Deals – February 11, 2015

Allens, together with Minter Ellison, is acting for Federation Centres in respect of its proposed merger with fellow real estate investment trust Novion Property Group. The proposed merger will create Australia’s leading fully diversified retail REIT, with ownership or management of 102 retail assets worth more than A$22 billion (US$17b). If approved, the proposed merger which is subject to security holder approval will be effected by a company scheme and trust scheme, under which Federation Centres will acquire all shares and units in Novion Property Group in exchange for new shares and units to be issued by Federation Centres to Novion Property Group security holders. Partner Craig Henderson is leading the transaction.

Allens has also acted for Canada Pension Plan Investment Board (CPPIB) in respect of its role in the consortium with Transurban and QIC to fund the construction of, and then own, the A$2.9 billion (US$2.25b) NorthConnex project in Sydney. The NorthConnex project is the first major infrastructure project in New South Wales to be approved under the State Government’s unsolicited bids process. The project will see the construction of twin tunnels connecting the M1 Pacific Highway to the Hills M2 Motorway. Construction will begin early this year and is expected to be completed in 2019. Partner Wendy Rae led the transaction which reached financial close in the last week of January 2015.

Amarchand & Mangaldas & Suresh A Shroff & Co has acted as Indian counsel to the brokers, comprising of Credit Suisse Securities (India) Private Ltd, Deutsche Equities India Private Ltd, DSP Merrill Lynch Ltd, Goldman Sachs (India) Securities Private Ltd, JM Financial Institutional Securities Ltd, Kotak Securities Ltd and SBICAP Securities Ltd, in respect of the sale of approximately 631.64 million equity shares of Coal India Ltd by its promoter, the President of India, acting through and represented by the Ministry of Coal, Government of India, pursuant to an offer for sale through the Stock Exchange Mechanism conducted on the BSE and NSE on 30 January 2015. Through the Coal India offer for sale, the Government of India has divested its stake amounting to 10 percent of Coal India’s paid-up share capital for approximately INR225.6 billion (US$3.6b). Partner Prashant Gupta led the transaction which closed on 3 February 2015. Cleary Gottlieb Steen & Hamilton acted as international counsel to the brokers. Khaitan & Co and Herbert Smith Freehills acted as Indian and international counsels, respectively, to the Government of India.

AZB & Partners is advising Hillhouse CD Holdings Ltd and Tybourne Capital Entity in respect of their acquisition of a minority stake in Girnar Software Pvt Ltd, owner of India’s number one automotive marketplace cardekho.com and leading comparison shopping platform pricedekho.com. Partners Darshika Kothari and Essaji Vahanvati are leading the transaction which was valued at approximately US$50 million and is yet to be completed.

AZB & Partners has also acted as Indian counsel to Fairfax India Holdings Corp in respect of its IPO of 50 million subordinate voting shares at US$10 per share for gross proceeds of US$500 million on the Toronto Stock Exchange. The subordinate voting shares commenced trading on 30 January 2015. Concurrent with the offering, the company issued to Fairfax Financial or its affiliates 30 million multiple voting shares on a private placement basis for US$300 million. Also concurrent with the closing of the offering, the company issued to certain cornerstone investors approximately 20.6 million subordinate voting shares on a private placement basis for approximately US$200 million. The combined gross proceeds of the offering and the private placements was approximately US$1 billion. Partners Ashwin Ramanathan and Bhavi Sanghvi led the transaction.

Baker & McKenzie Tokyo and the São Paulo office of its cooperating firm Trench, Rossi e Watanabe Advogados, has advised Toyota Tsusho Corp (TTC) in respect of the purchase of all shares of stock of NovaAgri Infra-Estrutura de Armazenagem e Escoamento Agrícola SA, making the Brazil-based company a wholly-owned subsidiary. NovaAgri engages in the business of grain warehouses, railway shipment and export terminals. With this acquisition, TTC will expand from grain infrastructure into the grain accumulation and export business. In the coming months, both TTC and NovaAgri will work together to obtain regulatory approvals to close the transaction and plan for post-closing integration. Tokyo partners Anne Hung and Samir Desai led the transaction whilst Trench, Rossi e Watanabe was led by partner José Roberto Martins. Brazilian firm Lobo & de Rizzo Advogados acted for the sellers.

