Deals – 9 July 2014

Allen & Gledhill has also advised Keppel Land Ltd, Alpha Core-Plus Real Estate Fund and their asset holding company DL Properties Ltd in respect of the S$550 million (US$441.38m) divestment of the office building Equity Plaza at 20 Cecil Street, Singapore to Plaza Ventures Pte Ltd, a joint venture company held by GSH Properties Pte Ltd, TYJ Group Pte Ltd and Vibrant DB2 Pte Ltd. Partners Penny Goh and Tan Boon Wah led the transaction.

AZB & Partners has advised ICICI Venture Funds Management Company Ltd (ICICI Venture) and India Advantage Fund-S3 I, a fund managed by ICICI Venture, in respect of India Advantage’s acquisition of equity shares constituting 28 percent of the paid up share capital of Krishna Institute of Medical Sciences Ltd (KIMS). The transaction, valued at approximately US$36 million, comprised of a primary subscription to KIMS shares, as well as a secondary acquisition of KIMS shares from existing investors. Partner Darshika Kothari led the transaction which was completed on 26 June 2014.

AZB & Partners has also advised the Asian Development Bank in respect of its acquisition of a certain stake for up to US$50 million in the share capital of Welspun Renewables Energy Private Ltd, an India-registered company engaged in the development of renewable energy technologies for generation of solar, bio–mass and hydro wind energies. Partners Gautam Saha and Shuchi Sinha led the transaction which was completed on 19 June 2014.

Baker & McKenzie is advising DB Trustees (Hong Kong) Ltd as trustee of New Century Real Estate Investment Trust (New Century REIT) in respect of New Century REIT’s proposed acquistion of Songjiang Hotel, a 5-star hotel located in the Songjiang District of Shanghai, for RMB700 million (US$112.83m). The acquisition would be the first for New Century REIT since its IPO. Partner Milton Cheng, head of the REIT practice in Hong Kong/China, led the transaction which is subject to unitholder approval and other conditions.

Clifford Chance has advised Kasikornbank in respect of the financing of four solar PV rooftop projects developed by Gunkul Engineering Public Company Ltd. The projects are owned by WHA Corp Public Company Ltd and Gunkul Engineering Public Company Ltd. Each project is located on the rooftop of an existing warehouse of WHA Corp. Finance partner Joseph Tisuthiwongse led the transaction which is the first such financing in Thailand.

Davis Polk has advised JP Morgan Securities LLC and Citigroup Global Markets Inc as representatives of the underwriters in respect of Xunlei Ltd’s offering of approximately 7.3 million American Depositary Shares (ADSs), each representing five common shares of Xunlei. The underwriters exercised in full their over-allotment option to purchase an additional approximately 1.1 million ADSs. Priced at US$12.00 per ADS, the total proceeds of the offering was approximately US$100.95 million. The ADSs are listed on the NASDAQ Global Select Market. Xunlei is one of the top 10 largest Chinese internet companies, with an average of 300 million monthly visitors for the three months ended on 31 March 2014. Xunlei operates a powerful internet platform in China based on cloud computing to provide users with quick and easy access to digital media content through its core products and services, Xunlei Accelerator and the cloud acceleration subscription services. Partners James C Lin and Li He led the transaction. The underwriters were advised by Fangda Partners as to PRC law. Xunlei was advised by Skadden, Arps, Slate, Meagher & Flom as to New York State and US federal laws, Zhong Lun Law Firm as to PRC law and Maples and Calder as to Cayman Islands law.

Deacons has advised Silver Empire Holdings Ltd in respect of its subscription of convertible bonds issued by HKSE Main Board listed Wing Lee Holdings Ltd. Partner Ronny Chow led the transaction which was valued at HK$99.84 million (US$12.9m).

