Deals – July 13, 2016

Clifford Chance has advised Frasers Hospitality in respect of its venture with Sekisui House, a leading house builder in Japan with experience in developing luxury hotels, on the development of luxury serviced apartments in the Akasaka district of Tokyo. This project, to be operated by Frasers Hospitality, is scheduled to open before the Tokyo Olympic Games in 2020. The property will target affluent foreigners visiting the city, the level of which is expected to rise in anticipation of the 2020 Olympic Games. Frasers Hospitality is a Singapore-based leading hotel and serviced apartment operator offering hotel, serviced apartments and residences in more than 80 cities globally. Frasers Hospitality Group’s global portfolio, including those in the pipeline, stands at 139 properties and 22,800 keys worldwide. Partner Leng-Fong Lai, supported by Tokyo managing partner Eiichi Kanda, led the transaction.

Clifford Chance has also advised China Development Bank Financial Leasing Co Ltd (CDB Leasing) in respect of its US$800 million IPO, excluding the exercise of the over-allotment option. Joint sponsors were CITIC CLSA, Merrill Lynch and Deutsche Securities Asia. CDB Leasing is the largest leasing company in China by assets and is the first of the China Banking Regulatory Commission-regulated financial leasing companies to be listed in Hong Kong. China co-managing partner Tim Wang and partner Fang Liu led the transaction.

Davis Polk is advising Greenland Financial Overseas Investment Group Co Ltd, a subsidiary of Greenland Holding Group Company Ltd, in respect of its purchase of approximately 753.6 million ordinary shares, representing approximately 22.79 percent of the issued share capital of HKSE-listed Broad Greenstate International Company Ltd, an integrated landscape architecture service provider in China. Greenland Holding is a leading group company in PRC with a diversified portfolio of businesses and a focus on real estate business. It is the second-largest enterprise held by Shanghai State-Owned Assets Supervision and Administration Commission. Corporate partner Paul Chow is leading the transaction which is yet to be completed, subject to certain closing conditions.

Davis Polk is also advising HKSE-listed China Resources Beer (Holdings) Company Ltd in respect of its approximately HK$9.5 billion (U$1.2b) global rights offering. China Resources Beer (Holdings) and its subsidiaries have been in the beer business in China since 1994, with the total sales volume ranking first in the China market since 2006. Corporate partners Paul Chow and William F. Barron are leading the transaction.

Dhir & Dhir Associates has acted for Power Finance Corp Ltd and Indian Renewable Energy Development Agency Ltd as the lenders in respect of the approximately INR5.85 billion (US$87.3m) financial assistance to Orange Urvakonda Wind Power Private Ltd for part financing the cost of setting up of 100.8 MW wind power project at Tehsil Urvakonda, District Anantpur, Andhra Pradesh. Partner Girish Rawat led the transaction.

ELP has advised Trans Asian Shipping Services Pvt Ltd before the Supreme Court (and previously before the Kerala High Court) in respect of Income Tax SLPs / appeals filed by the Income Tax Department. The SLPs / appeals had sought to deny benefit of Tonnage Tax Scheme under Chapter XII-G of the Income-tax Act 1961 in respect of slot charter operations of the company-assessee, in cases where such operations are not carried on qualifying ships. The tax and interest demand amount to more than INR60 crores (US$8.94m). The Supreme Court dismissed the Department’s SLPs / appeals on 5 July 2016. The decision is the first such judgment on this issue and clarifies the legal position that will have a bearing on the industry. Managing partner Rohan Shah and partners Nishant Shah, Alok Yadav and Ranjeet Mahtani led the transaction.

ELP has also advised PTT Phenol Co Ltd (Thailand), Mitsui Chemicals Inc (Japan), Mitsui & Co Ltd (Japan) and Mitsui & Co. (Asia Pacific) Pte Ltd (Singapore) in respect of the sunset review anti-dumping investigation on imports of phenol and acetone into India. Despite making a finding of dumping from Thailand, the Authority recommended non-continuation of duties, as it found no injury to SI Group (one of the two petitioners), no causal link between imports from subject countries and injury to Hindustan Organic Chemicals Ltd (other petitioner) and no likelihood for recurrence of dumping and injury to the domestic industry overall. Partner Sanjay Notani led the transaction which was completed on 1 July 2016.