Clifford Chance has advised Sun Hung Kai & Co (SHKCO) in respect of the disposal of 70 percent of Sun Hung Kai Financial (SHKF), one of the largest Hong Kong-based brokerage and wealth management service providers, for HK$4.1 billion (US$528.8m) to Everbright Securities Financial Holdings Ltd, a wholly-owned subsidiary of Shanghai-listed Everbright Securities Company Ltd, China’s eighth-biggest brokerage. HKSE-listed SHKCO is one of Hong Kong’s leading financial companies. Proceeds from the stake sale will be redeployed to accelerate the growth of SHKCO’s consumer finance, structured finance and principal investments businesses. Partner Simon Cooke, supported by partner Ling Ho, led the transaction which was signed on 1 February 2015 and is subject to regulatory and shareholder approvals.

Clifford Chance has also advised Man Group Plc in respect of establishing a Qualified Domestic Ltd Partner (QDLP) fund in Shanghai, China to invest in Man Group’s flagship multi-strategy offshore fund. Chinese investors in the QDLP fund include institutional investors, such as the Industrial and Commercial Bank of China (ICBC) and CITIC Trust. This completes Man Group’s first phase of the QDLP programme, which allows foreign alternative asset managers to raise funds onshore from qualified Chinese investors through their management units in China for overseas investment. Man Group and five other hedge funds received approval in 2013 from the Shanghai Municipal Government Financial Services Office to each raise Renminbi denominated funds through a Shanghai government’s pilot programme called the QDLP programme. Partner Ying White led the transaction.

Davis Polk has advised Delhi International Airport Private Ltd (DIAL), a corporation organized under the laws of India, in respect of its inaugural Regulation S offering of US$288.75 million 6.125 percent senior secured notes due 2022. DIAL holds a 30-year exclusive concession to operate, manage and develop the Indira Gandhi International Airport in New Delhi, the busiest and largest airport in India in terms of passenger traffic and passenger capacity. Its majority shareholder is a subsidiary of the GMR Group, a leading, diversified infrastructure group in India, and its other shareholders include the Airports Authority of India, a Government of India enterprise, and two of the world’s leading international airport operators, Fraport AG Frankfurt Airport Services Worldwide and Malaysia Airports Holdings Bhd. The notes are secured by certain of DIAL’s rights and interests in the concession agreements governing the Indira Gandhi International Airport. The Hongkong and Shanghai Banking Corp Ltd and JP Morgan Securities plc acted as part of a group of joint lead managers whilst KKR Capital Markets Ltd acted as co-manager for the offering. Partners William F Barron and John D Paton led the transaction whilst AZB & Partners advised on Indian law.

Deacons has advised CSOP in respect of obtaining SFC authorisation and the subsequent listing of the MSCI T50 ETF on the HKSE on 28 January 2015. The MSCI T50 ETF tracks the MSCI China and USA Internet Top 50 Equal Weighted Index, which is designed to reflect the performance of the 50 largest internet software and service providers and internet retail entities selected by full market capitalisation and listed on the Hong Kong and US Stock Exchanges. Partner Su Cheen Chuah led the transaction.

Deacons is also acting for Halcyon Capital Ltd as the sole sponsor and for the underwriters in respect of the listing by way of placing of Odella Leather Holdings Ltd on the Growth Enterprise Market of the HKSE. The transaction is expected to list on 12 February 2015 and is valued at up to HK$60 million (US$7.74m). Odella Leather specialises in the manufacture and sale of private label leather garments for its customers which are mostly fashion brands on original equipment manufacturers basis. Corporate finance partner Ronny Chow is leading the transaction whilst Global Law Office is advising on PRC law. Chiu & Partners, GFE Law Office and Conyers Dill & Pearman (Cayman) Ltd are advising Odella Leather Holdings Ltd on Hong Kong, PRC and Cayman Islands laws, respectively.

Dentons is advising Everbright Securities Financial Holdings Ltd, a wholly-owned subsidiary of Shanghai-listed Everbright Securities Company Ltd, in respect of its HK$4.095 billion (US$528m) acquisition of 70 percent equity interest in Sun Hung Kai Financial Group Ltd , a wholly-owned subsidiary of HKSE-listed Sun Hung Kai & Co Ltd. Everbright Securities is a leading full-service securities firm in the PRC with an integrated business platform, extensive branch network and substantial customer base. Sun Hung Kai Financial is one of the largest Hong Kong-based brokerage and wealth management service providers with a branch and office network in Hong Kong, Macau and Mainland China. Hong Kong corporate partners Guangqin Wei and Gordon Ng, supported by intellectual property partners Peter Su (Silicon Valley) and Carol Anne Been (Chicago), are leading the transaction.

