banking Corporation Limited, Standard Chartered Bank and United Overseas Bank Limited – and Islamic Bank of Asia Limited as the investment agent in respect of the S$750 million (US$570m) commodity Murabaha financing facilities extended to Parkway Holdings Limited. Partners Kok Chee Wai and Suhaimi Zainul-Abidin led the transaction.
Allen & Gledhill LLP has also acted as Singapore law counsel for the underwriters in respect of STX OSV Holdings Limited’s IPO and listing on the SGX ST which raised gross proceeds of approximately S$288.8 million (US$219.6m). Partners Tan Tze Gay and Rhys Goh led the transaction.
In addition, Allen & Gledhill LLP has advised Zuellig Pharma China, the largest pharmaceutical importer in China and known locally as Yong Yu, in respect of its acquisition by Cardinal Health for US$470 million. Partners Lee Kim Shin and Lim Chong Ying led the transaction.
Finally, Allen & Gledhill LLP has acted as Singapore law counsel for Oversea-Chinese Banking Corporation Limited (OCBC) in respect of its issue of US$500 million fixed to floating rate subordinated notes due 2022 callable in 2017 under its S$4 billion (US$3b) programme for Issuance of Debt Instruments. The notes are listed on the SGX-ST. The joint lead managers and joint bookrunners for the issue were JP Morgan (SEA) Limited, Morgan Stanley Asia (Singapore) Pte, OCBC and The Royal Bank of Scotland plc Singapore Branch. Partners Au Huey Ling and Long Pee Hua led the transaction.
Allen & Overy has advised International Finance Corporation (IFC), a member of the World Bank Group focused on the private sector in developing countries, in respect of the US$140 million project financing for the development and construction of the 201MW (megawatt) Gansu Guazhou Ganhekou No.8 Wind Farm in Gansu Province, western China. The project sponsor is the HKSE listed China WindPower Group Limited (CWP). The deal is IFC’s first wind power project financing in China. IFC also made a US$10 million equity investment in CWP. Moreover, the transaction was the first foreign loan to have been registered at the local State Administration of Foreign Exchange. Other loan participants are Intesa Sanpaolo, Rabobank International and Société Générale. The firm’s team was led by partner Roger Lui.
Allens Arthur Robinson has advised leading international mining group Rio Tinto in respect of the extension of its historic Channar Mining joint venture (Channar JV) with Chinese State-owned metals trading house Sinosteel Corporation. Regarded as the first major Chinese foreign investment in the Australian mining industry, the original Channar JV agreements for the production of 200 million tonnes of iron ore in the Pilbara region of Western Australia were signed in 1987. The extension of the ground-breaking JV paves the way for a further 50 million tonnes of iron ore to be produced by the Channar JV at the Channar mine. Partner Nic Tolé led the transaction. Chambers & Company advised Sinosteel Corporation.
Allens Arthur Robinson has advised receivers and managers KordaMentha in respect of the sale of the assets of FreightLink Pty Ltd, Asia Pacific Transport Pty Ltd and related corporate entities (together FreightLink) to Genesee & Wyoming Inc for A$332 million (US$325m). FreightLink owns the Adelaide-to-Darwin railway. Partners Richard Gordon, Vijay Cugati and John Warde led the transaction. Mallesons Stephen Jaques acted for Genesee & Wyoming Inc.
Amarchand & Mangaldas has acted for the Azim Premji Group in respect of the gift of 213 million shares representing an 8.7 per cent stake of global IT services company Wipro Limited by certain entities belonging to the Azim Premji Group to the Azim Premji Trust (APT). APT will utilize the endowment to fund various social, not-for-profit initiatives. The firm had previously advised the Azim Premji Group in the settlement and formation of APT. The value of the shares gifted to the trust is approximately INR 8846 crores (US$1.96b). The announcement of the gift was made on 1 December 2010 and the transfer of shares was expected to be completed on 7 December 2010. Managing partner Cyril Shroff and partner Nivedita Rao led the transaction.
Amarchand & Mangaldas has also acted for JSW Energy in respect of its agreement to acquire 100 per cent shares of Toronto Stock Exchange listed CIC Energy Corporation (CIC), a BVI incorporated company that has three coal exploration licences in Botswana with total estimated coal reserves of approximately 2.62 billion tones. CIC proposes to develop two coal-fired power projects of 1200 MW and 300 MW and also submit its expression of interest to develop a 1500 km trans-Kalahari railway line to export the balance coal. The acquisition may be structured as a takeover bid in Canada or a statutory merger under BVI law. The transaction, which was signed on 23 November 2010 and is expected to close by 28 February 2011, was valued at approximately C$422 million (US$417.5m). Senior Partner L Viswanathan led the firm’s advisory team. Other advisors to JSW were Stikeman Elliott LLP (Canada), Edward Nathan Sonnenbergs (South Africa), Conyers Dill & Pearman (British Virgin Island), Collins Newman & Co (Botswana) and Wragge & Co LLP (England). CIC was advised by Macleod Dixon LLP on matters of Canadian law.
