|Allen & Gledhill has advised Viva Industrial Trust Management Pte Ltd, as manager of Viva Industrial Real Estate Investment Trust (VI-REIT), and Perpetual (Asia) Ltd (formerly known as The Trust Company (Asia) Ltd), as trustee of VI-REIT, the borrower, in respect of the up to S$330 million (US$243.8m) senior secured transferable loan facilities. The proceeds will be used by VI-REIT to refinance its existing borrowings and finance general corporate funding purposes, capital expenditure, investments and acquisitions. Partners Margaret Chin, Ong Kangxin and Serena Choo led the transaction.
Allen & Gledhill has also advised DataCentre One Pte Ltd in respect of the development, design, construction and fitting out (and related matters) of a five-storey “built-to-suit” data centre. The data centre will be the first data centre focused on providing solutions for the media industry and will serve companies and enterprises that require stable, secure infrastructure and high power digitised content. Partners Tan Wee Meng and Sathiaseelan Jagateesan led the transaction.
Allen & Overy has acted for the Advisory Services unit of the International Finance Corp (IFC Advisory) in respect of the Ministry of Electric Power and the state-owned Myanmar Electric Power Enterprise signing of a power purchase agreement (PPA) with Sembcorp Myingyan Power Company Ltd, a subsidiary of Sembcorp Industries, in relation to the Myingyan independent power project (IPP). The 225 MW combined cycle gas-fired project is the first competitively awarded IPP to be developed in Myanmar. It will also be the first power project in Myanmar to benefit from multi-sourced project financing from development institutions (including the International Finance Corp and the Asian Development Bank) and international commercial lenders (including Clifford Capital, DBS Bank, DZ Bank and Overseas-Chinese Banking Corp), with debt and equity political risk coverage provided by the Multilateral Investment Guarantee Agency and the Asian Development Bank. The signing of the PPA for the project on 29 March 2016 represents the culmination of an extensive process of capacity building and knowledge sharing between the Myanmar Government and its commercial, technical and legal advisors, including IFC Advisory. Bangkok partner Stephen Jaggs led the transaction.
Ashurst has advised Dutch pension fund manager APG Asset Management as lead investor in respect of the formation of a Singapore-incorporated private investment fund managed by Godrej Properties. Godrej Fund Management, the newly-created real estate fund management arm of Godrej Properties, raised US$275 million from a small club of investors for its new residential investment platform. The platform will invest in FDI-compliant residential real estate projects in India, developed by Godrej Properties as a co-investor alongside the Singapore fund. Corporate (investment funds) counsel Dean Moroz and partner Rob Palmer led the transaction.
AZB & Partners has advised Delaware North Companies Gaming & Entertainment Inc in respect of its acquisition of 100 percent equity stake in Ruby Seven Studios Inc. Partners Darshika Kothari and Nandan Pendsey led the transaction which was completed on 29 February 2016.
AZB & Partners has also advised Tata Capital Healthcare Fund I, Tata Capital Growth Fund I, Beta TC Holdings Pte Ltd, Alpha TC Holdings Pte Ltd and HBM Private Equity India in respect of their acquisition of approximately 45 percent equity stake of Sai Life Sciences Ltd. Partner Ratnadeep Roychowdhury led the transaction which was completed on 10 March 2016.
Cadwalader, Wickersham & Taft has advised USUM Investment Group Hong Kong Ltd, the Hong Kong-based investment management arm of a company headquartered in Chongqing, China, in respect of its approximately HK$1.8 billion (US$232m) acquisition of the Chiho-Tiande Group Ltd, an HKSE-listed recycling company. The transaction, which closed on 15 February 2016, involved an unconditional mandatory general cash offer made by China Galaxy International Securities (Hong Kong) Co Ltd on behalf of USUM to acquire all of the issued shares and outstanding convertible bonds of the Chiho-Tiande Group Ltd. Corporate partners Michael Liu and Stephen Chan led the transaction.
Clayton Utz has acted for a consortium comprising of EMR Capital, Farallon Capital and partners in respect of its US$775 million acquisition of a 95 percent stake in Indonesia’s Martabe Mine from HKSE-listed G-Resources Group Ltd. The transaction represents one of the largest leveraged buy-outs of a gold-producing asset globally. The Martabe Mine is a major producing gold and silver mine in Asia and was the main asset of G-Resources Group prior to this transaction which was recently approved by shareholders of G-Resources Group in Hong Kong and then completed on 17 March 2016. Partner John Brewster led the transaction which positions EMR Capital as a significant resources private equity fund in the region.
