Allen & Gledhill has advised Cromwell EREIT Management, as manager of Cromwell European Real Estate Investment Trust, on its IPO in Singapore. It is the first Pan-European Reit and first euro-denominated listing in Singapore and, with a market capitalisation of €865.69 million (US$1b), is the largest S-Reit listing since 2013.
AZB & Partners has advised Thomas Cook (India) on its Rs7.23 billion (US$112m) sale of 5.42 percent of the total paid-up equity share capital of Quess. Senior partner Ashwin Ramanathan and partners Bhavi Sanghvi and Lionel D’Almeida led the transaction, which was completed on November 23, 2017.
AZB & Partners has also advised Future Retail on its Rs6.5 billion (US$101m) acquisition of 100 percent of the total equity shares of Hypercity Retail India. Partner Rahul Rai led the transaction, which was completed on November 16, 2017.
Clifford Chance has advised Hong Kong-based investment holding company O Luxe Holdings on a US$60 million investor round in Divergent 3D, a Los Angeles-based company providing 3D printing technology to the automotive manufacturing sector. The Series B financing round also contains an additional investor option of US$40 million. Head of Asia Pacific partner Andrew Whan led the transaction.
Clifford Chance has also advised leading global airport operator VINCI Airports on the project agreement with Kobe City for the 42-year concession of Kobe Airport. VINCI teamed up with ORIX and Kansai Airports to participate in the bid. Partners Ross Howard and Yusuke Abe led the transaction.
Cyril Amarchand Mangaldas has advised ICICI Prudential Asset Management on the creation, launch and management of the BHARAT 22 ETF by the Department of Investment and Public Asset Management (Dipam), and Kotak Mahindra Capital, as adviser to Dipam on a Chinese wall basis. With an initial issue of Rs80 billion (US$1.24b), Bharat 22 ETF opened for subscription on November 14, 2017. The issue was over-subscribed four times and was later raised to Rs145 billion (US$2.25b). The issue closed on November 17, 2017 and listed in India on November 28, 2017. With the launch of the Bharat 22 ETF, Dipam has successfully divested shares of 22 public sector enterprises across sectors, including shares of Oil & Natural Gas Corporation, Coal India and Indian Oil Corporation, State Bank of India and Bank of Baroda. This ETF was announced by the Finance Minister in the budget speech for 2017-2018, after the successful launch of the CPSE ETF and its follow-on offers. Partner Shagoofa Rashid Khan (Mumbai) and Gokul Rajan (New Delhi) led the transaction.
Cyril Amarchand Mangaldas has also advised Indian Energy Exchange (IEE) and Tata Power, one of the selling shareholders, on IEE’s approximately Rs10 billion (US$155.3m) IPO, through an offer for sale by certain shareholders, of approximately six million equity shares. The offer constitutes 20 percent of IEE’s post-offer paid-up equity share capital. Axis Capital, Kotak Mahindra Capital and IIFL Holdings acted as book-running lead managers. The prospectus was filed on October 12, 2017, the allotment was on October 18, 2017 and the listing took place on October 23, 2017. Capital markets partners Yash Ashar (Mumbai), Gokul Rajan (New Delhi) and Gaurav Gupte (Mumbai) led the transaction, which was the first IPO by a power exchange in India. Shardul Amarchand Mangaldas & Co and Sidley Austin acted as the Indian counsel and international counsel, respectively, to the book-running lead managers. Nishith Desai & Associates acted as Indian counsel to certain selling shareholders, namely Lightspeed Venture Partners VIII Mauritius, Madison India Opportunities III, AFHoldings, Multiples Private Equity Fund, Multiples Private Equity Fund I, Aditya Birla Private Equity Trust A/c Aditya Birla Private Equity-Fund I and Aditya Birla Private Equity Trust A/c Aditya Birla Private Equity-Sunrise Fund.
Dhir & Dhir Associates has advised India Infrastructure Finance (IIF) and Indian Renewable Energy Development Agency (IREDA) on the ‘credit enhanced’ secured, rated, listed, redeemable non-convertible debentures aggregating up to Rs7.6 billion (US$118m) issued by Renew Akshay Urja. The debentures were partially guaranteed by IIF and IREDA under their respective credit enhancement schemes. The proceeds are to be utilised, inter-alia, to refinance the existing loans of its 124 MW solar power projects in State of Telangana. Partner Girish Rawat led the transaction.
Dhir & Dhir Associates has also advised the promoters of Dixon Technologies (India) on Dixon’s initial Rs6 billion (US$93m) public issue. The issue was oversubscribed 117.83 times in September 6-8, 2017. Partner Girish Rawat also led the transaction.