Deacons is also advising Broad Greenstate International Company Ltd, the second landscape architecture service provider seeking a Main Board listing in Hong Kong, in respect of its IPO which is expected to raise up to approximately HK$436.5 million (US$56.32m), subject to the exercise of over-allotment option, for Broad Greenstate and the selling shareholders. Broad Greenstate is an integrated landscape architecture service provider focussing on major urban landscape projects across China. Broad Greenstate is expected to be listed on the Main Board of the HKSE on 11 July 2014. Kim Eng Securities (Hong Kong) Ltd is the sole sponsor and one of the joint global coordinators. The other joint global coordinator is BOCOM International Securities Ltd. Partner Ronny Chow is also leading the transaction. Morrison & Foerster is advising the underwriters.

Gadens has acted for NYSE-listed and POMSoX- listed InterOil Corp in respect of the sale of the group companies that held its Papua New Guinean oil refinery and petroleum products distribution businesses to Singapore-based Puma Energy Group for US$525.6 million. The downstream businesses include the Napa Napa refinery in Port Moresby which processes about 28,000 barrels a day, as well as 52 service stations and 30 fuel depots, terminals and aviation sites. The firm concurrently advised InterOil in respect of a US$300 million syndicated, senior secured capital expenditure facility through a consortium of banks. The consortium comprised Credit Suisse, Commonwealth Bank of Australia, Westpac Bank, Australia and New Zealand Banking Group, Bank of South Pacific, BNP Paribas, UBS AG, Macquarie Capital Group, The Bank of Tokyo-Mitsubishi UFJ and Societe Generale. Sydney head of corporate Charles Cowper and Sydney Banking & Finance partner Helen Ord led the transaction.

J Sagar Associates has advised Archean Salt Holdings in respect of availing INR135 crores (US$22.58m) credit facility from Kohlberg Kravis Roberts (KKR). Archean Group is a privately held business conglomerate with diversified business interests in high growth sectors, including mining and minerals, industrial salt, shipping, building materials, oil and gas services, industrial chemicals and fertilisers. The group identified the rising demand for industrial salt 15 years ago and set up capacities in Kutch to save on transport costs. The industrial salt business is being carried out through three companies – Jakhau Salt Co, Bharath Salt Refineries Ltd and Archean Chemicals. The company is expanding its industrial salt capacities at Kutch in Gujarat by 3 million tonnes per annum. Partner Aarthi Sivanandh led the transaction. KKR was represented by Luthra and Luthra.

J Sagar Associates has also advised Toyota Tsusho Corp, Secom Company Ltd and Takshasila Hospitals Operating Private Ltd (THOPL) in respect of the investment by JBIC into THOPL. THOPL operates Sakra World Hospital and has Toyota Tsusho, Secom and its affiliates and the Kirloskar group as joint venture partners. JBIC’s investment was for INR63 crores (US$10.54m) for which CCPS were issued to JBIC. The deal involved structuring, negotiation and finalising the investment agreement as well as the existing shareholders agreement among Toyota Tsusho, Secom and Kirloskar group. Partners Vivek Chandy and Raj Ramachandran led the transaction. JBIC was represented by Ashurst and ILP.

Jones Day has advised JP Morgan India, CLSA India, Axis Capital, Edelweiss Financial Services and Macquarie Capital (India) in respect of an US$800 million qualified institutions placement (QIP) of equity shares under Section 4(a)(2) and Regulation S of the US Securities Act of 1933 of Reliance Communications Ltd, one of India’s largest telecommunications company. The QIP is the biggest by a non-state owned company in India’s financial history. Head of India practice partner Manoj Bhargava led the transaction.

Khaitan & Co has advised Wisely Pte Ltd, part of Keppel Land of Singapore; RSJ Developers Pvt Ltd, part of Magus Estates & Hotels Ltd (subsidiary of Asian Hotels (North) Ltd of the Jatia Group); and Puravankara Group Bengaluru in respect of the sale of their entire 100 percent shareholding in Keppel Magus Development Pvt Ltd to BMS Realty Pvt Ltd, a joint venture among the Sureka Group, Merlin Group and JB Group (Bachhawats), for approximately US$15 million. Keppel Magus, a company incorporated in India, has a major land holding in New Town, Kolkata having approximately 99,983 sq ft. of land where it is building a housing project named the Elita Garden Vista. Arindam Sarkar and Sucharita Basu led the transaction.

