Afridi & Angell has advised Sharjah Islamic Bank (SIB) on the issuance of approximately AED266.8 million (US$61.7m) convertible Sukuk-Al Wakala certificates to the Sharjah Social Security Fund and the subsequent conversion of the sukuk certificates into the ordinary share capital of SIB. The fund was established by Emiri Decree No. 66 of 2017, issued by HH Sheikh Sultan bin Mohammed Al Qasimi, Ruler of Sharjah, to fund various social security projects for UAE nationals in Sharjah. The proceeds would be invested by SIB, pursuant to a Wakala agreement, towards Sharia-compliant investments. Profits generated from the investments would be paid to the fund, to secure long-term funding for the fund. SIB has been an active member in the UAE sukuk landscape and has issued a number of sukuk, including the US$5 billion sukuk issuance programme by SIB Sukuk Company III, an SPV incorporated in the Cayman Islands by SIB. Managing partner Bashir Ahmed led the transaction.
Afridi & Angell has also advised Sharjah Cement and Industrial Development (SCID) on the issuance of approximately AED55.3 million (US$15m) convertible Sukuk-Al Murabaha certificates to the Sharjah Social Security Fund and the subsequent conversion of the sukuk certificates into the ordinary share capital of SCID. SCID promotes industrial manufacturing in the Emirate of Sharjah and has interests in cement, paper and plastics manufacturing. The proceeds would be applied by SCID towards various Murabaha transactions. Profits generated from the Murabaha transactions would be paid to the fund, to secure long-term funding for the fund. Managing partner Bashir Ahmed also led the transaction.
Allen & Gledhill has advised Secure Venture Development (No. 1) (SVD1), an associate company of UOL Group, on the S$201.08 million (US$153m) acquisition of Nanak Mansions Singapore. The firm also advised DBS Bank and United Overseas Bank on the S$200 million (US$152m) term loan facilities to SVD1 to finance the acquisition of Nanak Mansions and the construction of the proposed development thereon. Partners Ho Kin San, Ernest Teo and Lim Wei Ting led the transaction.
AZB and Partners is advising KKR on the acquisition, via a preferential allotment, by its affiliate, Silverview Investments, of approximately nine million equity shares of Housing Development Finance Corporation. Partners Darshika Kothari, Rushabh Maniar, Nilanjana Singh and Anand Shah are leading the transaction, which was valued at Rs16 billion (US$251.4m) and is yet to be completed.
AZB & Partners is also advising IDFC Bank, IDFC and IDFC Financial Holding on the merger of Capital First, Capital First Home Finance and Capital First Securities with IDFC Bank. Senior partners Zia Mody and Ashwath Rau and partner Anu Tiwari are leading the transaction, which was valued at Rs95.4 billion (US$1.5b) and is yet to be completed.
Clifford Chance has advised the investors on Toshiba’s US$5.4 billion share placement, which closed on December 5, 2017. The equity transaction involved a placement of new shares in the Japanese company to 60 fund investors located outside Japan. Tokyo partner Reiko Sakimura, assisted by partner Masayuki Okamoto, led the transaction.
Gibson, Dunn & Crutcher is representing NAURA Technology Group on its acquisition of Akrion Systems. NAURA, a Chinese semiconductor company, received CFIUS approval for the purchase of Akrion Systems, a US semiconductor company, in December 2017. This is the first CFIUS approval for any Chinese acquisition submitted since Donald Trump took office in January 2017. This accomplishment is especially significant, in light of the US government’s noted concerns about Chinese acquisitions, in general, and semiconductor company acquisitions, in particular. What makes the CFIUS approval even more noteworthy is that NAURA is also a state-owned company. Despite heightened US government review of Chinese investments, the parties obtained the CFIUS approval in less than three months. Bejing corporate partner Fang Xue and New York CFIUS partner Jose Fernandez, supported by Beijing partner Joseph Barbeau, London tax partner Jeff Trinklein and Washington DC benefits partner Michael Collins are leading the transaction. Perkins Coie is advising Akrion.