Clayton Utz has also advised ASX-listed environment, waste management and industrial service provider Tox Free Solutions Ltd in respect of its acquisition of 100 percent of the shares in Worth Corp Pty Ltd, the owner of Worth Recycling Pty Ltd. The acquisition, which was announced on 21 March 2016, completed on 31 March 2016. The total cash consideration for the acquisition was A$70 million (US$52.9m), subject to adjustments. Perth corporate partner Mark Paganin led the transaction.
Clifford Chance has advised the joint global coordinators, consisting of BOCI Asia Ltd, ABCI Securities Company Ltd, CCB International Capital Ltd, Guotai Junan Securities (Hong Kong) Ltd, Haitong International Securities Company Ltd and AMTD Asset Management Ltd, in respect of the Bank of Tianjin’s US$949 million IPO. The bank sold 995.5 million shares at approximately US$0.95 each, and secured US$560 million in commitments from cornerstone investors. Bank of Tianjin is the only city commercial bank headquartered in Tianjin, one of the four municipalities in China. Partner Amy Lo and US securities partner Jean Thio, supported by partner Tim Wang, led the transaction.
Clifford Chance has also advised Standard Chartered Bank Principal Finance Real Estate (SCB PFRE) in respect of its up to US$73 million strategic investment in Chayora Holdings Ltd, a data centre project developer and operator in China offering large-scale, built-to-suit and high-performance data centres. SCB PFRE’s investment involves a direct equity stake of up to 19.5 percent in Chayora and the introduction of additional substantial long-term equity for the anchor data centres located within Chayora’s planned Tianjin and Hangzhou campuses. This commitment by SCB PFRE triggers matching equity from Chayora’s domestic strategic partners for these projects. The investment partnership between SCB PFRE and Chayora combines required capital, a wealth of global client relationships and China market expertise with a unique data centre campus-based platform that will support the needs of both international and premium domestic data centre users who require highly resilient, energy efficient, large scale built-to-suit data centres in China. Beijing partner Terence Foo led the transaction.
Colin Ng & Partners has represented, the lessee, a process heat transfer specialist technology company, in respect of the surrender of a leased prime site industrial building to Jurong Town Corp for more than US$10 million. The transaction, which completed on 31 March 2016, involved a back-to-back security redemption, escrow arrangement and complexities in title. Partner Kenneth Szeto led the transaction.
Colin Ng & Partners has also advised the existing shareholders of a Singapore-based industrial gas and logistics specialist company in respect of a strategic joint venture with a leading multinational gas company. The transaction involved a pre-closing restructuring of the Singapore and PRC subsidiaries involving share swaps and asset and staff transfers. Partner Kenneth Szeto also led the transaction which closed on 31 March 2016.
Cyril Amarchand Mangaldas has acted as the sole Indian and external counsel for GVK Group entity GVK Airport Developers Private Ltd in respect of: (a) carrying out bid process for private fund raising by potential sale of stake in its airport business; (b) conducting a vendor due diligence exercise on its airport assets; (c) execution of a share purchase agreement by its subsidiary for sale of 33 percent of the issued share capital of Bangalore International Airport Ltd to FIH Mauritius Investments Ltd and Fairbridge Capital (Mauritius) Ltd (both Mauritius-based entities and part of the Prem Watsa promoted Fairfax Group) for a purchase consideration of INR2,149 crores (US$322.5m). The share purchase agreement was executed on 28 March 2016 whilst closing is expected before 24 October 2016, subject to the process in the shareholders agreement and completion of other customary consents and approvals. Mumbai infrastructure & project financing partners L Viswanathan and Subhalakshmi Naskar, supported by Mumbai capital markets partner Gaurav Gupte and competition law partner Nisha Kaur Uberoi, led the transaction.
