Deals – January 21, 2015

Appleby has acted as Cayman Islands counsel to Fortune Real Estate Investment Trust (Fortune REIT) in respect of its acquisition of Aqualand Investment Ltd which indirectly owns Laguna Plaza in Hong Kong. The transaction involved Fortune REIT acquiring all shares in Aqualand from Jadeland Investment Ltd and taking on the assignment of loans which Aqualand owes to Jadeland for approximately HK$1.9 billion (US$245m). The transaction marked Fortune REIT’s first-ever acquisition from an independent third party. Fortune REIT, sponsored by Cheung Kong group, is dual-listed in Singapore and Hong Kong and holds a portfolio of 17 private housing estate retail properties across Hong Kong. Laguna Plaza is a shopping centre within the large scale private housing estate in Kwun Tong. Hong Kong corporate partner Judy Lee led the transaction whilst Woo Kwan Lee & Lo advised on Hong Kong law. Baker & McKenzie advised the vendor as to Hong Kong law.

Baker & McKenzie‘s securities team has acted as Hong Kong counsel for Asiaray Media Group Ltd in respect of its HK$660 million (US$85m) global offering. Asiaray’s shares commenced trading on the HKSE on 15 January 2015. Asiaray operates in the out-of-home advertising industry in China and Hong Kong. Out-of-home advertising includes billboards, light box displays, neon signs and LED displays, as well as various forms of advertising spaces and media in airports, metro lines and other transportation. Asiaray has an extensive nationwide network of media resources covering 33 cities in Greater China, comprising operations at 26 airports, 10 metro lines and over 340 billboards and building solutions. Partner and head of the Securities Practice Group in Hong Kong and China Elsa Chan, assisted by Shanghai-based partner Lance Chen, led the transaction whilst Baker & McKenzie, Jun He Law Offices and Maples and Calder advised as to Hong Kong law, PRC law and Cayman Islands law, respectively. BOCI Asia Ltd, the sole sponsor, and the underwriters were advised by Mayer Brown JSM as to Hong Kong law and Commerce & Finance Law Offices as to PRC law.

Clifford Chance has advised Essel-Clean Solu Hydropower Private Ltd in respect of the US$142.5 million financing of a run-of-the-river hydroelectric power plant with a total installed capacity of 82 MW in Solukhumbu District in the Eastern Development Region in Nepal. The project is the largest private sector energy project and the first private financing in Nepal undertaken by both international and domestic lenders. Dutch development bank Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden NV (FMO) led the bank consortium, which includes DEG-Deutsche Investitions-und Entwicklungsgesellschaft mbH, The OPEC Fund for International Development, GuarantCo, Prime Commercial Bank Ltd, Nepal SBI Bank Ltd, Jalvidhyut Lagani Tatha Bikas Company Ltd, Prabhu Bank Ltd and Siddhartha Bank Ltd. Construction on the project is expected to commence in March 2015. Essel-Clean Solu Hydropower is part of Indian conglomerate Essel Group’s infrastructure business. Bangkok partner Joseph Tisuthiwongse, assisted by partner Matthew Buchanan, led the transaction.

ELP has advised Tano India Private Equity Fund II in respect of its investment in MSH Sarees Private Ltd (Jashn) through subscription to such number of compulsorily convertible preference shares and equity shares in the company, such that it now holds a significant minority stake in the company. MSH Sarees provides textile products and offers designer sarees, fusion wear, salwar kameezes and bridal wear. The company was founded in 2002 and is based in Mumbai. Partner Suhail Nathani and associate partner Vinayak Burman led the transaction which closed on 9 January 2015. BMR Legal advised MSH Sarees Private Ltd.

ELP has also advised Next Radio Ltd in respect of a writ petition filed by Phonographic Performance Ltd challenging six compulsory licenses of Next Radio for its six radio stations operating at Ahmedabad, Bangalore, Chennai, New Delhi, Kolkatta and Pune. The petition was filed primarily on the ground that the Copyright Board vide its order dated 25 August 2010 had granted a compulsory license to Next Radio Ltd only in respect of its radio station at Mumbai and the act of the Registrar, Copyright Board in granting compulsory licenses for additional six radio stations is unlawful. The petition asked for the cancellation of the said six compulsory licenses. In its judgment issued on 9 January 2015, the Delhi High Court dismissed the petition. Partner Kirat Nagra led the transaction.