Khaitan & Co has also advised Tosher Gusti Hormusjee and Radhika Hormusjee as the promoters and GW Precision Tools India Private Ltd in respect of the sale of the entire promoters shareholding totalling 25 percent of the paid up capital of GW Precision Tools to Günther Wirth Hartmetallwerkzeuge GmbH & Co KG, and the sale of the entire shareholding of the promoters totaling 10 percent of the paid up capital in Eifeler India Coating Centre Private Ltd to GW Precision Tools. Set up in Bangalore, GW Precision Tools is a part of Günther Wirth Group Worldwide. They manufacture the entire range of high performance solid carbide drills, end mills and reamers in standard and special custom designs. Partner Rajiv Khaitan led the transaction.

Latham & Watkins has advised Banque Saudi Fransi, a leading lender in Saudi Arabia, in respect of its SAR2 billion (US$533.28m) Tier II sukuk issuance through a private placement in the Kingdom of Saudi Arabia. The Shari’ah-compliant sukuk will be used by Banque Saudi Fransi for Tier II regulatory capital purposes and will support future growth of the bank. Partner Harj Rai led the transaction.

Latham & Watkins has also advised Fawaz Abdulaziz Al Hokair & Co, the retail arm of the Al Hokair Group of Companies, in respect of a SAR1.5 billion (US$400m) Shari’ah-compliant financing which comprised a SAR1 billion (US$266.64m) murabaha financing and a SAR500 million (US$133.3m) sukuk issuance. Samba Financial Group acted as documentation bank on the murabaha financing whilst Samba Capital & Investment Management Company acted as the lead manager and book-runner on the sukuk issuance. Office managing partner Salman Al-Sudairi led the transaction which represents the first sukuk issuance by Fawaz Abdulaziz Al Hokair.

Luthra & Luthra has advised Lanco Group in respect of the divestment of its 100 percent stake in a 70 MW hydro power project in Chamba district of Himachal Pradesh to Tejassarnika Hydro Energies Private Ltd, a subsidiary of Hyderabad-based Greenko Energies Private Ltd. The Lanco Group also executed an MOU with Greenko Energies to divest two smaller hydro power plants of 5 MW each located in the Kangra district of Himachal Pradesh. Partner Pranjal Bora led the transaction.

Majmudar & Partners has represented Carnival Films Private Ltd in respect of the acquisition of 100 percent equity stake of HDIL Entertainment Private Ltd, the multiplex business arm of HDIL, for INR105 crores (US$17.5m). Carnival Cinemas, headquartered in Mumbai, Maharashtra, operates multiplexes across India. Partner Rukshad Davar led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Xunlei Ltd, a Shenzhen-based Chinese video service provider, in respect of its IPO of approximately 7.3 million American depositary shares (ADSs), each ADS representing five common shares of Xunlei, on the Nasdaq Stock Exchange. The IPO closed on 27 June 2014. The ADSs were priced at US$12 each and the offering raised approximately US$88 million. Xunlei is one of the top 10 largest Chinese internet companies, as measured by user base, and the number one acceleration product provider in China, as measured by market share in March 2014. JP Morgan Securities LLC and Citigroup Global Markets Inc acted as lead underwriters. Partner Greg Knowles led the transaction. Skadden, Arps, Slate, Meagher & Flom acted as US counsel to Xunlei whilst Davis Polk & Wardwell advised the underwriters.