Cyril Amarchand Mangaldas has also advised HCL Technologies Ltd in respect of its acquisition of the IT-enabled engineering services, PLM (product lifecycle management) services and engineering design productivity software tools business of Geometric Ltd by way of a demerger pursuant to a composite scheme of arrangement and amalgamation. The proposed scheme provides for transfer of the entire IT-enabled engineering services, PLM services and engineering design productivity software tools business of Geometric to HCL by way of a demerger and, immediately following the demerger, the merger of the remaining undertaking of Geometric into 3DPLM Software Solutions Ltd, a joint venture between Geometric and Dassault Systems. Corporate partners Nivedita Rao and Smruti Shah, supported by Arun Prabhu, Harsh Kumar and Nisha Kaur Uberoi, led the transaction which is expected to close before 1 April 2017, subject to customary conditions and applicable regulatory approvals.
Davis Polk has advised the sole book-runner in respect of the Regulation S only offering by China Oceanwide International Financial Management Co Ltd, a wholly-owned subsidiary of China Oceanwide Holdings Group Co Ltd, of its HK$500 million (US$64.4m) 8.5 percent bonds due 2019. China Oceanwide is engaged in finance, real estate, electric power and energy, culture and media and capital investment businesses. Partners William F Barron and Paul Chow, supported by partner John D Paton, led the transaction.
Duane Morris & Selvam has advised First Myanmar Investment Co Ltd (FMI) in respect of the historic listing of its shares on the newly established Yangon Stock Exchange (YSX). FMI’s shares began trading on 25 March 2016, three months after the YSX was officially opened. FMI’s shares were the first to be listed on the YSX. FMI’s shares rose to close at 31,000 kyat (US$25.83), the upper limit for trading for the day after they were initially listed at 26,000 kyat (US$21.66). A total of 112,845 shares changed hands for a trading value of 3.5 billion kyat (US$2.9m). Based on the closing price, FMI’s share market capitalization is 727.88 billion kyat (US$606.5m). FMI is an investment holding company that owns shares in companies engaged in a number of diverse businesses in Myanmar. Its core businesses are in the financial services, real estate and healthcare sectors. FMI also has investments in companies engaged in the retail and tourism sectors and a company developing the Thilawa Special Economic Zone. Directors Jamie Benson (Singapore) and Mark D’Alelio (Yangon) led the transaction.
J Sagar Associates has advised Nielsen (India) Private Ltd in respect of the acquisition of the business of the mobile usage measurement and in-application measurement on smart devices of Informate Mobile Intelligence Private Ltd, a leading provider of mobile and smart devices usage measurement across key markets. Informate’s app acts as an on-device meter that helps to understand how consumers engage with their mobile and smart devices. Partner Sandeep Mehta led the transaction.
Khaitan & Co has advised Kotak Securities Ltd, ICICI Securities Ltd and Citigroup Global Markets India Private Ltd as the brokers in respect of the offer for sale through the stock exchange mechanism of approximately 9.75 million equity shares representing 5 percent of paid up equity capital of Container Corp of India Ltd (CONCOR) by the President of India, acting through the Ministry of Railways. CONCOR is a Navratna public sector undertaking under the Indian Ministry of Railways and is a leader in the field of multi modal transport in India with largest available network of state-of-the-art inter-modal terminals across the country providing unparalleled reach and penetration, combined with strong presence at almost all container handling ports. Executive director Sudhir Bassi and associate partner Madhur Kohli led the transaction.
Khaitan & Co has also advised VSK Holdings Private Ltd in respect of the sale of its entire stake in Takshasila Hospitals Operating Private Ltd to the existing joint venture partners – Toyota Tsusho Corp Japan and Secom Medical System Singapore Private Ltd. VSK Holdings is part of the Vikram Kirloskar Group, an Indian conglomerate headquartered in Bangalore. Partner Rajiv Khaitan associate partner Vinay Joy led the transaction.
Maples and Calder has acted as Cayman Islands counsel to Super Strong Holdings Ltd, a Cayman Islands company, in respect of its listing by way of placing of 240 million shares on the Growth Enterprise Market of the HKSE. The placing shares are offered at HK$0.33 (US$0.042) each with gross proceeds of approximately HK$79.2 million (US$10.2m) for the issuer. As a contractor in the Hong Kong construction industry, Super Strong Holdings is principally engaged in general building works and specialist building works in Hong Kong. Partner Jenny Nip led the transaction whilst Hui & Lam acted as Hong Kong legal counsel. CFN Lawyers acted as Hong Kong counsel to Innovax Capital Ltd and Yuanta Securities (Hong Kong) Company Ltd as the sole sponsor and the underwriter.