J Sagar Associates has advised KOKI TECHNIK Transmission Systems GmbH in respect of the Indian leg of its acquisition by AVICEM KOKI GmbH & Co KG (AVIC). The global transaction involved acquisition of KOKI and its subsidiaries by AVIC, a subsidiary of the Chinese state-owned AVIC Group (Aviation Industry Corp of China). The India leg involved AVIC’s acquisition of an indirect stake in Best KOKI Automotive Private Ltd, a joint venture company of KOKI TECHNIK Transmission Systems GmbH and Best Auto Ltd. KOKI supplies the automotive industry with seat mechanisms and components, complete metal structures for car seats as well as transmission parts. Partner Aashit Shah led the transaction whilst Khaitan & Co advised as to Indian law. AVIC was advised by Gleiss Lutz as to German law and by Jia Yuan Law Offices as to Chinese law.

J Sagar Associates has also represented ACI Worldwide Inc before the Competition Commission of India (CCI) in respect of an allegation of abuse of dominance and imposition of anti-competitive vertical restraints by Financial Software and Systems Private Ltd (FSS). FSS filed an information with the CCI, on the basis of which the CCI concluded existence of a prima facie case of contravention by ACI and directed investigation to be ensued by the Director General. In addition, the CCI granted an interim stay on the allegedly contravening conduct of ACI. ACI operates payment and settlement systems. Partner Amitabh Kumar led the transaction. Financial Software and Systems was represented by Luthra and Luthra.

Khaitan & Co has advised Valyoo Technologies Private Ltd (VTPC), TR Capital II LP and existing investors IDG Ventures India I LLC and Unilazer Ventures in respect of the approximately INR135 crores (US$21.9m) Series C round of funding in VTPC by TPG Growth II SF PTE Ltd, IDG Ventures India I and TR Capital II. VTPC runs the e-commerce platform Lenskart.com, India’s largest online eyewear portal which sells prescription eyeglasses, sunglasses and contact lenses. Partner Bhavik Narsana, associate partner Niren Patel and executive director Daksha Baxi led the transaction.

Khaitan & Co has also advised Deutsche Bank AG Singapore Branch in respect of the issue by Century Ltd, a Jersey-based wholly-owned direct subsidiary of Indiabulls Real Estate Ltd, of 10.25 percent guaranteed senior notes due 2019 of an aggregate principal amount of US$175 million. The notes are listed on the SGX-ST. Executive director Sudhir Bassi, associate partner Ashwin Bishnoi and partner Sanjay Sanghvi led the transaction.

Latham & Watkins has advised the underwriters, composed of Citibank, HSBC, JP Morgan, Deutsche Bank, Goldman Sachs, CICC, ICBC International and BOCOM International, in respect of China Shenhua Energy’s international bond market debut which raised US$1.5 billion from a three-tranche unsecured deal. China Shenhua Energy is the largest coal company in the world and one of China’s leading state-owned enterprises. Rated Aa3/AA-, China Shenhua Energy is one of 53 companies owned by China’s State-Owned Assets Supervision and Administration Commission. The bonds included three US$500 million tranches, with three, five and ten year maturities. The deal closed more than two times oversubscribed, attracting an order book of about US$3.8 billion. The five year tranche proved the most popular, with orders for US$1.6 billion. Beijing partner Allen Wang and Hong Kong partners Ji Liu and David Blumental led the transaction.

Luthra and Luthra Law Offices has acted as domestic counsel to CLSA India Private Ltd, India Infoline Ltd and Inga Capital Private Ltd as the book-running lead managers in respect of a qualified institutions placement of Tree House Education & Accessories Ltd. With a deal size of approximately INR2 billion (US$32.4m), the transaction involved the issue of approximately 4.5 million equity shares of face value INR10 (US$0.16) each at a price of INR440 (US$7.14) per equity share. Partner Manan Lahoty led the transaction.

