Deals – July 6, 2016

Allen & Overy has advised ANZ, Barclays, DBS, Deutsche Bank, HSBC and Standard Chartered Bank as joint lead managers in respect of the US$300 million Samvardhana Motherson Automotive Systems Group BV high yield notes issue, the first from India in more than a year and which could signal a reopening of the Indian high yield market. Samvardhana Motherson is the Dutch subsidiary of Motherson Sumi Systems Ltd, one of the largest automotive parts suppliers globally. US securities partner Amit Singh led the transaction.

AZB & Partners has represented Dell Inc in respect of the acquisition by NTT DATA Inc of Dell Services from Dell Inc. Partner Samir R Gandhi led the transaction which was valued at approximately INR195 billion (US$2.9b).

AZB & Partners has also advised Ontario Teachers’ Pension Plan Board in respect of its acquisition of minority stake held by Sequoia Capital India III Ltd and Sequoia Capital India Principals Fund III Ltd in Jasper Infotech Private Ltd. Partner Darshika Kothari led the transaction.

Clifford Chance has advised China’s State Grid International Development Ltd in respect of its joint venture with Rosseti OAO, Russia’s largest power transmission and distribution company. State Grid is the largest utility company in the world. The deal is in line with China’s ‘One Belt One Road’ initiative, with the joint venture spearheading investment efforts in the construction of electric grid infrastructure and new power capacity in Russia. Beijing partner Terence Foo, supported by Moscow partners Arthur Iliev and Torsten Syrbe, led the transaction.

Cyril Amarchand Mangaldas has advised Kotak Mahindra Capital Company Ltd and Citigroup Global Markets India Private Ltd as the book-running lead managers in respect of the issue of approximately 24.7 million equity shares of face value of INR10 (US$0.148) each of Mahanagar Gas Ltd for cash at INR421 (US$6.23) per equity share, including a premium of INR411 (US$6.08) per equity share, aggregating to approximately INR10.39 million (US$153.8m) by way of offer for sale by GAIL (India) Ltd and BG Asia Pacific Holdings Pte Ltd, the selling shareholders, being the promoters of the company. The offer comprised a net offer of approximately 24.5 million equity shares to the public and a reservation of 200,000 equity shares aggregating to INR76.6 million (US$1.13m) for eligible employees bidding in the employee reservation portion. A discount of INR38 (US$0.56) per equity share was offered to eligible employees. The issuer is one of the largest gas distribution companies in India. The offer saw the highest overall, QIB, HNI and retail demand in an Indian IPO in the last five years. Mumbai capital markets partners Yash J Ashar and Gaurav Gupte led the transaction. Khaitan & Co acted as domestic counsel to the company and the selling shareholders whilst Jones Day acted as the international counsel. Herbert Smith Freehills acted as the international counsel for the book-running lead managers.

Dhir & Dhir Associates has advised the consortium of lenders led by L&T Infrastructure Finance Company Ltd in respect of the amended and restated documentation for the INR6.45 billion (US$95.5m) pursuant to the amalgamation of Western Region Transmission (Maharashtra) Private Ltd into Reliance Infrastructure Ltd. The firm has also advised India Infrastructure Finance Company Ltd in respect of the financial assistance of INR2.85 billion (US$42.2m) under its Takeout Finance Scheme to Reliance Infrastructure Ltd (Erstwhile Western Region Transmission (Maharashtra) Private Ltd), wherein India Infrastructure Finance Company Ltd has agreed to takeout part of the exposure granted by consortium members to Reliance Infrastructure Ltd for laying of 1022 KM of 400 KV double circuit transmission lines as part of the Western Region System Strengthening Scheme II, Project B on a build, own, operate basis. Partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised the consortium of lenders, led by PTC India Financial Services Ltd, in respect of the financial assistance of the approximately INR1.41 billion (US$20.9m) sanctioned by them to two SPVs of Acme Group viz Acme Nalanda Solar Power Ltd and Acme Magadh Solar Power Ltd for part financing the cost of setting up of solar power project based on poly crystalline PV (photo-voltaic) cell technology in Banka district of Bihar having an aggregate capacity of 25 MW. Partner Girish Rawat led the transaction.