DLA Piper has advised CMH Growth Fund as the lead investor on the Series C financing of Ymatou, a leading e-commerce platform in China. Founded in 2009, Ymatou is a shopping platform which offers a one-stop shopping experience to domestic consumers making overseas purchases in over 400 types of goods. Its ymatou.com platform has live broadcasts and other features selling well-known foreign brands from around the world to Chinese consumers. VC investors from prior rounds, including SAIF and Sailing Capital, continued to support Ymatou and co-invested in this round of financing. CMH Growth Fund is a private equity fund co-sponsored by China Merchants Capital and Mizuho Securities. The fund focuses on China’s industrial transformation and the upgrade of growth of investment opportunities. Corporate partner Gloria Liu led the transaction.
Duane Morris & Selvam has acted as sole international counsel to Citigroup Global Markets India, Emkay Global Financial Services, ICICI Securities, Kotak Mahindra Capital and SBI Capital Markets as the book-running lead managers on Edelweiss Financial Services’ sale of approximately Rs15.3 billion (US$237.7m) of its shares in a qualified institutions placement, including a concurrent private placement in the US. Edelweiss is one of India’s leading diversified financial services conglomerates, providing a broad range of financial products and services. Its shares are listed in India and its market capitalisation was approximately US$4.03 billion as of November 27, 2017. Director Jamie Benson, head of US securities law and India practices, led the transaction, supported by partners Gerard Hekker (Singapore) and Hope Krebs (Philadelphia), while Luthra & Luthra acted as Indian counsel. Khaitan & Co acted as Indian counsel to Edelweiss.
J Sagar Associates has acted for ChemChina on securing Competition Commission of India’s (CCI) approval for its global acquisition of Syngenta and on the Indian leg of the transaction. Valued at US$44 billion, the deal was notified for merger clearance in a number of jurisdictions worldwide. Approved by the CCI, subject to modifications, the deal is one of the largest transactions in the agro-chemicals sector in India. Competition law merger partners Farhad Sorabjee, Amitabh Kumar and Reeti Choudhary, corporate and M&A partners Sandeep Mehta and Srabonee Roy, and disputes partners Dheeraj Nair and Vibha Dhawan led the transaction, while Simpson Thacher & Bartlett acted as global foreign counsel.
Khaitan & Co has advised DCB Bank on the private placement of non-convertible, redeemable, unsecured, Basel III compliant Tier 2 bonds, for inclusion in Tier 2 capital of the bank, aggregating to Rs3 billion (US$46.6m). A private sector scheduled commercial bank in India, DCB Bank offers a wide range of banking and financial products and services to retail, corporate, small and medium enterprises, micro small and medium enterprises and agriculture and inclusive banking. Partner Nikhilesh Panchal led the transaction.
Khaitan & Co has also advised Larsen & Toubro Infotech (LTI) on the offshore acquisition, through its wholly-owned subsidiary, Larsen & Toubro Infotech (Germany), of 100 percent of Syncordis (Luxembourg) from its shareholders, and on the onshore direct acquisition of 100 percent of Syncordis Software Services India from Syncordis. The total deal value for both acquisitions is €28.5 million (US$33.8m), subject to working capital adjustments and achievement of performance targets. LTI is a global technology consulting and digital solutions company, with more than 250 clients worldwide and operations in 27 countries. LTI provides a wide range of IT and ITES services across sectors, such as automation, enterprise management, cyber security and applications managements. Partner Niren Patel led the transaction.
Kirkland & Ellis is representing Hong Kong-listed MicroPort Scientific Corporation on its proposed US$190 million acquisition of the cardiac rhythm management (CRM) business of Nasdaq-listed LivaNova. The CRM business develops, manufactures and markets products for the diagnosis, treatment and management of heart rhythm disorders and heart failures. Hong Kong corporate partners Gary Li, Pierre Arsenault and Joey Chau are leading the transaction, which was announced on November 20, 2017, and is expected to close in the second quarter of 2018.
Mayer Brown JSM has advised a consortium of firms led by Gaw Capital Partners on a bid to acquire a portfolio of 17 shopping malls in Hong Kong sold by Link Real Estate Investment Trust. The consortium agreed to purchase the properties for HK$23 billion (US$3b). Totalling approximately 2.2 million sq ft of commercial space and 8,000 car parking spaces, the shopping malls are located in all corners of Kowloon and the New Territories, with excellent links to MTR stations. Lions Rise Mall, Kwai Fong Plaza, Kai Yip Commercial Centre, Cheung Hang Shopping Centre and Lee On Shopping Centre were some of properties included in the deal. The sale of the properties attracted overwhelming interest from bidders in a competitive sale.