Appleby has acted as Cayman counsel for Wisdom Marine Lines Co Limited (WML), one of the largest bulk ship owners in Taiwan, in respect of its listing on the Main Board of the Taiwan Stock Exchange on 1 December 2010, following its listing on the Taiwan emerging stock market on 31 August 2010. Proceeds from the offer are estimated to be around US$38 million and will be used mainly for construction of new vessels. Since the launch of Taiwan’s new policy in October 2008, foreign companies are allowed to be listed on the the country’s stock markets. WML is the first Cayman-incorporated shipping group and one of the first few Cayman companies listed on the Main Board of the Taiwan Stock Exchange. The firm’s team was led by managing partner Frances Woo whilst Tsar & Tsai Law Firm acted as Taiwan counsels. Baker & McKenzie advised Masterlink Securities Corp as the main underwriter to the listing.
AZB & Partners has advised Mahindra & Mahindra Limited in respect of its acquisition of a 70 per cent equity stake in South Korean automobile manufacturer Ssangyong Motor Co Ltd for approximately US$ 463 million. The transaction, which was announced on 23 November 2010, is expected to be completed in February or March 2011. Partner Yogesh Bhattarai acted on the matter. Shin & Kim, led by partners Young-Ku Lee, Jae Woo Im and Hyun Sik Shin, represented Ssangyong Motor Co Ltd.
Baker & McKenzie has acted for Predictive Discovery Limited (PDI), a company primarily focusing on gold exploration in West Africa, in respect of its IPO, following which its shares commenced trading on the ASX on 1 December 2010. The offer was oversubscribed. Trading in the shares closed on the listing date at a 33 per cent premium to the IPO offer price. PDI is capitalised at approximately A$26 million (US$25.4m). Blackswan Equities was the sponsoring broker/lead manager. The firm’s advisory team was led by partner Richard Lustig.
Baker & McKenzie has also acted for Mindoro Resources Ltd (Mindoro), a Canadian company which holds a portfolio of nickel, cobalt, gold and copper assets in the Philippines, in respect of its Australian capital raising and subsequent listing on the ASX. The Australian offer was oversubscribed and, following listing on ASX at a premium to the offer price, the company’s market capitalisation is approximately A$47 million (US$46m). The listing was underwritten by EL & C Baillieu Stockbroking Limited. The firm’s team was led by partners Richard Lustig, John Mollard, Dennis Quintero and Nurhan Aycan.
Clifford Chance has advised HSBC in respect of an asset purchase agreement for the sale of its Asian wholesale banknotes business to United Overseas Bank Limited (UOB) for a total consideration of US$15 million in cash. As part of the agreement, HSBC will also license to UOB the technology system used in connection with its Asian wholesale banknotes business. HSBC will work with UOB to facilitate the signing of new contracts between UOB and customers and staff of HSBC’s Asian banknotes business. The transaction is expected to be completed in the fourth quarter of 2010. The firm’s advisory team was led by partners Philip Rapp and Roger Denny.
Clifford Chance has also advised private company Jiangsu Jinsheng Industry Co Ltd, a company engaged in the production and sales of textiles machinery with headquarters in Jintan City, Jiangsu Province, China, in respect of its acquisition of 50 per cent of the shares of EMAG Holding GmbH, one of the major manufacturers of specialized machine tools for the production of components in Europe. The transaction – the largest single outbound deal in Jiangsu province involving a private company – will allow EMAG to expand its business operations in Asia, particularly in China. Glen Ma, Dr Stefanie Tetz, Dr Nicole Englisch and Maggie Lo led the transaction.
Davis Polk has advised leading global private equity firm Warburg Pincus LLC in respect of its approximately US$75 million minority investment in leading outsourced engineering services provider QuEST Global Services Pte Ltd. The firm’s team included partners Kirtee Kapoor and Arthur J Burke whilst Rajah & Tann LLP advised as to matters of Singapore law and AZB & Partners as to matters of Indian law. QuEST was advised by WongPartnership LLP.
Drew & Napier has acted as Singapore counsel in respect of the recently-completed sale of Commerzbank AG’s subsidiary, Commerzbank International Trust Singapore, a specialist in fund administration and trust services for private and corporate clients, to the Trident Trust Group. The transaction has been approved by the regulatory authorities. Commerzbank’s Singapore-based activities remain unaffected by the transaction. Director Sandy Foo led the transaction whilst Ashurst acted as lead counsel.