Howse Williams Bowers has acted as Hong Kong counsel to Star Lavish, an indirect wholly-owned subsidiary of Huarong Investment Stock Corporation, as investor on the subscription of bonds, issued by Hong Kong-listed Superactive Group. The principal amount of the bonds issued by Superactive is HK$300 million (US$38.4m). Huarong and its subsidiaries engage in direct investments, financial services, and foundation and substructure construction services. Superactive and its subsidiaries engage in the manufacturing of consumer electronic products, money lending business and the provision of regulated financial service activities in Hong Kong and of nursery education service and property development in China. Partner Antony Yung led the transaction.
Howse Williams Bowers has also acted as Hong Kong counsel to ZACD Group on its HK$160 million (US$20.5m) global offering and listing in Hong Kong. ZACD is an asset manager headquartered in Singapore, offering integrated solutions across the real estate value chain in Singapore and elsewhere in the Asia Pacific region. It engages in investment management services, project consultancy and management services, property management and tenancy management services and financial advisory services. China Everbright Capital and Innovax Capital acted as joint sponsors, while Zhongtai International Capital acted as financial adviser. The shares commenced trading on January 16, 2018. Partners Brian Ho and Denise Che led the transaction.
J Sagar Associates has advised Elara Capital (India), IDBI Capital Markets & Securities, IDFC Bank and SBI Capital Markets, as the book-running lead managers, on the proposed IPO of RITES. RITES has filed a draft red herring prospectus with the Securities and Exchange Board of India for an IPO, by way of an offer for sale by the President of India (acting through the Ministry of Railways) of up to 24 million equity shares, including a reservation of additional equity shares in favour of RITES employees. RITES is a Miniratna (Category — I) Schedule ‘A’ Public Sector Enterprise and a leading player in the transport consultancy and engineering sector in India, with 43 years of experience in over 55 countries. It is the only export arm of Indian Railways for providing rolling stock overseas, other than in Thailand, Malaysia and Indonesia. RITES also provides consultancy services across other infrastructure and energy market sectors, including urban transport, roads and highways, ports, inland waterways, airports, institutional buildings, ropeways, power procurement and renewable energy. Partners Rohitashwa Prasad and Arka Mookerjee led the transaction.
J Sagar Associates has also advised Go Fashion (India) on a primary investment in the company by India Advantage Fund S4 I. This marks the second investment in the company, pursuant to an initial investment by Sequoia Capital India Investments IV in November 2014, which continues to remain a shareholder of the company. Go Fashion retails consumer apparel under the brand name “Go Colors!”. Partner Aarthi Sivanandh led the transaction.
Khaitan & Co has advised SATS Investment, a subsidiary of SATS, on its subscription for a 49 percent equity stake in a joint venture company, Mumbai Cargo Service Centre Airport, which will be responsible for operating the concession and managing the international cargo facilities at the Mumbai airport. SATS, an investment holding company, provides gateway services and food solutions in Singapore, Japan and internationally. Partners Ajay Bhargava, Akhil Bhatnagar and Gahan Singh led the transaction.
Khaitan & Co has also advised Itochu Petroleum (Singapore), a subsidiary of Itochu Corporation Japan, on its subscription of 19.7 percent stake in Hindustan Aegis LPG for Rs2.39 billion (US$37.5m). Itochu Singapore markets and distributes industrial machinery, chemicals, food products and paper material. Additionally, the company offers aerospace, electronics, multimedia equipment and power generation machinery. It also distributes cement and gypsum; organic, inorganic, functional and specialty chemicals; and paper and pulp. Partner Gahan Singh led the transaction.
King & Wood Mallesons has acted as Hong Kong counsel to Thing On Enterprise on its global offering and IPO in Hong Kong. The IPO comprised an issue of a total of 180 million shares, priced at HK$1.24 (US$0.16) each, raising gross proceeds of approximately HK$223 million (US$28.5m), before the exercise of the over-allotment option. Thing On engages in property investment business in Hong Kong, with a principal focus on office, retail and industrial properties leasing and in the property management business. Its investment property portfolio covers Grade A office space in core business areas, retail shops in prime urban areas, and industrial building units in a developed urban area. Hong Kong corporate partner Candy Chan and real estate partner Siu-Ngor Chow led the transaction, while Ogier advised on Cayman Islands law. Mayer Brown JSM advised the underwriters on Hong Kong law.
Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Everbright Grand China Assets on its global offering and listing of 110.4 million shares in Hong Kong. The shares are offered at HK$1.41 (US$0.18) each, and the offering raised approximately HK$156 million (US$20m). Everbright owns and manages a portfolio of properties in Sichuan province. Partner Derrick Kan led the transaction, while Baker & McKenzie acted as Hong Kong counsel. Mayer Brown JSM acted for China Everbright Capital and ABCI Capital, as the joint sponsors and underwriters.
Mayer Brown JSM has represented Standard Chartered APR and Standard Chartered Bank (Hong Kong) on the divestment of all 154 million of their shares in Asia Commercial Bank (ACB), one of Vietnam’s largest private sector banks. These shares represent 15 percent of ACB’s capital. ACB was founded in Ho Chi Minh City in 1993. The bank has over 350 branches and sub-branches nationwide, with around 9,935 employees and total assets of approximately US$9.3 billion, at the end of 2015. Standard Chartered APR sold 8.75 percent of ACB’s capital (approximately 90 million shares) to Estes Investment and Sather Gate Investment, while Standard Chartered Bank (Hong Kong) sold its 6.25 percent stake (or 64 million shares) to Boardwalk South, Whistler Investment and Estes Investment. Ho Chi Minh City corporate and securities partner David Harrison, supported by Hanoi partner Hoang Anh Nguyen, led the transaction.
Mayer Brown JSM has also represented Principal Financial Group, one of Southeast Asia’s largest asset managers, on its proposed acquisition of controlling stakes in CIMB-Principal Asset Management Group and CIMB-Principal Islamic Asset Management from its joint venture partner CIMB Group Holdings, pending regulatory approval. The transaction is expected to be completed in the second quarter of 2018, and will see Principal increase its ownership of each entity to 60 percent, with CIMB retaining 40 percent. Principal will pay up to M$470.3 million (US$120m) to CIMB for the combined acquisitions. Hong Kong partner Mark Uhrynuk, supported by Bangkok partner Maythawee Sarathai, led the transaction.
Rajah & Tann Singapore has acted for Everfit Sage on the acquisition of the entire issued and paid-up share capital of F2S1 Investment, the registered proprietor of the property situated at Selegie 1 Road, Singapore, also known as PoMo. The deal value was S$342 million (US$260m). The firm also acted for the borrower on the financing aspects of the transaction, which involved banking facilities of more than S$240 million (US$182.6m) from a local bank. Partners Norman Ho, Tracy Ang and Cindy Quek led the transaction.
Rajah & Tann Singapore has also acted for Singapore-listed Gallant Venture on the subscription of shares in Gallant Venture by certain subscribers at the issue price of S$0.133 (US$0.10) per subscription share, amounting to an aggregate gross consideration of S$68.24 million (US$52m). Partners Cheng Yoke Ping, Penelope Loh and Alison Foo led the transaction.
Shardul Amarchand Mangaldas has acted as Indian counsel to MUFG Securities (Asia) Singapore as the arranger on the establishment of Indiabulls Housing Finance’s US$1.5 billion secured euro medium term note programme, one of the first secured euro medium term note programmes to be established in India. The dealers appointed under the programme are Barclays, Citi, Credit Suisse, HSBC, MUFG and Yes Bank. Partners Kaushik Mukherjee and Abhay Sharma led the transaction, while Clifford Chance advised on English law. Clifford Chance also provided English law advice to Citicorp International as the trustee.
Skadden has advised Toshiba on its selection of Nucleus Acquisition, a consortium controlled by The Baupost Group, as the buyer of Toshiba’s claims against Westinghouse Electric Company for US$2.16 billion, and of Brookfield WEC Holdings as the buyer of the Westinghouse-related shares that it holds. The firm also assisted Toshiba with the successful Chapter 11 procedure of Westinghouse, including the execution of the plan support agreement with Westinghouse, its Statutory Unsecured Creditors Committee, and other parties. Tokyo bengoshi partner Mitsuhiro Kamiya, corporate restructuring partners Van Durrer (Los Angeles) and Chris Mallon (London) and corporate partner Scott Hopkins (London) led the transaction, which was announced on January 18, 2018.