MinterEllison has advised HKSE-listed Legend Holdings Corp in respect of the completion of its 90 percent strategic investment in the Kailis Bros Australian wholesale, processing and export seafood business. With members of the Kailis family retaining 10 percent and significant day-to-day operational involvement, the deal highlights the benefit of China and Australia partnering in the agribusiness sector. Although Legend Holdings is best known for its IT business, headlined by its flagship brand Lenovo, its Joyvio agricultural arm is one of China’s biggest fruit companies. This strategic investment reflects Legend Holdings’ continuing commitment to expanding its agricultural business operations and the benefits that can flow from foreign partnership. Partner and China FDI group leader Adam Handley, supported by partner Gemey Visscher, led the transaction. Kailis Bros was advised by King & Wood Mallesons, led by partner and Perth corporate team head Nigel Hunt.
Norton Rose Fulbright has advised Plant Miner in respect of a A$3.5 million (US$2.65m) fundraising which closed on 2 March 2016. Plant Miner operates an online marketplace for sourcing hire equipment for mining and construction sites. The funds raised will initially be used to consolidate and expand the Australian and New Zealand operations of the business before it grows overseas. The fundraising sets the business up to significantly increase in scale before a potential capital raising or IPO. Partners Marshall Bromwich (Brisbane) and Nick Abrahams (Sydney) led the transaction.
Norton Rose Fulbright has also advised Objective Corp, a specialist provider of content, collaboration and process management solutions, in respect of its purchase of 100 percent of the shares in Onstream Systems, a New Zealand-headquartered company that specialises in the capture, collaboration and manipulation of large documents, complex drawings, maps and plans. Its flagship software “Trapeze” is operated by more than 2 million users based in over 2,000 global customers. Sydney partners Iain Laughland and Nick Abrahams led the transaction which was announced on 26 February 2016.
Paul Hastings has represented Ping An, a leading personal financial services group in China, in respect of raising a Chinese RMB fund and forming two joint ventures with Pacific Eagle (US) Real Estate Fund LP for the development of two US residential real estate projects in San Francisco and Malibu, California. Pacific Eagle (US) Real Estate Fund, Ping An’s joint venture partner, is a private equity fund co-sponsored by Great EagleHoldings Ltd, a leading Hong Kong property company with a long-term track-record in the US real estate market, and a wholly-owned subsidiary of China Orient Asset Management Corp, one of the four assets management companies approved by the PRC State Council. The deal marks the first time Ping An has raised an RMB fund from high net worth investors for investment in US residential development, and signals that Chinese private equity funds are following Chinese developers and insurers and are playing a more active role in both the global real estate market in general and the US development market in particular. Real estate partners David Blumenfeld and Paul Guan led the transaction.
Paul Hastings has also represented Bank of Tianjin, the only city commercial bank headquartered in Tianjin, in respect of its US$948 million global offering and IPO on the Main Board of the HKSE. BOCI Asia Ltd, ABCI Capital International and CCB International Capital Ltd acted as joint sponsors for the listing which marks the largest Hong Kong IPO by a Chinese bank since Shengjing Bank’s US$1.5 billion float in December 2014 and the first Hong Kong listing in 2016 to exceed US$500 million. Capital markets partners Raymond Li, Zhaoyu Ren and Edwin Kwok led the transaction.
Rajah & Tann Singapore is advising Shanghai Stock Exchange-listed Sinochem International Corp in respect of the S$847.7 million (US$626m) merger of GMG Global Ltd and Halcyon Agri Corp Ltd, both listed on the Main Board of the SGX. The merger is made by way of Sinochem making a pre-conditional manadatory general offer for the shares of Halcyon Agri, which on completion, will be followed by Halcyon Agri making a voluntary general offer for the shares of GMG Global and the privatisation of GMG Global. Sinochem will ultimately control Haclyon Agri, which will also be injected with natural rubber processing and trading businesses of Sincohem and become the world’s largest natural rubber company. Partners Danny Lim, Bernia Tan, Kala Anandarajah and Dominique Lombardi are leading the transaction which was announced on 28 March 2016 and is yet to be completed.