Fangda Partners has represented VanceInfo Technologies Inc (VanceInfo), an IT service provider and one of the leading offshore software development companies in China, in respect of its follow-on offering of approximately 2.53 million American depositary shares in November 2010. VanceInfo received the net proceeds of approximately US$89.8 million after deducting underwriting discounts and commissions.
Fangda Partners is also representing Alibaba.com Limited, a leading small business e-commerce company, in respect of its proposed acquisition of Shenzhen One-Touch Enterprise Service Limited, a leading provider of one-stop services for exporters in China.
Freshfields Bruckhaus Deringer has advised the lead underwriters, comprising CITIC Securities, Bank of America Merrill Lynch and UBS, in respect of the US$266 million IPO on the HKSE of CITIC Dameng Holding Ltd (CITIC Dameng), China’s largest producer of manganese. CITIC Dameng was a spin-off from HKSE listed CITIC Resources Holdings Ltd, a Chinese energy and resources company which is controlled by the CITIC Group of China. CITIC Dameng will use the proceeds from the IPO to fund development and construction projects, acquire mines and relevant facilities, pay back bank loans and replenish working capital. The firm’s advisory team was led by partners Kay Ian Ng and Calvin Lai.
Freshfields Bruckhaus Deringer has also advised Sateri Holdings Limited (Sateri), a leading global specialty cellulose producer with operations in Brazil and China, in respect of its US$402 million IPO and listing on the HKSE. Sateri will use the proceeds to further expand its operations in both Brazil and China. The deal marks the first primary listing in Hong Kong of an organisation with significant Brazil operations. Credit Suisse and Morgan Stanley are the joint global coordinators and joint sponsors of the global offering whilst Credit Suisse, Morgan Stanley and BOC International are the joint bookrunners and joint lead managers. The firm’s team was led by partners Teresa Ko, Grace Huang and Calvin Lai whilst Rajah & Tann LLP, led by Chia Kim Huat, Danny Lim and Penelope Loh, acted as Singapore law counsel. Shook Lin & Bok LLP, led by partner Sandra Tsao, acted as Singapore law counsel for the issuer, Prime Dig Pte Ltd, a fully owned subsidiary of PT Bukit Makmur Mandiri Utama.
Gide Loyrette Nouel has advised Galeries Lafayette, owner of the iconic Paris department store Galeries Lafayette and operator of over 63 department stores worldwide, in respect of the establishment of a joint venture with major Hong Kong retailer IT Limited. The JV’s objective is to set up, operate and manage department stores under the trademark of Galeries Lafayette in major PRC cities, with the first department store expected to open in Beijing in April 2013. The firm’s team was led by partners Rebecca Silli and Huang Zhen.
Herbert Smith has advised Morgan Stanley, CCBI, JP Morgan, BOCI and Deutsche Bank, as the joint global coordinators, joint bookrunners and joint lead managers, on both the Hong Kong and US law aspects, in respect of the approximately HK$14 billion (US$1.8b) Hong Kong public offering and Rule 144A/Regulation S global offering of China Rongsheng Heavy Industries Group Holdings Limited, a large PRC heavy industries company engaged in shipbuilding, offshore engineering, marine engine building and engineering machinery. The firm’s team was led by partners John Moore and Gary Lock.
J Sagar Associates has advised Volvo Bus Corporation (Volvo) in respect of its recent acquisition of the 30 per cent stake of Jaico Automobile Engineering Company Private Limited (Jaico) in Volvo Buses India Private Limited (Volvo Buses) which was set up in November 2006 as a joint venture between Volvo and Jaico for the production of bus bodies. Volvo previously owned 70 per cent of the equity shares of Volvo Buses. With the recent acquisition of Jaico’s shares, Volvo Buses has become a wholly owned subsidiary of Volvo. Partner Vivek K Chandy led the transaction.
Jones Day has advised Yue Xiu Enterprises (Holdings) Limited, the principal investment vehicle of the Guangzhou Municipal Government in Hong Kong, in respect of the sale of its cement and ready-mix concrete business to HKSE listed China Resources Cement Holdings (Hong Kong) Limited for HK$1.24 billion (US$159m). The transaction was signed in Guangzhou on 5 December. M&A partner Barbara Mok led the transaction.