Gibson Dunn has represented the Bateel Group and its shareholders in respect of a transaction with L Capital Asia Funds, which is backed by the LVMH Group. Bateel is a Gulf-based gourmet food company and owner of iconic gourmet date confectionery boutiques and premium cafes. The transaction will advance Bateel’s regional and international growth and expansion plans, supporting its program to open new café and confectionary outlets in selected international cities. London partner Mitri Najjar led the transaction.

J Sagar Associates has advised the initial purchasers, consisting of Citigroup Global Markets Inc, The Hongkong and Shanghai Banking Corp Ltd, Merrill Lynch International, Standard Chartered Bank, Barclays Bank PLC, Deutsche Bank AG Singapore Branch, JP Morgan Securities plc, Morgan Stanley & Co International plc, Australia and New Zealand Banking Group Ltd, BNP Paribas, Crédit Agricole Corporate and Investment Bank, and The Royal Bank of Scotland plc, in respect of the issue by Reliance Industries Ltd of US$1 billion 4.125 percent senior notes due 2025. Partners Dina Wadia and Uttara Kolhatkar led the transaction.

J Sagar Associates has also advised Cinepolis Mexico in respect of its 100 percent acquisition of Fun Multiplex Private Ltd, through its Indian subsidiary Cinepolis India Private Ltd (Cinepolis India), by acquiring the stakes from Atul Goel, E-City Real Estate Private Ltd & E-City Investments and Holdings Company Private Ltd. Both Cinepolis India and Fun Multiplex are engaged in cinema exhibition, including running, conducting, operating and managing multiplex theatres in India. Partners Upendra Nath Sharma, Lalit Kumar and Nitesh Bhasin led the transaction. Fun Multiplex and the selling shareholders were advised by ALMT.

Khaitan & Co has represented Adidas AG, including group companies Reebok International Ltd and Reebok India Ltd, before the Competition Appellate Tribunal (COMPAT) in respect of an appeal filed by a franchisor alleging that Adidas has been abusing its dominant position while dealing with the franchisees. The COMPAT dismissed the appeal on merit. The COMPAT also considered the submissions made during arguments relating to “dominant position of Adidas within the relevant market of NOIDA” and distinguished the Competition Commission of India’s findings in this behalf. Adidas AG is a German multinational corporation that designs and manufactures sports shoes, clothing and accessories. Its group brands include Adidas, Reebok, Taylormade – Adidas Golf and Rockport. Partner Manas Kumar Chaudhuri led the transaction.

Khaitan & Co has also advised the Department of Disinvestment, Ministry of Finance in respect of the Offer for Sale of Coal India Ltd of approximately 315.8 million equity shares, with an option to sell an additional up to approximately 315.8 million equity shares, collectively aggregating 10 percent of the paid up equity share capital for approximately US$3.69 billion. Coal India’s Offer for Sale is the largest capital market transaction in the history of Indian capital markets. Coal India is the single largest coal producer in the world. Partners Sharad Vaid and Nikhilesh Panchal and Executive Director Sudhir Bassi led the transaction.

Kirkland & Ellis is representing Credit Suisse as underwriter in respect of the US$30 million follow-on offering of American Depositary Shares by NYSE-listed China-based solar energy company Daqo New Energy Corp. Hong Kong corporate partners David Zhang and Benjamin Su and Beijing corporate partner Steve Lin led the transaction which priced on 5 February 2015.

Maples and Calder has acted as British Virgin Islands counsel to Sino-Ocean Land Treasure Finance II Ltd in respect of its issue of US$700 million 4.45 percent guaranteed notes due 2020 and US$500 million 5.95 percent guaranteed notes due 2027 unconditionally and irrevocably guaranteed by Sino-Ocean Land Holdings Ltd. The issuer is a wholly-owned subsidiary of the guarantor. Partner Jenny Nip led the transaction. Paul Hastings advised the issuer and the guarantor as to English law and Hong Kong law. Linklaters and King & Wood Mallesons advised the joint lead managers and the trustee as to English law and PRC law, respectively.