Mayer Brown JSM has advised BOCI Asia as the sole sponsor, sole global coordinator, sole book-runner and sole lead manager in respect of the HK$660 million (US$85m) Asiaray global offering and listing on the HKSE. Founded in 1993 in Hong Kong, Asiaray is now a leading out-of-home media company with a strategic focus on airport and metro line advertising in the PRC, including Hong Kong. It is one of the two out-of-home media resources companies operating in the metro lines in Hong Kong. Proceeds from the global offering will be used, among other matters, to expand media resources at airports and metro lines. Corporate and securities partner Billy Au led the transaction.

Minter Ellison has advised the consortium, owned 50 percent by NZX / ASX-listed asset manager Infratil Ltd and 50 percent by the government-owned New Zealand Superannuation Fund, in respect of its acquisition of 100 percent of the RetireAustralia group, Australia’s fourth largest retirement village operator, for A$640.2 million (US$526m). The vendors were the specialist investment funds JP Morgan Global Special Opportunities Group and Morgan Stanley Real Estate Investing. Partners Adrian Varrasso (Tax) and Jeremy Blackshaw (M&A), supported by partners Robin Lyons (Retirement Villages & Aged Care), John Riley (Tax), David Eterovic (Finance), Bart Oude-Vrielink (M&A) and Joanne Dunne (Tax), led the transaction which was signed on 24 December 2014 and completed on 31 December 2014. Herbert Smith Freehills advised RetireAustralia.

Norton Rose Fulbright has advised BNP Paribas as mandated lead arranger and book-runner in respect of a US$320 million 3-year syndicated structured copper pre-payment facility to Hong Kong Xiangguang. This was the largest syndication in 2014 for the non-ferrous metal industry in China. The syndicated facility was guaranteed by Yanggu Xiangguang Copper Co Ltd, launched to the market at US$200 million and was oversubscribed with US$320 million in commitments. Other mandated lead arrangers were Deutsche Bank, ING, Westpac, ABN Amro, SMBC and Bank of China. The facility was supported by a SAFE-registered guarantee from a Chinese parent, Yanggu Xiangguang Copper Co Ltd. A risk participation was backed by a guarantee from the parent of the offtaker and by a full range of security, which included an assignment of all main commercial contracts, charge of accounts and a fixed and floating charge over the related goods and assets of the borrower. Hong Kong banking partner Davide Barzilai led the transaction which closed on 12 December 2014.

Norton Rose Fulbright has also advised BNP Paribas Securities (Asia) Ltd as the sole sponsor, sole book-runner and sole lead manager in respect of the HK$120.6 million (US$16.6m) Hong Kong IPO of Oriental University City Holdings (HK) Ltd which listed on the Growth Enterprise Market of the HKSE on 16 January 2015. Oriental University City owns and leases education facilities, primarily teaching buildings and dormitories, to education institutions in China. It also leases various supporting facilities to its tenants. The ultimate controlling shareholder of Oriental University City is SGX-listed Raffles Education Corp. Hong Kong corporate partner Winnie Chan led the transaction.

Paul Hastings has advised the placement agents in respect of Ayala Land Inc’s US$356 million top-up placement. Ayala Land is a leading diversified property developer in the Philippines. Proceeds of the placement will support Ayala Land’s capital expenditure program for 2015, which is estimated at PHP100 billion (US$2.24b). Corporate partner Steven Winegar led the transaction.

Paul Hastings has also advised SoftBank Corp as the lead investor in respect of the US$600 million Series D financing of KuaiDi Dache, a leading mobile taxi booking app in China. SoftBank and its subsidiaries and associates offer a comprehensive range of mobile communications, fixed-line communications and internet services around the world. Alibaba Group and Tiger Global participated in the financing, which aims to expand and improve KuaiDi Dache’s services in China. Corporate partner and Greater China office chair David Wang led the transaction.