Simpson Thacher is representing KKR and the other selling shareholders in respect of the sale of all the shares of the Alliance Tire Group (ATG) to Yokohama Rubber Co Ltd for approximately US$1.2 billion. Closing of the transaction is subject to regulatory approvals and other necessary closing procedures. ATG has developed a highly specialized business in the manufacture and sale of tires for agricultural, industrial, construction and forestry machinery. ATG sells radial and bias tires for the aforementioned types of vehicles in 120 countries around the world, with a focus on the North American and European markets. Partner Katie Sudon led the transaction.
Sullivan & Cromwell is representing JP Morgan Asset Management (Asia) Inc (US) in respect of its sale of the India-based onshore fund schemes managed by JP Morgan Asset Management India Private Ltd and the international fund of funds to Edelweiss Asset Management Ltd (India). Corporate partner Chun Wei (Hong Kong) and intellectual property partner Nader A Mousavi (Palo Alto) are leading the transaction which was announced on 22 March 2016.
Thanathip & Partners has advised Banpu Public Company Ltd, Thailand’s largest coal producer, in respect of its proposed fund raising of approximately β13 billion (US$369m) via rights offering. Managing partner Thanathip Phichedvanichok led the transaction.
Thanathip & Partners has also advised L&P Property Company Ltd, a subsidiary of Land & Houses Public Company Ltd, one of Thailand’s largest real estate developers, in respect of the establishment and IPO of the real estate investment trust of the leasehold right in Grande Centre Point Hotel Terminal 21, namely LH Hotel Leasehold Real Estate Investment Trust, and the long-term lease of the hotel from L&H Property Company Ltd to the REIT and subsequent sub-lease from the REIT to L&H Hotel Management Co Ltd. The REIT, which is managed by Siam Commercial Bank Public Company Ltd as trustee and L&H Fund Management Company Ltd as REIT manager, was first traded on the Stock Exchange of Thailand on 22 December 2015. Capital markets head Chawaluck Sivayathorn led the transaction.
Trowers & Hamlins has acted as international counsel for BBK BSC in respect of its issue of BHD100 million (US$265.2m) perpetual subordinated contingent convertible additional tier 1 capital securities (callable 2 May 2021 and every five years thereafter) arranged by Securities & Investment Company (SICO). BBK is a leading financial services firm and one of the largest banking institutions in the Kingdom of Bahrain offering a broad range of advice, products and services. Proceeds of the issuance will be used by BBK for its general corporate purposes, supporting the bank in its three-year strategic plan and to help the bank meet the regulatory capital base required by the Central Bank of Bahrain (CBB) in line with Basel III capital adequacy requirements. The issue is the first of its kind in that there is a conversion to equity only option and no contractual write-down feature upon the occurrence of a non-viability event. BBK as the issuer has the option to convert the capital securities to equity on 2 May 2019 (year 3), 2 May 2020 (year 4) or 2 May 2021 (year 5). It is the first such AT1 instrument in the Kingdom of Bahrain to be approved by the CBB. The offer is scheduled to open on 3 April 2016 and closing is scheduled for 18 April 2016. The capital securities will be listed on the Bahrain Bourse. Partner Salman Ahmed, supported by partner Elias Moubarak, led the transaction.
Weerawong C&P has represented Secondary Mortgage Corp, a state-owned financial institution, in respect of the up to β5 billion (US$141.9m) offering secured, securitized and amortized bonds in which Kasikornbank Public Company Ltd and Bank of Ayudhya Public Company Ltd acted as underwriters. Partner Weerawong Chittmittrapap led the transaction.
WongPartnership is acting for Takashimaya Singapore Ltd in respect of its dispute with Ngee Ann City Development Pte Ltd over the proper construction of the parties’ agreements for rent review. Senior partner Alvin Yeo and partner Lim Wei Lee are leading the transaction.
WongPartnership has also acted as Singapore counsel to Berli Jucker Public Company Ltd (BJPCL) in connection with TCC Group’s US$3.5 billion acquisition of Big C Supercenter Public Company Limited, a hypermarket operator in Thailand with the majority stake owned by the Casino Group, through BJPCL. Managing partner Ng Wai King and Partners Annabelle Yip, Audrey Chng and Tan Shao Tong led the transaction.