Minter Ellison has advised Queensland-based Australian Childcare Projects in respect of the sale of its Australia-wide childcare centre development business to a Morgan Stanley investment fund Morgan Stanley Real Estate Fund VIII. Australian Childcare Projects was set up in 2013 to identify, set up and operate childcare centres. It has secured a portfolio of premium sites and continues to locate and develop further opportunities around Australia. The group’s centres operate under the Petit Early Learning Journey (Petit) and Master & Miss Early Learning Academy (Master & Miss) brands. M&A partner Leigh Brown led the transaction.

Paul Hastings has represented the placement agents in respect of the US$222.9 million sale of common shares of GT Capital Holdings Inc (GT Capital) by Grand Titan Capital Holdings Inc, a holding company of the Ty family. GT Capital is a Philippine conglomerate with interests in banking; automotive assembly, importation, dealership, and financing; power generation; property development; and life and non-life insurance. Corporate partner Steven Winegar led the transaction.

Rajah & Tann has advised SGX-ST Mainboard-listed Gallant Venture Ltd (GV) in respect of its third issue of notes under its US$500 million euro medium term note programme. The S$75 million (US$55.3m) 7 percent notes due 2017 were issued on 2 February 2015. GV is an investment holding company headquartered in Singapore with businesses in Singapore, Indonesia and the People’s Republic of China. The group has operations in the five key areas, namely automotive, utilities, industrial parks, resort operations and property development. DBS Bank Ltd, Standard Chartered Bank and UBS AG Singapore Branch acted as joint lead managers and book-runners. Partners Goh Kian Hwee, Angela Lim and Cheng Yoke Ping led the transaction. Linklaters Singapore advised the joint lead managers on English law.

Rodyk & Davidson has acted for a property developer of a luxury residential project and the developer’s shareholder in respect of the sale of the shareholder’s shares in the developer to another party. This matter was unprecedented because it involved, for the first time in Singapore, a sale of shares in a Qualifying Certificate (QC) developer to a party that is completely unrelated to the developer. The developer was subject to the terms of a QC under the Residential Property Act, under which all the units in the project had to be sold by a certain deadline, failing which charges had to be paid for any extension. The QC also required the approval of the Controller of Residential Property for any intended sale of shares in the developer. Corporate partner Valerie Ong, supported by real estate partners Leong Pat Lynn and Jeannette Lim, led the transaction.

Rodyk & Davidson is also acting for Wingcrown Investment Pte Ltd in respect of its project sales of The Crest, a 469-unit residential project development located at Prince Charles Crescent. The 99-year leasehold site on which the development is situated was acquired at S$516.3 million (US$381.36m) and is over 256,000 sq ft in size. The firm had also advised in the acquisition of the site. Wingstar Investment Pte Ltd, Metro Australia Holdings Pte Ltd and Maxdin Pte Ltd are the only shareholders of Wingcrown Investment. Wingstar Investment is a subsidiary of Wing Tai Holdings Ltd whilst Metro Australia Holdings and Maxdin are subsidiaries of Metro Holdings Ltd and UE E&C Ltd, respectively. Real estate partner Melanie Lim is leading the transaction.

Weerawong, Chinnavat & Peangpanor has represented Golden Land Property Development Public Company Ltd (GOLD) in respect of its acquisition of 1.78 billion ordinary shares of Krungthep Land Public Company Ltd (KLAND) representing 100 percent paid up capital held by SMJC Real Estate Co Ltd (39.33 percent), Frasers (Thailand) Pte Ltd (40.45 percent) and Property Perfect Plc (20.22 percent). The acquisition of KLAND strengthens GOLD’s position in the residential real estate market. Senior partner Weerawong Chittmittrapap led the transaction which was valued at β3.56 billion (US$109m) and closed on 12 December 2014.

WongPartnership is acting for Cargill Tropical Palm Holdings Pte Ltd in respect of the acquisition of the Poliplant Group, which is primarily engaged in cultivating and harvesting fresh fruit bunches from oil palm trees. The new operations comprise approximately 50,000 hectares of contiguous, planted smallholder and company land adjacent to Cargill’s existing palm oil operations in West Kalimantan. Joint managing partner Ng Wai King, partners Mark Choy and Milton Toon are leading the transaction.

WongPartnership has also acted for the Singapore Medical Council (SMC) in respect of disciplinary proceedings against Dr Teh Tze Chen Kevin, a registered medical practitioner, where Dr Teh was convicted of four charges of professional misconduct in relation to prescribing medication the patient was allergic to and tampering with medical records. Partner Melanie Ho led the matter.