Rodyk & Davidson has acted for Grand Apex Holdings Pte Ltd in respect of the voluntary conditional cash offer to acquire all the issued and paid-up ordinary shares in Popular Holdings Ltd. The offer values Popular Holdings at approximately S$255 million (US$190.45m). The offer was made by CIMB Bank Berhad Singapore Branch, for and on behalf of Grand Apex Holdings Pte Ltd, to delist and privatise Popular Holdings, a Singapore household brand name that has been listed on the Mainboard of the SGX-ST since 11 April 1997. The privatisation would result in Popular Holdings being wholly-owned by Singapore citizens and better enable it to apply to the relevant Singapore authorities for the cancellation of the Qualifying Certificate and the issue of a clearance certificate under Section 10 of the Residential Property Act (Chapter 274) of Singapore, which will not contain certain deadlines on sale of units prescribed under the Qualifying Certificate. Corporate partners Ng Eng Leng and Chan Wan Hong led the transaction.

Rodyk & Davidson is also acting for Asset Legend Ltd, a company controlled by Hong Kong’s Cheung Kong Group, in respect of its acquisition of a piece of land at Upper Serangoon Road for S$276.8 million (US$206.7m). This is the last Government land sale for the year 2014. This piece of land, currently used for commercial purpose, is pre-approved for a residential development with a specified amount of commercial retail space. This is a 99-year leasehold site and situated within walking distance from the Kovan MRT. Real estate partner Lee Liat Yeang is leading the transaction.

Skadden has represented AdChina Ltd and a group of existing shareholders in respect of a trade sale of AdChina’s existing and newly issued share capital to Alibaba Group. The deal was announced on 14 January 2015. AdChina operates a leading integrated internet advertising platform in China, provides advertisers with targeted nationwide access to Chinese consumers, and enables publishers who use its platform to better monetize their traffic. Corporate partners Julie Gao (Hong Kong) and Peter Huang (Beijing) led the transaction.

Sullivan & Cromwell has represented Credit Suisse Securities (USA) LLC as financial adviser to NYSE-listed Bitauto Holdings Ltd (China) in respect of its sale of 25 percent shares to JD.com Inc (China) and 3.3 percent shares to an affiliate of Tencent Holdings Ltd (China) for an aggregate consideration of US$1.3 billion. Hong Kong corporate partners Michael G DeSombre and Kay Ian Ng led the transaction which was announced on 9 January 2015.

Weerawong, Chinnavat & Peangpanor has advised Country Group Securities Plc (CGS), a leader in the Thai securities industry, in respect of an innovative company structure which will allow CGS to pursue new business opportunities. This deal is the first of its kind under the Notification of the Capital Market Supervisory Board Re: Shareholding and management restructuring of listed companies (Notification No. Tor. Jor. 34/2552). Although the notification was passed in 2009, it had never been interpreted and utilized by a listed company to create a business entity outside of the securities industry. Listed companies will find restructuring easier in the wake of CGS’s groundbreaking deal. Under the CGS shareholding and management restructuring, Country Group Holdings Plc (CGH) was set up as a new holding company to launch a tender offer for a share swap of CGS shares. CGS was then delisted and CGH was listed on the Stock Exchange of Thailand. The restructuring will position the new entity for expansion in the ASEAN Economic Community to be implemented next year. Partner Peangpanor Boonklum led the transaction.

Weerawong, Chinnavat & Peangpanor has also represented Thanachart Bank Public Company Ltd in respect of the β1.7 billion (US$52m) credit facility to Tassapon Bijleveld for his big lot acquisition of shares in Stock Exchange of Thailand-listed Asia Aviation Public Company Ltd (AAV) from AAV’s existing major individual shareholders. Partner Passawan Navanithikul led the transaction.

WongPartnership is acting for the purchaser in respect of the acquisition of AXA Tower, a 50-storey distinctive circular office building in the central business district of Singapore, with a balance lease term of about 66.5 years, from asset management giant BlackRock through MGPA Fund II for approximately S$1.18 billion (US$886m). Partners Carol Anne Tan and Chan Sing Yee are leading the transaction.

WongPartnership is also acting for Southern Capital Group in respect of its voluntary conditional offer for UE E&C Ltd for approximately S$337.5 million (US$253.4m). Joint managing partner Ng Wai King and partners Jason Chua, Christy Lim and Tan Beng Lee are leading the transaction.