J Sagar Associates has represented Treves SAS France in respect of the sale of 50 percent of its shareholding in the Indian joint venture company, Supreme-Treves Private Ltd, to its Indian joint venture partner, Supreme Nonwovens Private Ltd (Supreme). Supreme Nonwovens has increased its shareholding from 50 percent to 100 percent in Supreme-Treves. Supreme-Treves was formed as a joint venture between Supreme and Treves in 1996 and is the leading manufacturer of Interior Trims & NVH components for the automobile industry in India. M&A partner Sandeep Mehta led the transaction. Supreme Nonwovens was represented by PDS Legal led by partner Vihang Virkar.

Jones Day has acted as international counsel to Mahanagar Gas Ltd (MGL) and its promoters, BG Asia Pacific Holdings Pte Ltd (BGAPH), a subsidiary of Royal Dutch Shell plc, and GAIL (India) Ltd in respect of MGL’s IPO of approximately 24.7 million equity shares and listing on the BSE and NSE of India. The offer was undertaken through a public offer in India and international Regulation S offering of approximately 12.35 million equity shares each by GAIL and by BGAPH, constituting 25 percent of the post-offer paid-up equity share capital of MGL, and raised approximately INR10.4 billion (US$154m). The IPO is one of the most well-subscribed issues this year, over-subscribed by 64.5 times at book close. MGL, a joint venture between GAIL and BGAPH, is one of India’s largest natural gas distribution companies and is the sole authorized distributor of compressed natural gas and piped natural gas in Mumbai, its adjoining areas and the Raigad district in the state of Maharashtra, India. Kotak Mahindra Capital Company Ltd and Citigroup Global Markets India Private Ltd were the book running lead managers of the IPO. London partner Dan Coppel led the transaction whilst Khaitan & Co acted as Indian counsel. The book-running lead managers were advised by Herbert Smith Freehills and Cyril Amarchand Mangaldas.

Khaitan & Co has advised Mahanagar Gas Ltd (MGL) and the selling shareholders, Gail (India) Ltd and BG Asia Pacific Holdings Pte Ltd, in respect of MGL IPO for approximately US$154 million. MGL is one of the largest city gas distribution companies in India. The company has more than 20 years of experience in supplying natural gas in Mumbai and is presently the sole authorised distributor of compressed natural gas and piped natural gas in Mumbai, its adjoining areas and the Raigad district in the state of Maharashtra. Its promoters are Gail (India) Ltd and BG Asia Pacific Holdings Pte Ltd. Executive Director Sudhir Bassi and partner Nikhilesh Panchal led the transaction.

Khaitan & Co has also advised Vistra Group in respect of a secondary purchase by acquisition of 100 percent stake in Ujwal Management Services Private Ltd India from its sellers, Muralikrishnan A G, Kantharaj S K and M K Benevolent Trust. Vistra Corporate Services (SEA) Pte Ltd Singapore is a part of the Vistra Group which is an international trust and corporate service provider specialised in tailored trust, fiduciary and corporate services and is ranked among the top four service providers in this field globally. Partner Rajiv Khaitan and associate partner Vinay Joy led the transaction.

Mayer Brown JSM has acted as international counsel to the International Finance Corp (IFC) in respect of its investment in a US$830 million greenfield ammonia plant in Sulawesi, Indonesia which achieved financial close last week. Operated by Panca Amara Utama (PAU), the plant is one of IFC’s largest greenfield projects in the last decade. It is funded through a US$512 million debt package consisting of a US$97 million IFC A loan and a US$415 million IFC B loan funded by ANZ, HSBC, Korea Development Bank, OCBC, Standard Chartered Bank, SMBC and United Overseas Bank. The IFC is also taking an equity position in PAU in the form of a convertible loan. Banking & Finance partners Nathan Dodd and Benjamin Thompson led the transaction.

Norton Rose Fulbright has advised Abris Capital Partners in respect of the sale of shares of NOVAGO sp z oo, a leader in municipal waste processing and the largest producer of alternative fuel in Poland. The shares were bought by China Everbright International Ltd, one of the largest companies in the environmental protection industry in China with operations focused on four major segments: environmental energy, environmental water, greentech and envirotech. The transaction, worth €123 million (US$136m), is the largest Chinese direct investment in Poland and the largest Chinese acquisition in the environmental protection industry in Central and Eastern Europe. It is contingent on the clearance from the Office of Competition and Consumer Protection (UOKiK). Abris Capital Partners is an independent mid-market private equity firm focused on the leading countries of Central and Eastern Europe. Partners Rafał Hajduk and Paweł Bajno led the transaction.