Mayer Brown JSM has advised Shanghai Fosun Pharmaceutical Group (Fosun Pharma) in respect of its acquisition of a 37 percent interest in miacom Diagnostics GmbH in Düsseldorf as well as on the conclusion of a cooperation agreement. Shanghai-based Fosun Pharma is a leading healthcare company in China. Established in 1994, it has been listed on Shanghai Stock Exchange since August 1998. Fosun Pharma develops, produces and distributes pharmaceuticals, healthcare services, diagnostic products and medical devices. Miacom Diagnostics, established in 2006, specialises in medical tests for the detection of pathogens causing infections such as sepsis and pneumonia. Corporate partners Carsten Flaßhoff, Dr Marco Wilhelm and Betty FK Tam and public law partner Dr Marius Boewe led the transaction.

Minter Ellison has advised Asaleo Care Ltd in respect of its IPO of shares and listing on the ASX. The IPO raised approximately A$655.8 million (US$614m) and the company’s market capitalisation on listing was approximately A$1.1 billion (US$1b). The deal is reportedly Australia’s second -largest IPO to date this year and the largest Asia Pacific forestry and paper sector IPO on record. Asaleo Care is a leading personal care and hygiene company which manufactures, markets and distributes consumer products across the feminine hygiene, incontinence hygiene, baby hygiene, consumer tissue and professional hygiene product categories and has operations throughout Australia, New Zealand and Fiji. Private Equity & Capital Markets partner Jeremy Blackshaw, supported by partners Bart Oude-Vrielink and Daniel Scotti, led the transaction whilst Minter Ellison Rudd Watts, the firm’s associated firm in New Zealand, advised on New Zealand law and Sullivan & Cromwell advised on US law. Herbert Smith Freehills advised the joint lead managers whilst Skadden, Arps, Slate, Meagher & Flom advised on US law.

Norton Rose Fulbright has advised Albaraka Türk Katılım Bankası A.Å (Albaraka Turk) in respect of its issuance of US$350 million certificates due 2019. The sukuk, while backed by the credit of Albaraka Turk as obligor, was issued by Bereket Varlık Kiralama A.Å, an asset leasing corporation established in Turkey pursuant to the Lease Certificate Communiqué in Turkey. The sukuk represents Albaraka Turk’s second international sukuk issuance following the issuance of their Tier 2 sukuk in 2013, on which the firm also advised. The joint lead managers were Emirates NBD Capital Ltd, Nomura International plc, QInvest LLC and Standard Chartered Bank. Partner Gregory Man led the transaction whilst Somay Hukuk Bürosu advised on Turkish law. Clifford Chance and Yegin Çiftçi Attorney Partnership advised the managers on English law and Turkish law, respectively. Clifford Chance also advised BNY Mellon Corporate Trustee Services Ltd as representative.

Sidley Austin has advised Yida China Holdings Ltd in respect of its HK$1.42 billion (US$183.2m) IPO of 580 million shares on the HKSE which listed on 27 June 2014. Yida China is a leading business-park developer and operator in China. Partners Constance Choy, Sherlyn Lau and Jason Kuo led the transaction.

Skadden is advising 21Vianet Group Inc, the largest carrier-neutral internet data centre services provider in China, in respect of its offering of RMB2 billion (US$322.4m) 6.875 percent bonds due 2017, concurrently with an offer to purchase RMB1 billion (US$161.2m) 7.875 percent bonds due 2016 and the related consent solicitation. Both the 2016 bonds and 2017 bonds are listed on the SGX. Barclays acted as the sole global coordinator, book-runner and lead manager. Hong Kong corporate partners Julie Gao, Jonathan Stone and Will Cai led the transaction.

Skadden has also advised Ourgame International Holdings Inc in respect of its US$107 million global offering and listing on the HKSE on 30 June 2014. Ourgame is a leading online card and board game developer and operator in China with over 396 million registered players for its PC games and over 51 million registered players for its mobile games. In addition to offering over 200 popular online games, Ourgame also holds physical tournaments inside and outside of China, including World Poker Tour events and the upcoming 14th World Bridge Series Championships. Corporate partners Christopher Betts and Will Cai led the transaction.