Herbert Smith Freehills has advised Citibank Global Markets India Private Ltd and Kotak Mahindra Capital Company as book-runners and lead managers in respect of the US$155 million IPO on the Bombay Stock Exchange and Regulation S international offering of Mahanagar Gas Ltd (MGL), one of India’s largest natural gas distribution companies. MGL is the sole supplier of natural gas in Mumbai and its adjoining areas, with nearly 850,000 retail customers and a network of 188 stations supplying piped and compressed natural gas for domestic use and for vehicles. Partner Siddhartha Sivarakrishnan led the transaction.

Kirkland & Ellis is acting for JP Morgan as financial adviser in respect of CVC Capital Partners-led funds’ US$1.1 billion proposed privatization by way of a scheme of arrangement of HKSE-listed Nirvana Asia Ltd. Nirvana is the largest integrated funeral and bereavement care provider in Asia, with operations in six countries across Asia. Hong Kong corporate partners Nicholas Norris and Joey Chau and debt finance partner David Irvine are leading the transaction which was announced on 8 July 2016. Clifford Chance partner Andrew Whan advised CVC.

Linklaters has advised the Qatar Investment Authority in respect of its acquisition of Asia Square Tower 1, a prime Grade A commercial development in Singapore’s Marina Bay business and financial district. The deal is the largest single-tower real estate transaction in Asia Pacific to date and the second largest single-tower real estate transaction globally. Partners William Kirschner (Singapore) and Richard Good (London) led the transaction whilst Walkers (Singapore) acted as BVI law counsel and Allen & Gledhill provided Singapore law advice on real estate and construction law aspects.

Luthra & Luthra has acted for Nasdaq-listed Semtech Corp, one of the leading analog and mixed-signal semiconductors suppliers, in respect of the India leg of the divestment of its Snowbush IP business, part of its Systems Innovation Group, to Nasdaq-listed Rambus Inc for US$32.5 million, along with certain additional payments to be made over the next several years. As part of the global deal, a portion of Semtech’s India business was also divested to Rambus. Partner Kanchan Sinha, assisted by partner Anshul Jain, led the transaction which is subject to customary closing conditions and is expected to close in 2017.

Maples and Calder has acted as Cayman Islands counsel to Qinqin Foodstuffs Group (Cayman) Company Ltd, a manufacturer and distributor of confectionery products in China, in respect of its listing by way of introduction on the Main Board of the HKSE. Partner Derrick Kan led the transaction whilst Reed Smith Richards Butler acted as Hong Kong and US counsel and Global Law Office acted as PRC counsel. Ashurst acted as Hong Kong and US counsel to the sole sponsor, Merrill Lynch Far East Ltd, whilst King & Wood Mallesons acted as PRC counsel.

Rajah & Tann has acted as Singapore law counsel to SAC Capital Private Ltd as the sponsor, issue manager, underwriter and placement agent in respect of the IPO and listing of Advancer Global Ltd on the Catalist Board of the SGX-ST. The Advancer Global group is a diverse integrated services provider offering workforce solutions and services in Singapore through its employment services business, cleaning and stewarding services business and its security services business. Immediately post-invitation, Advancer Global’s market capitalisation is expected to be approximately S$38.1 million (US$28.3m). Partner Danny Lim led the transaction which was completed on 30 June 2016.

Rajah & Tann has also represented Hady Hartanto and Telemedia Pacific Group Ltd as plaintiffs in respect of securing a favourable judgment before the Singapore International Commercial Court against Jack Yeh Mao-Yuan and Yuanta Asset Management International Ltd. The case concerned a failed joint venture pursuant to which the plaintiffs pledged approximately US$50 million worth of shares in an SGX-listed company to the defendants as collateral for loans. The defendants first held the shares in a private account in a bank, with the plaintiffs believing that the bank was providing the loans with the shares as collateral. As it turned out, the shares ended up being sold in the market without the plaintiffs’ consent. Moreover, the plaintiffs’ other shares in the company had devalued by over 80 percent. The Court ruled that all the sales of shares were in breach of the non-recourse agreement and of fiduciary obligations imposed on Yuanta and that Yuanta was liable for half of all losses made in the joint venture. The exact quantification of damages is to be calculated at later stage. Partners Paul Tan and Yam Wern-Jhien led the transaction.