Vaish Associates, Advocates has represented Surendra Prasad, as the informant, on the complaint filed before the Competition Commission of India (CCI) against cartel / bid rigging in coal liaison service tenders by the Maharashtra State Power Generation Co (MAHAGENCO). In its order dated January 10, 2018, CCI imposed penalties totaling to approximately Rs1.35 billion (US$21.2m) on a cartel, comprising of coal liaisoning companies Nair Coal Services, Karam Chand Thapar and Bros, and Naresh Kumar and Co, for bid rigging and allocating market on tenders floated by MAHAGENCO for the procurement of coal liaisoning services for its various thermal power stations during the period 2005-2013. CCI held that the case falls in the category of a hardcore cartel and imposed, for the first time, such heavy fines at twice the profit earned. MM Sharma, head of the competition law practice, represented the client. Nair Coal Services was represented by Shri Biswajit Bhattacharya, while Karam Chand Thapar & Bros was represented by Parekh and Co, led by Sameer Parekh.
Withers has acted as international and lead counsel to Bumi Resources on one of the largest and most complex debt restructuring transactions completed in Southeast Asia. On December 11, 2017, Bumi entered into agreements for the issuance of new loans and securities in exchange for US$4.5 billion of its financial debts, including three publicly issued bonds, six bank-syndicated loans, and loans from both China Investment and China Development Bank. These debts have now been successfully exchanged for approximately US$2.3 billion of new debt, comprising senior loans and notes, mandatory convertible bonds and contingent value rights, in addition to new Bumi equity issued pursuant to a rights offering for the remainder of the amount. In November 2016, the secured and unsecured creditors of Bumi voted overwhelmingly to approve a composition plan, which was then ratified by the Central Jakarta Commercial Court. A voluntary petition for relief was subsequently granted by the US Bankruptcy Court, recognising the PKPU proceedings as a foreign main proceeding under Chapter 15 of the US Bankruptcy Code. The firm advised Bumi on implementing the composition plan by a rights offering for Bumi equity in Indonesia and four simultaneous exchange offers, including two international bond exchange offers. The restructuring included the region’s first contingent value rights or CVRs (contingent on the price of coal) and the first CVR to be listed in Singapore. In addition, the firm obtained for Bumi a 13(4) tax exemption for withholding tax from the Ministry of Finance (Singapore) on the senior secured notes and mandatory convertible bonds issued via Singapore-incorporated and tax resident SPVs. Singapore banking and corporate partner Tahirah Ara, supported by partners Patricia Lee (capital markets-New York), David Dannreuther (banking-London), Alix Prentice (banking-London), and Stephen Banfield (tax-Singapore) and Eric Roose (tax-Tokyo), led the transaction. Bumi’s various creditors were represented by a number of international law firms, including Kirkland & Ellis, Davis Polk & Wardwell and King & Wood Mallesons. Hogan Lovells represented The Bank of New York Mellon as exchange agent and tabulation agent and in its administrative agent capacities. Akin Gump Strauss Hauer & Feld represented a group of the convertible bondholders during the PKPU process and Madison Pacific in its administrative agent capacities.
WongPartnership is acting for Cogent Holdings on the voluntary conditional cash offer by Cosco Shipping International (Singapore) for all the issued ordinary shares in Cogent, including all shares owned, controlled or agreed to be acquired, acting or deemed to be acting in concert with Cosco. Managing partner Ng Wai King and partners Andrew Ang and Anna Tan are leading the transaction.
WongPartnership has also acted as Singapore counsel to FountainVest Partners (Asia) and Ontario Teachers’ Pension Plan Board on their investment into the Pure Group, worth approximately US$400 million. Partners Dorothy Marie Ng, Quak Fi Ling and Bonnie Wong led the transaction.