Paul Hastings has represented Ping An Fund in respect of its acquisition of a 47.4 percent interest in NYSE-listed AutoHome from Telstra for US$1.6 billion. Listed on both the HKSE and Shanghai Stock Exchange, Ping An is the second largest insurance company in China. Partners Jia Yan (M&A), David Wang (M&A) and Paul Guan (Investment Funds) led the transaction.

Rajah & Tann Singapore is advising Anchor Resources Ltd in respect of its (i) proposed acquisition of GGT Manufacturing Sdn Bhd (GGTM) at the indicative consideration of S$100 million (US$74m), which constitutes a very substantial acquisition; (ii) proposed diversification of business into mining and quarry extraction of dimension stone granite as well as architectural stone and interior fit-out; and (iii) proposed placement of approximately 30.8 million new ordinary shares in the capital of Anchor Resources at the issue price of S$0.104 (US$0.077) per placement share. Anchor Resources is listed on the Catalist board of the SGX-ST. Headquartered in Malaysia, its existing business is in the exploration, mining and production of gold for sale in Malaysia. It currently holds concession rights to the Lubuk Mandi Mine and Bukit Panji Property in Terengganu, Malaysia. GGTM is principally engaged in dimension stone granite mining and extraction, and architectural stone and interior fit-out. It owns an exclusive dimension stone granite concession in Hulu Terengannu, Malaysia, and is currently the sole dimension stone granite operator in Terengganu. The majority shareholder of GGTM is Mr Lim Chiau Woei, the managing director and a controlling shareholder of Anchor Resources. Partner Danny Lim is leading the transaction which was announced on 27 June 2016 and is yet to be completed.

Rajah & Tann Singapore has also acted as Singapore counsel for Top Glove Corp Bhd in respect of its secondary listing by way of introduction on the Main Board of the SGX-ST. Top Glove is the world’s largest rubber glove manufacturer and is headquartered in Malaysia with manufacturing facilities in Malaysia, Thailand and the PRC. Its products are exported to more than 195 countries worldwide, and include countries in North America, Latin America, Europe, Africa, Asia, Middle East and Oceania. Top Glove’s market capitalisation at the time of its secondary listing on the SGX-ST was approximately S$2 billion (US$1.48b). CIMB Bank Berhad Singapore Branch and HL Bank acted as the joint managers to the introduction. Hong Leong Investment Bank Berhad and CIMB Investment Bank Berhad acted as joint malaysian principal advisers to the introduction. Partners Evelyn Wee and Hoon Chi Tern from Rajah & Tann Singapore, partners Lee Hock Chye and Por Chuei Ying from Christopher & Lee Ong, and partner Dussadee Rattanopas from Rajah & Tann (Thailand) Ltd led the transaction which was completed on 28 June 2016. Christopher & Lee Ong advised on Malaysian law whilst Rajah & Tann (Thailand) Ltd advised on Thai law.

Shardul Amarchand Mangaldas & Co has advised India Agri Business Fund II Ltd and REAL Trust II in respect of their investment in Parijat Industries (India) Private Ltd. The investment in the company is split into three tranches, whereby the investors will subscribe to compulsorily convertible cumulative preference shares issued in two tranches and the investors will purchase certain equity shares of the company from the promoter family. Mr Keshav Anand, Mr Sharat Anand and Mr Vikram Anand were the promoters while other members of the Anand family were the sellers/shareholders. Partner Ragnubir Menon led the transaction which closed on 17 June 2016. Business Law Chambers advised Parijat Industries (India) Private Ltd and the promoters.

Shardul Amarchand Mangaldas & Co has also advised PC Jeweller Ltd (PCJ) in respect of the investment by DVI Fund (Mauritius) Ltd in PCJ. DVI Fund (Mauritius) invested approximately INR4.27 billion (US$63.2m) in PCJ, a company listed on the BSE and the NSE of India, by subscribing to approximately 4.27 million compulsorily convertible debentures (CCDs) of face value of INR1,000 each (US$14.80). The CCDs will convert into equity shares of the company at a conversion price of INR380 (US$5.62) within 18 months from the date of allotment. After the conversion of the CCDs, the promoter and promoter group shareholding in PCJ will reduce to 66.38 percent of the issued and paid-up share capital of PCJ. Partner Prashant Gupta led the transaction. J Sagar Associates advised DVI.

