Deals – 9 July 2009

Allen & Gledhill LLP has also advised the joint placement agents and the joint lead managers JP Morgan (SEA) Limited and ABN AMRO Bank NV, Singapore branch, in respect of the launch by Yanlord Land Group Limited (Yanlord) of a concurrent placement of 110 million new shares and up to S$375 million (approx US$256.5m) convertible bonds, and the sale by Yanlord Holdings Pte Ltd, a substantial shareholder of Yanlord, of 10 million ordinary shares. The placement of the new shares and sale of the ordinary shares were completed on 23 June 2009 and raised gross proceeds of S$249.6 million (approx US$170.7m). The largest dual offering of equity and convertible bonds in Singapore this year, the combined proceeds are anticipated to reach S$624.6 million (approx US$427.2m). Partners Tan Tze Gay and Rhys Goh led the firm’s team.

Offshore firm Appleby has acted as Bermuda counsel for Bain Capital (Bain) in respect of its investment in GOME Electrical Appliances Holding Limited, the leading retailer of household appliances and consumer electronics products in China. In addition to Bain’s investment, which was by way of subscription of convertible bonds with an aggregate principal amount of US$233 million, it has also underwritten GOME’s open offer to raise an additional US$198.31 million and will nominate three non-executive directors to GOME’s 11-member board. After trading of GOME shares on the Hong Kong Stock Exchange resumed on 23 June 2009 (having been suspended for almost seven months) and following the announcement of this deal, the share price of GOME rose by 70 percent. Corporate partner Judy Lee led the firm’s team.

AZB & Partners has had a busy month advising the International Finance Corporation (IFC) in respect of three separate financings, with partner Gautam Saha leading the firm’s advisory teams on each occasion. Firstly, the firm has advised the IFC in respect of its of its ECB financing in the amount of US$15 million to Dishman Pharmaceuticals and Chemicals Limited. The sum is to be used, amongst other things, to finance the construction of a high potency, active pharmaceutical ingredient manufacturing facility in India and to invest in the construction of a greenfield active pharmaceutical ingredient manufacturing plant in China. Secondly, the firm also advised the IFC in connection with its US$15 million ECB financing to WaterHealth India Private Limited, which will be used to set-up water centres across villages in India to supply portable water to village residents. Thirdly, the firm has advised the IFC in relation to its foreign currency financing, in an aggregate amount of US$50 million, of Indian publically listed company Apollo Hospitals Enterprise Limited (AHEL). The financing, split between ECBs valued at US$35 million and US$15 million in the form of FCCB’s, will be used to fund hospital expansion projects and establish Apollo Reach Hospitals in Tier II cities.

Baker & McKenzie.Wong & Leow has advised one of the largest privately held conglomerates in Hong Kong, the Nan Fung Group (NFG), in respect of its investment in Singapore’s South Beach Project (the Project). Construction of the development, which is to be located opposite the iconic Raffles Hotel in Singapore and which will comprise offices, luxury hotels, retail spaces and residences, is due to start in 2010 and be completed by 2016. NFG provided mezzanine financing for the Project through subscribing for S$205 million (approx US$140.4m) five year secured convertible notes. Angela Lim led the legal team advising NGF.

Baker & McKenzie has advised the Gandel Group in its A$75m (approx US$58.9m) cornerstone investment in the Charter Hall Group. Partner Craig Andrade led the firm’s team in advising on the investment which comprised of three elements: a subscription for A$30 million of securities in the Group under a placement and underwriting of an entitlement offer; an acquisition of up to A$30 million of securities in the Group’s wholesale Core Plus Office Fund; and a subscription for up to A$15 million of securities in the Group’s wholesale Special Situations Fund. Partners Mark McNamara, Lewis Apostolou, David Jones and Costa Koutsis were also involved.

Clifford Chance has advised Tourism Development & Investment Company PJSC (TDIC) in relation to its Global Medium Term Note Programme, established on 24th June 2009, which will enable TDIC to raise finance to fund general corporate activities. The inaugural issuance of Notes, admitted to trading on the London Stock Exchange, took place on 2nd July by way of a 5-year Note with an aggregate principal amount of USD$1 billion. BNP Paribas, Citigroup Global Markets Limited, HSBC Bank plc and Standard Chartered Bank acted as arrangers and dealers of the programme, in addition to fellow dealers Abu Dhabi Commercial Bank PJSC and National Bank of Abu Dhabi PJSC. With support and assistance from the GSSC unit in Delhi, the firm’s UAE offices were led by partner Debashis Dey whilst the firm’s US team was led by partner Michael Dakin. The arrangers and dealers were represented by Linklaters and Maples & Calder represented the newly established Cayman Islands issuer and subsidiary of TDIC.