Jones Day has also advised Yue Xiu Group, through HKSE and SGX ST listed Yuexiu Property Company Limited (Yuexiu Property), in respect of the sale of Yuexiu Property’s supermarket business in Guangzhou City to China Resources Enterprise Limited for RMB36.7 million (US$5.5m). The subject of this transaction is the Guangzhou Homecity Supermarket which operates a chain of over 100 supermarkets in Guangzhou. M&A partner Barbara Mok also led the transaction.
Khaitan & Co has advised Pratibha Industries Limited in respect of its QIP of equity shares which was done parallel with a preferential allotment. The placement raised approximately US$22.5 million. Partner Vibhava Sawant acted on the transaction.
Khaitan & Co has also acted as local counsel for photovoltaic corporation Gehrlicher Solar AG Germany in respect of a joint venture with Greenforce Enviro Private Limited India, a solutions provider in the sustainable energy sector. The two companies jointly established an Indian JV in the photovoltaic sector named as Gehrlicher Solar (India) Private Limited. Partner Arindam Ghosh acted on the transaction whilst DLA Piper acted as international counsel.
Maples and Calder acted as Cayman Islands counsel in respect of the launch of Regius, a Cayman Islands trust structured as a retail mutual fund platform, and Japan Income Fund 2010-11, the first sub-fund to be established under the trust. The investment objective of the fund is to provide investors with regular income and a return which is linked to the Nikkei 225 Index. The fund is managed by The Royal Bank of Scotland plc Singapore branch. As at launch, subscriptions of approximately ¥3 billion (US$35.7m) were received. 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 represented Headland Capital Partners Holdings Limited (Headland) in respect of the acquisition from The Hongkong and Shanghai Banking Corporation Limited, a wholly-owned subsidiary of HSBC Holdings plc (HSBC), of an 80.1 per cent interest in Headland Capital Partners Limited (formerly known as HSBC Private Equity (Asia) Limited) (HCP). Headland, a BVI business company, is the acquisition vehicle of members of HCP’s current management team. As a result of the transaction, HSBC will retain a 19.9 per cent interest in HCP. The firm’s team consisted of partners Barry Mitchell, Greg Knowles and Anthony Webster whilst Debevoise & Plimpton acted as principal, onshore counsel.
Mayer Brown JSM is acting for CSI Properties Limited (CSI) in respect of the partial sale of AXA Centre in Hong Kong. CSI is selling more than 70 per cent of floor space and a majority of the car parking spaces of the office building at No. 151 Gloucester Road in the Wanchai district of Hong Kong. The transactions are still ongoing and the total consideration has already exceeded HK$1.5 billion (US$193m). It is estimated that, when all the floor space and car parking spaces have been sold, the total consideration will reach between HK$3.3 billion (US$425m) and HK$3.5 billion (US$450m). Partners Peter Ho and Wilfred Tong led the transaction.
Mayer Brown JSM has also advised Hang Seng Bank Limited (Hang Seng) as the mandated coordinating arranger in respect of Hong Kong’s first ever renminbi syndicated loan. China Automation Group Limited, one of China’s largest integrated solutions providers of railway signalling systems, signed a US$50 million-equivalent multi-currency term loan facility agreement with Hang Seng and nine other banks on 6 December 2010. Hang Seng was the lead arranger on the transaction. The 3.5-year facility was oversubscribed and increased from its original target of US$40 million equivalent to US$50 million. The firm’s team was led by partner Allan Yu.
Miller Canfield has represented the PRC’s Pacific Century Motors Inc in respect of its acquisition of Nexteer Automotive from General Motors. The transaction represents the single largest Chinese investment in the global automotive supplier industry. The firm’s team was led by Shusheng Wang, Brad B Arbuckle and Richard A Walawender.
Morrison & Foerster is representing TSX-listed China Gold International Resources Corp Ltd (China Gold), a company controlled by the PRC’s largest gold producer China National Gold, in respect of its US$309 million IPO on the HKSE, which began listing on 1 December 2010, and its US$742 million acquisition of the Jiama Mine, one of the largest copper-polymetallic mines in China, which closed concurrently on the listing date. Proceeds from the offering will be used to acquire overseas gold and nonferrous metal resources, boost production capacity, and replenish working capital. The transaction represents the first dual-listing to be completed since the HKSE implemented the new changes to Chapter 18 of the Listing Rules in June 2010. Managing partner Ven Tan led the transaction.
Norton Rose Hong Kong has acted for Credit Agricole Corporate and Investment Bank and the other mandated lead arrangers (Maybank Investment Bank Berhad, DnB NOR Bank ASA, RHB Bank (L) Ltd, The Hong Kong and Shanghai Banking Corporation Limited, and Oversea-Chinese Banking Corporation Limited) in respect of Genting Hong Kong Limited’s (Genting) US$600 million syndicated loan facility agreement signed in Manila, Philippines on 27 November 2010. The facility is a US dollar denominated seven-year floating rate term loan and revolving credit facility of US$600 million secured against Genting’s eight-vessel Asian fleet. Net proceeds from the facility will be used to pay down existing indebtedness and for general corporate purposes. Partner Davide Barzilai led the transaction. Holman Fenwick & Willan acted for Genting.