Shardul Amarchand Mangaldas & Co has advised Future Consumer Enterprises Ltd (FCEL) in respect of the investment by the International Finance Corp (IFC). FCEL sources, manufactures, brands and distributes food and fast moving consumer goods. The deal is valued at approximately INR134 crores (US$20m). As a part of the transaction, IFC has picked up a minority stake in FCEL by subscribing to a mix of compulsorily convertible debentures and nominal equity shares. Partner Kalpataru Tripathy led the transaction which closed on 2 July 2016. Trilegal advised IFC.

Shook Lin & Bok has acted as Singapore counsel to International Finance Corp (IFC), a member of the World Bank Group, in respect of its investment in a US$830 million greenfield ammonia plant in Sulawesi, Indonesia. This is one of IFC’s largest greenfield project fundings in Asia over the last decade. Partner Stanley Lim led the transaction.

Siam City Law Offices has advised in respect of a major deal involving an aerospace supplier/manufacturer based in the USA and a leading premium built-to-measure warehouse, distribution centre and factory developer, both in Thailand and the South East Asia region, in establishing a company/factory for the manufacturing of aerospace parts in an industrial estate in Thailand.

Siam City Law Offices has also advised in respect of the closing of a lucrative deal between a Germany-based industrial packaging container supplier/manufacturer and Thailand’s leading developer of industrial estates, utilities, power and property solutions for the establishment of a company/factory for the manufacturing of industrial packaging containers.

Stephenson Harwood has advised Circle Holdings plc in respect of its 20-year management agreement with a Chinese investor group to develop and operate a medical facility in Shanghai, China which will offer a range of primary care, diagnostic and treatment services. Circle Holdings is the AIM-listed holding company for Circle Health Ltd, the largest partnership of doctors, nurses and healthcare professionals in the UK. The investor group, which has committed RMB200 million (US$30m) to the Shanghai project, includes Taiping Life Insurance, one of the largest state-owned life insurance companies in China, Xinxing development group, a subsidiary of a state-owned conglomerate and the investment divisions of two other private Chinese businesses. This transaction is the first of its kind and involved a complex deal structure and negotiations with state-owned companies. It paves the way for UK professional expertise to contribute to the development of better healthcare facilities in China. Shanghai corporate partner Chunfai Lui led the transaction.

Stephenson Harwood has also advised HKSE-listed Strong Petrochemical Holdings Ltd in respect of its disposal of the entire share capital of Strong Petrochemical (Asia) Company Ltd to Alpha Creation Group Ltd, an independent third party, at approximately US$20.3 million. As one or more of the applicable percentage ratios in respect of the sale and purchase agreement and the transaction contemplated thereunder were more than five percent but less than 25 percent, the transaction constituted a discloseable transaction under Chapter 14 of the Listing Rules. Strait Petrochemical Holdings Ltd is an indirect wholly-owned subsidiary of Strong Petrochemical whilst Strong Petrochemical (Asia) is a direct wholly-owned subsidiary of Strait Petrochemical. Corporate partner Eugene Lai led the transaction.

Wong & Partners Kuala Lumpur office has advised Zurich Insurance Company in respect of its MYR525 million (US$132m) acquisition of 100 percent of the equity interests in MAA Takaful Berhad from MAA Group Berhad and Solidarity Group Holding BSC (Closed). This deal represents Zurich’s maiden entry into the Malaysian takaful market. Partners Brian Chia and Sue Wan Wong led the transaction which was completed on 30 June 2016. Cheang & Ariff advised the vendor.

WongPartnership has acted for TuasOne Pte Ltd, a joint venture between Hyflux Ltd and Mitsubishi Heavy Industries Ltd), in respect of the S$653.41 million (US$485.5m) project financing of, inter alia, the development, procurement, construction, operation and maintenance of a waste-to-energy plant with a contracted waste processing capacity of 2,400 tpd of waste. The plant aims to reduce the volume of solid waste by at least 90 percent and provide sufficiently high efficiency of electricity generation. The project financing involved shareholder funding by way of equity injection / subordinated loans and also a GST shareholder loan. Partners Susan Wong, Felix Lee, Dorothy Marie Ng, Bonnie Wong, Tay Peng Cheng and Linda Low led the transaction.

WongPartnership has also acted for FWD Group, the insurance arm of Asia-based Pacific Century Group, in respect of the acquisition of a 90 percent stake in group medical insurance provider Shenton Insurance Pte Ltd. Shenton has undergone a rebranding exercise and is now known as FWD Singapore Pte Ltd. Partners Mark Choy and Milton Toon led the transaction.