Debevoise & Plimpton LLP has advised The Carlyle Group, one of the world’s largest private equity firms with more than US$84.5 billion under management, in closing its fourth Asian growth capital fund, Carlyle Asia Growth Partners IV. The sector-agnostic fund has grown to become one of the largest growth capital platforms in Asia, investing in high growth private companies with strong local management and leading market positions in China, India, Korea and other key Asian markets. The firm’s team was led by partners Erica Berthou and Peter Schuur.

DLA Philips Fox has advised Mega Uranium Ltd on its sale of 35 percent of the Lake Maitland uranium resource (the Project) to the Japan Australia Uranium Resources Development Co Ltd (JAURD), a Japanese company mandated to acquire uranium resources in Australia, and to ITOCHU Corporation (ITOCHU), one of the world’s largest uranium trading houses. The buyers now hold 90 percent and 10 percent of the stake sold respectively. Mega, JAURD and ITOCHU have also entered into a joint venture in relation to the Project. The proceeds raised from the sale, valued at US$49 million, and the joint venture will allow the Project to advance to the production stage of an estimated 23.7 million pounds of uranium. Perth-based partner Richard Homsany led the firm’s team in negotiating the agreement, with negotiations taking place in Australia and Japan due to the localities of the parties involved.

Hebert Smith LLP, together with associated Indonesian firm Hiswara Bunjamin & Tandjung (HBT), has advised BP on the sale of its wholly-owned subsidiary, BP West Java Limited (BPWJ), to Indonesian state-owned oil and gas company PT Pertamina. BPWJ holds a 46 percent participating interest in, and is the operator of, the Offshore North West Java production sharing contract, which supplies gas for power generation and industrial, commercial and residential consumption in the greater Jakarta area. The sale was valued at US$280 million. Supported by Paul Griffin from London, the firm’s team was led by Richard Nelson (Singapore) and David Dawborn (Indonesia), with HBT energy partner Mira Fadhya also involved. Jones Day acted as international counsel to Pertamina whilst Wiriandata & Saleh advised the buyer as to Indonesian law.

Herbert Smith LLP has also advised herbal shampoo maker BaWang International (Group) Holding Limited (BaWang) on its HK$1.67 billion (US$215 million) Hong Kong IPO and Rule 144A / Reg S global offering. Listed on 3 July 2009, the IPO consisted of an aggregate of 700 million offer shares and as a result of strong demand and first day trading performance, the underwriters exercised the greenshoe at the end of first day trading, bringing total proceeds to US$247 million. Based in Southern China, BaWang expects to use proceeds for brand promotion, research and development, and business expansion in the region. Led by partners John Moore, Kevin Roy and Gary Lock, the firm advised BaWang on Hong Kong and US law, whilst King & Wood acted as BaWang’s PRC counsel. Led by Beijing-based managing partner Chris Wong and US (Hong Kong-based) partner Calvin Lai, Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel to the joint bookrunners, joint lead managers and joint sponsors HSBC and Morgan Stanley (Asia), with Commerce & Finance Law Offices advising on PRC matters.

Latham & Watkins has represented sole bookrunner DSP-Merrill Lynch Limited in respect of the QIP equity share issue by Indian sugar manufacturer Shree Renuka Sugars Ltd (Shree). As a result of the issuance, in which shares were priced at INR 137, Shree has raised the equivalent of US$105 million. London-based partner Christopher McFadzean led the firm’s team, together with Singapore partners Rajiv Gupta and Michael Sturrock.

Mallesons Stephen Jaques has acted as Australian counsel to James Hardie Industries SE (James Hardie) in respect of the company’s move to domicile in Ireland. Development of the transaction structure required assessment of the current limitations on James Hardie as a Dutch public company, and the methods available for changing its corporate domicile and their feasibility under Australian, Dutch and US laws. James Hardie will be the first Societas Europaea (SE) to be listed on the Australian Stock Exchange, and in advising on the transaction, key partners Tim Blue, Yuen-Yee Cho and Greg Hammond had to take into account the suitability of an Irish SE as holding company of a major global building products group with operations primarily in North America and Asia Pacific, and with securities traded on both ASX and NYSE.

Melli Darsa & Co has advised PT Multimedia Nusantara, a wholly owned subsidiary of PT Telekomunikasi Indonesia Tbk (TELKOM), in respect of its acquisition from PT Elnusa Tbk of 49 percent of the total issued shares in PT Infomedia Nusantara (Infomedia), a leading provider in the telecommunication and information services industry in Indonesia. TELKOM holds 51 percent of shares in Infomedia and the acquisition was carried out as part of its exercising its right of first refusal over the shares in Infomedia. The transaction was completed at the end of June 2009. Partner Sugianto Osman led the firm’s team.

Melli Darsa & Co has also advised PT Indika Energy Tbk in respect of its acquisition of 81.95 percent of shares in PT Petrosea Tbk (PT), owned by Clough International Singapore Pte Ltd, a wholly owned subsidiary of the publically listed, Australian-based engineering, construction and asset support contractor Clough Limited. In advising on the transaction, which was completed on 6 July 2009, the firm’s team was led by partners Melli Darsa and David Siahaan.