Shook Lin & Bok is acting for DBS Trustee Ltd, the trustee of Soilbuild Business Space REIT (Soilbuild REIT), in respect of the proposed acquisition of a property in Bukit Batok from SB (Westview) Investment Pte Ltd (SB Westview), a subsidiary of Soilbuild Group Holdings, for approximately S$100.49 million (US$74.2m). Upon completion of the proposed acquisition, the trustee will enter into a master lease agreement with SB Westview in relation to the leaseback of the property to SB Westview for a term of seven years. Partners Tan Woon Hum and Andrea Ng are advising on the transaction.

Skadden has acted for IDX-listed PT Elang Mahkota Teknologi Tbk (Emtek), the largest media, content and technology businesses in Indonesia, in respect of a strategic alliance with Nasday-listed BlackBerry Ltd that will provide cross-platform BlackBerry Messenger (BBM, an instant messaging application) users with access to enriched content and services. The exclusive licensing agreement enables Emtek to develop new BBM applications and services for Android, iOS and Windows Phones. BBM is extremely popular in Indonesia, with nearly 60 million monthly active users. Partners Jonathan Stone (corporate), Jose Esteves (intellectual property), Rajeev Duggal (corporate) and Ivan Schlager (CFIUS) led the transaction which was announced on 27 June 2016.

Tay & Partners, working alongside Oh-Ebashi LPC & Partners, has advised in respect of the acquisition of a 90 percent stake in Big Apple Worldwide Holdings Sdn Bhd by Duskin Co Ltd. Duskin is the operator of the Mister Donut chain whilst Big Apple Worldwide Holdings is the operator of the Big Apple doughnut chain. Partners Chang Hong Yun and Teo Wai Sum led the transaction.

Tay & Partners, working alongside Miyamoto International Law Office, has advised in respect of the acquisition of a 60 percent stake in Symphony HRS Sdn Bhd by Outsourcing Inc. Symphony HRS is a human resources outsourcing solutions and management services company. Partner Teo Wai Sum led the transaction.

Trilegal has advised Glenmark Pharmaceuticals Ltd in respect of its issue of foreign currency convertible bonds aggregating to US$170 million with an option to increase the offer size by US$30 million within 30 days of closing. Glenmark Pharmaceuticals is the first company in India to issue foreign currency convertible bonds using the resettable onward starting equity-linked securities pricing mechanism. The issuance adopted a forward pricing mechanism, which enables Glenmark Pharmaceuticals to fix the conversion price 18 months after the issuance. Bonds issued with such pricing mechanism are called resettable onward starting equity-linked securities. These bonds will be listed on the SGX. IFC participated as an anchor investor in the offering. Partner Srinivas Parthasarathy led the transaction which closed on 28 June 2016. Allen & Overy Singapore office advised JP Morgan as manager and sole book-runner whilst Cyril Amarchand Mangaldas Mumbai office acted as domestic counsel.

White & Case has advised PT XL Axiata TbK, one of the leading Indonesian telecoms providers, in respect of the sale of 2,500 telecoms towers for IDR3.57 trillion (US$267m) to PT Profesional Telekomunikasi Indonesia (Protelindo) and on the leaseback of 2,433 towers by PT XL Axiata as the anchor tenant. The transaction completed on 30 June 2016 following a competitive auction sale process. It is one of the largest M&A deals by value to have taken place in Indonesia in 2016. Singapore partners Barrye Wall and Jon Bowden led the transaction.

WongPartnership has acted for the lenders in respect of the grant of loan facilities of up to S$600 million (US$443m) to East Vue Pte Ltd, a joint venture special purpose vehicle directly or indirectly owned by Frasers Centrepoint Ltd, Keong Hong Holdings Ltd and Sekisui House Ltd to, inter alia, finance the purchase of a site located at Siglap and the construction costs of a residential development to be constructed thereon. Partners Alvin Chia and Angela Lim led the transaction.

WongPartnership is also acting for Easton Overseas Ltd in respect of the voluntary conditional cash offer for all the issued and paid-up ordinary shares in the capital of China Merchants Holdings (Pacific) Ltd, other than those shares owned, controlled or agreed to be acquired by the offeror, and an offer for the outstanding 1.25 percent convertible bonds in the principal amount of HK$150 million (US$19.3m) issued by the company, other than those convertible bonds already owned, controlled or agreed to be acquired by the offeror. Partners Andrew Ang and Audrey Chng are leading the transaction.