Stamford Law has acted as Singapore counsel to SGX Mainboard listed Global Invacom Group Ltd in respect of its admission to trading on the AIM Market of the London Stock Exchange. Global Invacom is the first SGX Mainboard listed company to be simultaneously listed on AIM. Global Invacom is an established supplier of satellite communications technology to established broadcasters, such as BSkyB, DISH and EchoStar, with manufacturing plants in China, the UK and Malaysia. In conjunction with the AIM admission, Global Invacom raised £10.80 million (US$18.53m) in a placing to institutional and other investors in the UK. Director Yap Lian Seng led the transaction.

Walkers has acted as Cayman Islands counsel to International Airfinance Corp (IAFC) in respect of the establishment of a Shariah-compliant aircraft leasing fund to be managed by IAFC, with Airbus and the Islamic Development Bank as anchor investors and strategic partners. Quantum Investment Bank and Palma Capital Ltd have been retained as the exclusive placement agents to the fund. The targeted size of the fund is US$5 billion which will be raised through a combination of equity and debt. US$1 billion is targeted to be raised through equity, with Airbus and the Islamic Development Bank as anchor investors. The fund will operate according to Shariah principles and will purchase and lease new and second hand aircraft which will be leased to carriers in the Gulf Cooperation Council and Organization of Islamic Conference member countries. Partner Daniel Wood led the transaction. Bird & Bird acted as international legal counsel to the investment manager whilst Clifford Chance advised Airbus as an investor in the fund.

Weerawong, Chinnavat & Peangpanor has represented Great Pacific Properties Ltd, a subsidiary of TCC Land International Ltd, and its affiliates in respect of the US$818 million financing transaction with Sumitomo Mitsui Banking Corp in relation to the establishment of the newly incorporated Thai property fund, namely Thai Hotel Investment Freehold and Leasehold Property Fund, for purchasing real estate properties in prime tourist areas in Bangkok and other provinces, such as Phuket, Samui and Chiang Mai. Partner Passawan Navanithikul led the transaction

Wong & Partners and Baker & McKenzie. Wong & Leow, respectively the Malaysia and Singapore member firms of Baker & McKenzie International, have acted as domestic and international counsels, respectively, to Icon Offshore Bhd (ICON), the largest pure-play offshore support vessel (OSV) provider in Malaysia, in respect of its RM945 million (US$296.73m) IPO on Bursa Malaysia on 25 June 2014. ICON is a subsidiary of Ekuiti Nasional Bhd (Ekuinas), a government-owned private equity fund which owns 88 percent of the company. This is the first IPO of a portfolio company owned by Ekuinas. Wong & Partners partner Munir Abdul Aziz led the team in Kuala Lumpur whilst partner Ashok Lalwani led the team from Baker & McKenzie.Wong & Leow in Singapore. Albar & Partners advised Maybank Investment Bank Berhad, the managing underwriter, joint book-runner and joint global coordinator. Clifford Chance advised BNP Paribas Malaysia Berhad and Credit Suisse (Singapore) Ltd as the joint book-runners and joint global coordinators.

WongPartnership has acted for International Group of Entrepreneur Co Ltd in respect of its joint venture with Daewoo International Corp for the construction of Daewoo Amara Lotte hotel in Yangon, Myanmar. Partners Low Kah Keong, Christy Lim and Ian de Vaz led the transaction.

WongPartnership has also acted for WDC Development Pte Ltd, a wholly-owned subsidiary held indirectly by Shimizu Corp, in respect of its joint venture with CityDC Pte Ltd, a wholly-owned subsidiary of CitySpring Infrastructure Trust, to establish and operate a joint venture company, DataCentre One Pte Ltd, which will construct and develop a data centre to be leased to 1-Net Singapore Pte Ltd after completion. Partners Ong Sin Wei, Tan Teck Howe, Christy Lim, Felix Lee and Serene Soh led the transaction.