Rajah & Tann Singapore has acted for Moya Holdings Asia (MHA) on the acquisition by its wholly-owned subsidiary, Moya Indonesia Holdings, of the entire issued and paid up share capital of Indonesian water company Acuatico for approximately US$92.87 million in cash. The transaction also involved debt refinancing of the Acuatico group’s existing loans of approximately US$152.31 million via an assignment to the purchaser. Partners Cheng Yoke Ping and Cynthia Goh led the transaction, which makes MHA the largest water company in Indonesia.
Rajah & Tann Singapore has also acted for the Singapore Residential Income Fund on the acquisition, and acted for Sing Holdings on the sale, of the entire issued and paid-up share capital in Robin Residences, the developer of the freehold condominium development known as Robin Residences located at Robin Drive, Singapore. This was one of the final few transactions entered into prior to the Stamp Duties (Amendment) Act 2017 coming into force on March 11, 2017. Following completion, the target company successfully obtained a Clearance Certificate under the Residential Property Act, and ceased to be liable to pay charges for any extension of time to sell all the units in the development. The agreed property value of the 29 strata units, which were unsold when the sale and purchase agreement was entered into, is S$72.7 million (US$54m). Partners Norman Ho, Gazalle Mok, Cindy Seah, Terence Quek, Tan Shijie and Cindy Quek led the transaction.
Shook Lin & Bok is acting for AFP Land, a wholly-owned subsidiary of Sinarmas Land, on its disposal to Hiap Hoe of the entire issued and paid-up share capital of Golden Bay Realty, an investment holding company which owns retail and office units in Orchard Towers. Partners Johnny Lim, Wong Gang and Chew Mei Choo are advising on the transaction.
Sullivan & Cromwell is representing The TCW Group (US) on Nippon Life Insurance’s (Japan) purchase of a 24.7 percent minority stake in TCW from The Carlyle Group (US). New York corporate partner Mark Menting, supported by New York partners Robert DeLaMater (corporate), John Estes (financing), Heather Coleman (executive compensation and benefits), Frederick Wertheim (regulatory), William Farrar (regulatory) and Ronald Creamer (tax), is leading the transaction, which was announced on December 1, 2017.
WongPartnership has acted for ESR-Reit on its issuance of S$150 million (US$111m) 4.6 percent perpetual securities under its S$750 million (US$556m) debt issuance programme. Partners Colin Ong and Trevor Chuan led the transaction.
WongPartnership is also acting as Singapore counsel for SATS on its proposed joint ventures with AirAsia. Under the terms of the partnership, SATS and AirAsia will hold 50:50 stakes in a joint investment vehicle, Ground Team Red Holdings, which will in turn hold stakes in both Malaysia and Singapore subsidiaries responsible for growing the ground handling business in their respective jurisdictions, eventually exploring expansion options into Indonesia, the Philippines and Thailand in the near future. The joint ventures will be effected mainly by way of a share swap agreement and a share sale agreement. Partner Dawn Law is leading the transaction.
ZICO Law network’s Malaysia and Singapore practices, Zain Ibrahim & Co and ZICO Insights Law, are jointly advising AirAsia on its ground handling partnership with SATS in ASEAN. Under the terms of the partnership, SATS will acquire a 50 percent interest in AirAsia’s subsidiary, Ground Team Red Holdings (GTRH), in exchange for SATS’ 80 percent stake in SATS Ground Services Singapore (SGSS), SATS’ ground handling entity serving airlines at Changi Airport’s new Terminal 4 and cash consideration of S$119.3 million (US$87.6m). GTRH will be renamed SATS Ground Team Red Holdings, and will be the 50.50 joint investment vehicle of AirAsia and SATS that will hold stakes in both its Malaysia and Singapore ground-handling subsidiaries, Ground Team Red and SGSS, respectively. Both companies will also be responsible for growing the ground handling business in their respective markets and will explore expansion into Indonesia, the Philippines and Thailand in the near future. ZICO Law regional managing partner Hanim Hamzah, Zaid Ibrahim & Co partner Tan Wooi Hong and ZICO Insights Law director Gregory Chan are leading the ZICO Law team.
ZICO Insights Law and Zaid Ibrahim & Co also advised Catalist-listed Mercurius Capital Investment in the concurrent S$2 million (US$1.5m) disposal of its previous China-based manufacturing business and diversification into a new business of real estate development in Malaysia via joint venture entities with real estate owners, completed in middle of 2017. The total valuation of the properties over which development rights were granted to the JVs is estimated at M$27 million (US$6.6m). ZICO also advised Mercurius on a S$1 million fund-raising via a redeemable convertible loan from new investors and the capitalisation of an existing S$450,000 interest-free loan from its director into 10 million new shares in settlement of the loan, completed earlier this year. Director Gregory Chan of ZICO Insights Law and Partner Lily Lee of Zaid Ibrahim & Co led the team.