O’Melveny & Myers LLP has represented the sole bookrunning manager Piper Jaffray & Co in respect of the US initial public offering of Duoyuan Global Water Inc (Duoyuan), the Beijing-based leading domestic water treatment equipment supplier. Oppenheimer & Co Inc and Janney Montgomery Scott LLC were the co-managers of the offering which, valued at US$101.2 million, consisted of more than 6 million American Depositary Shares (ADS) at US$16 per share and an over-allotment option which was exercised in full. The firm’s team was led by Shanghai partner Kurt Berney.

O’Melveny & Myers LLP has also represented joint bookrunners Credit Suisse and Citigroup in connection with the US$73 million initial public offering of Chemspec International Limited (Chemspec), a leading China-based contract manufacturer of highly engineered specialty chemicals and the largest manufacturer by sales of fluorinated specialty chemicals in China. Oppenheimer & Co Inc and Piper Jaffray & Co were the underwriters of the offering, under which Chemspec offered more than 8 million ADS and the selling shareholders offered over 1.75 million shares. Under of the terms of the offering, the underwriters have a 30-day option to purchase additional ADS to cover over-allotments. The firm’s team was led by Shanghai partner Portia Ku.

Orrick Herrington & Sutcliffe LLP has represented the fastest-growing Chinese sportswear company, 361 Degrees International Ltd (361° ), in connection with its HK$1.8 billion (US$233 million) listing on the Main Board of Hong Kong’s Stock Exchange. The global initial public offering, including a U.S. Rule 144A placement, represents the second-largest Hong Kong IPO this year. 361°’s products are currently sold in more than 5,900 authorised retail outlets across China, Partners Edwin Luk and David Cho led the firm’s team in advising the company.

Stamford Law has advised GMR Infrastructure (Singapore) Private Limited (GMR), a Singapore subsidiary of GMR International, in relation to its acquisition of international power producer InterGen NV’s entire shareholding in Island Power Intermediary Pte Ltd (Island Power), a Singapore-based private electric power utility. Prior to the acquisition, which is valued at US$10 million and marks GMR’s direct entry into the Singapore energy market, the company was an indirect shareholder in Island Power through its 50 percent stake in InterGen NV. Directors Susan Kong and Marilyn Goh advised on the transaction.

Watson, Farley & Williams LLP has acted for Capital Intermodal Limited and its associated companies (the Capital Group) in the sale and transfer of the management rights of Capital Group’s 156,000 twenty-foot equivalent unit of container fleet to Textainer Group Holdings Limited (Textainer). Multiple jurisdictions including Hong Kong, the PRC, Germany, USA, Bermuda, Singapore, Netherlands and England were involved in the transaction which took effect on 1 July 2009. Partner Madeline Leong led the firm’s advisory team, with the Capital Group also receiving advice from the Shipping & Intermodal Investment Management team of DVB Bank’s Investment Management division.

Weil, Gotshal & Manges LLP has represented Massachusetts Mutual Life Insurance Company (MassMutual) in relation to its strategic collaboration with State Grid Corporation of China (State Grid) to jointly develop the life insurance business in China through Yingda Taihe Life Insurance Company (Yingda), a life insurance subsidiary of State Grid that was established in June 2007. Under the terms of the agreement, MassMutual will acquire a 19.9 percent equity stake in Yingda whilst State Grid and other shareholders will hold the remaining equity stake. The transaction was approved by the China Insurance Regulatory Commission on 27 May 2009. The firm’s team was led by Akiko Mikumo, the firm’s managing partner for Asia.

WongPartnership LLP has advised the standby purchasers Tecity Pte Ltd and Aberdeen Asset Management Asia Limited in respect of the renounceable underwritten rights issue of approximately S$158.43 million (approx US$108.5m) in aggregate principal amount of 2.5 percent convertible bonds due 2014. The manager and underwriter for the rights issue is Oversea-Chinese Banking Corporation Limited. Partners Ng Wai King, Long Chee Shan and Pong Chen Yih led the transaction.

WongPartnership LLP has also acted for Hua Sheng Holdings Pte Ltd, an indirect wholly-owned subsidiary of CapitaLand Limited, in its acquisition from HPL Properties (North Asia) Pte Ltd of a 17 percent beneficial interest in the registered capital of Shanghai Ning Xin Real Estate Development Co Ltd. Partner Quak Fi Ling led the transaction.

Additionally, WongPartnership LLP has advised Raffles Education Corporation Limited in relation to its completed placement of 160 million new shares. The placement raised gross proceeds of S$102.4 million (approx US$70.4million). Partners Raymond TONG and Karen YEOH led the transaction.