O’Melveny & Myers LLP has represented Standard Chartered Bank, as sole arranger, in respect of the US$481 million securitisation of Korean Air’s ticket sales on routes between Japan and Korea. Korea Finance Corporation provided extra protection in the form of an almost US$500 million credit facility whilst Korea Development Bank provided an interest rate swap. The securitisation is a re-issuing of the 2007 Korean Air transaction and represents the largest Asian airline receivables securitisation to date. Partner Neil Campbell led the deal.
Stamford Law Corporation is advising China Sonangol International (S) Pte Ltd (China Sonangol) in respect of its US$250 million investment, through a mixture of equity and debt, in Asia Petroleum Hub Sdn Bhd (APH), a company mandated by the Government of Malaysia to develop and operate an oil terminal facility in the south of Malaysia. On completion of the investment, China Sonangol is expected to become the new 40 per cent shareholder of APH and shall also be entitled to utilise the oil storage facilities on the development. Director Yap Wai Ming leads the transaction.
Stamford Law Corporation is advising China International Fund, through GDC Infrastructure SA, in respect of its investment in various infrastructure projects, including hydroelectric dams, roads, railways, social housing, power plants and water infrastructure, as a strategic partner in a mining project that will start with setting up a national mining company in Guinea. Director Yap Wai Ming also leads the transaction.
Stephenson Harwood has advised AirAsia, Asia’s largest low cost carrier by fleet size and passengers carried, in respect of a US$544 million ECA financing transaction which represents the largest European Export Credit supported aircraft financing in Malaysia last year. BNP Paribas was the lead arranger and lender in the transaction. Paul Ng, the firm’s global head of aviation, led the transaction.
The Singapore office of Watson, Farley & Williams LLP has acted as English counsel to BNP Paribas India and Singapore offices, as arranger, in respect of a US$12.75 million limited recourse term loan facility for a Swiss trading company. The one-year facility will be used to finance an advance payment to an Indian iron ore producer located in the Goa region. The firm’s advisory team was led by partner Josh Clarke.
The Singapore office of Watson, Farley & Williams LLP has also acted as English law legal counsel to a syndicate of six Vietnamese banks, led by PetroVietnam Finance Corporation and Vietnam Commercial Bank for Industry and Trade, in respect of the US$227 million financing of an FPSO for the Chim Sao field in offshore Vietnam. The borrower is a Singapore incorporated company and the majority of the project and finance documentation was governed by English law. The deal represents the first US dollar facility provided by Vietnamese banks to an overseas company. The firm’s advisory team was led by partner Mehraab Nazir.
Weerawong, Chinnavat & Peangpanor Ltd has acted for Preuksa Real Estate Plc, one on the top ten leading property developers in Asia, in respect of its issuance of THB5 billion (US$167m) unsecured and unsubordinated debentures, in which CIMB Thai Bank Plc, KASIKORNBANK Plc and Bangkok Bank Plc acted as underwriters. The transaction, which closed on 5 November 2010, was led by partner Chinnawat Thongpakdee.
Weerawong, Chinnavat & Peangpanor Ltd has also represented Charoen Pokphand Foods Plc, the leading agro-industrial and foods conglomerate and the largest company in the agribusiness sector on the Stock Exchange of Thailand, in respect of its issuance of THB8 billion (US$267m) unsecured and unsubordinated debentures. Bank of Ayudhya Plc acted as the underwriter. The transaction, which closed on October 2010, was also led by partner Chinnawat Thongpakdee.
WongPartnership LLP has acted as Singapore counsel for LTX-Credence Corporation, a global provider of automatic test equipment solutions listed on the NASDAQ, in respect of its US$424 million proposed merger with Verigy Ltd, a provider of advanced semiconductor test systems and solutions which is incorporated in Singapore and listed on the NASDAQ. Partners Andrew Ang, Elaine Chan and Owyong Eu Gene acted on the matter.
WongPartnership LLP has also acted for Keppel Land Limited (Keppel) in respect of the issue of S$500 million (US$380m) in aggregate principal amount of 1.875 per cent convertible bonds due 2015. The bonds are convertible into ordinary shares of the company and its initial conversion price represents Keppel’s highest price level in more than three years. Partners Hui Choon Yuen and Tan Kay Kheng acted on the matter.