Deals – June 22, 2016

Conyers Dill & Pearman has also acted as Cayman Islands counsel to DP World in respect of the recent establishment of a sukuk program comprising up to US$3 billion of sukuk certificates to be listed on the Nasdaq Dubai securities exchange in the Dubai International Financial Centre and the London Stock Exchange, as well as the successful first drawdown of US$1.2 billion thereunder. The certificates were issued by DP World Crescent Ltd, an exempted company incorporated in the Cayman Islands. Director Fawaz Elmalki led the transaction whilst Clifford Chance acted as international counsel. Linklaters advised the joint lead managers and book-runners, which included Citigroup, Dubai Islamic Bank, Deutsche Bank, HSBC, Barclays, Emirates NBD, First Gulf Bank, JP Morgan Securities, National Bank of Abu Dhabi and Société Générale.

ELP has advised Edelweiss’ private equity arm Ecap Equities Ltd in respect of its investment in Rockdude Impex Pvt Ltd, the company that owns and operates Freshee, a Mumbai-based manufacturer of household packaging and storage products. Partners Suhail Nathani and Darshan Upadhyay and associate partner Amit Manubarwala led the transaction which was completed on 28 April 2016.

ELP has also advised BLA Power Pvt Ltd in respect of its group captive arrangement for the supply of 25MW round-the-clock power to Prism Cement Ltd, including the INR320 million (US$4.7m) acquisition of 15.23 percent of BLA’s stake by Prism Cement. Partners Suhail Nathani and Darshan Upadhyay and associate partner Aakanksha Joshi led the transaction which was completed on 7 June 2016.

Herbert Smith Freehills has advised the underwriters in respect of the IDR3.75 trillion (US$281.6m) IPO on the Indonesia Stock Exchange and Rule 144A/Regulation S global offering of PT Cikarang Listrindo Tbk, the first independent power producer to go public in Indonesia. Citigroup Global Markets Ltd, Deutsche Bank AG Hong Kong Branch and UBS AG Singapore Branch acted as international selling agents. PT Indo Premier Securities, PT Citigroup Securities Indonesia, PT Deutsche Securities Indonesia and PT UBS Securities Indonesia were the Indonesian underwriters on the offering which represents the largest IPO in Indonesia so far in 2016. Partner Siddhartha Sivaramakrishnan led the transaction whilst associate Indonesian firm Hiswara Bunjamin & Tandjung, led by partner Tjahjadi Bunjamin, acted as Indonesian counsel.

J Sagar Associates has advised UPL Ltd in respect of the INR100 million (US$1.48m) acquisition of 26 percent stake in Weather Risk Management Services Private Ltd (WRMS). UPL is the largest Indian multinational agrochemical company and is engaged in research, manufacturing, marketing, sales and distribution of agrochemicals and specialty chemicals across the globe. WRMS provides agriculture risk management solutions, which include weather information and forecast services, and also manufactures automated weather stations. WRMS is primarily doing business in India but has recently started projects in Bangladesh, Cambodia and other Asian countries. Partner Lalit Kumar led the transaction. WRMS and its promoters were represented by Mindspright Legal.

Khaitan & Co has advised Crompton Greaves Consumer Electricals Ltd (CGCEL) in respect of the listing of its equity shares, pursuant to the demerger of the consumer products business of Crompton Greaves Ltd, through a High Court approved Scheme of Arrangement, into CGCEL. CGCEL manufactures, markets, distributes and sells consumer products, such as fans, pumps, lighting and consumer appliances. Executive Director Sudhir Bassi led the transaction.

Khaitan & Co has advised Apollo Tyres Ltd and the arrangers, including Axis Bank, DBS Bank and Kotak Mahindra Bank Ltd, in respect of the issuance via private placement by Apollo Tyres of listed non-convertible debentures aggregating to approximately US$48 million. Associate partner Manisha Shroff led the transaction.

Kirkland & Ellis has represented Morgan Stanley and Credit Suisse as joint book-runners in respect of the US$45.6 million IPO of 2.4 million American Depository Shares of NYSE-listed China Online Education Group, a leading online education platform in China with core expertise in English education. The pricing was announced on 10 June 2016. Hong Kong corporate partners David Zhang and Ben James led the transaction.

Paul Hastings has represented FountainVest Partners, a leading China-focused private equity firm, in respect of a joint venture with global sports, fashion and entertainment talent management company WME-IMG, together with venture capital and private equity firm Sequoia Capital China and Chinese internet service provider Tencent. The joint venture will enable WME-IMG to accelerate the growth of its existing Chinese business and embark on new initiatives for their clients and partners. Corporate partners Douglas Freeman and Victor Chen led the transaction.

Rajah & Tann Singapore has advised ICM Pharma Pte Ltd in respect of its acquisition of a minority stake in Dutch-based Alloksys Life Sciences BV for the development of a new product RESCAP® for the prevention and treatment of ischemic injury and inflammation mediated complications in cardiothoracic surgery. Partners Lim Wee Hann and Celeste Lee led the transaction which was valued at €5.25 million (US$5.9m) and was completed on 30 May 2016.

Rajah & Tann Singapore has also acted as Singapore counsel to Chuan Holdings Ltd in respect of its IPO on the Main Board of the HKSE. The shares commenced trading on 8 June 2016. Chuan Holdings, through its wholly-owned subsidiary Chuan Lim Construction Pte Ltd, provides earthworks services for the construction industry and general construction works in Singapore. Based on the offering price of HK$0.88 (US$0.11), the market capitalisation of Chuan Holdings was HK$880 million (US$113.4m). Partners Howard Cheam and Hoon Chi Tern led the transaction which was completed on 8 June 2016.

Shearman & Sterling has advised Indonesian power plant PT Cikarang Listrindo Tbk in respect of its approximately US$275 million IPO on the Indonesia Stock Exchange, marking the first power plant to go public in the Indonesian market. Citigroup, Deutsche Bank and UBS acted as the international underwriters. PT Indo Premier Securities, PT Citigroup Securities Indonesia, PT Deutsche Securities Indonesia and PT UBS Securities Indonesia acted as the domestic underwriters. Capital markets partners Kyungwon Lee (Hong Kong) and Andrew Schleider (Singapore) led the transaction.

Simpson Thacher is representing KKR in respect of its pending investment in Indonesia Stock Exchange –listed PT Japfa Comfeed Indonesia Tbk, one of Indonesia’s largest agri-food companies. Subject to customary closing conditions, PT Japfa will issue 750 million new shares to KKR via a private placement for approximately US$52.9 million and, concurrently with the private placement, Japfa Ltd. (the controlling shareholder of PT Japfa) will sell 441.7 million shares in PT Japfa to KKR for approximately US$28.3 million. Following the closing of these transactions, KKR will hold a 10.44 percent stake in PT Japfa. Making the investment from its Asian Fund II, KKR marks its first direct private equity investment in Indonesia. Partner Katie Sudol led the transaction.

Simpson Thacher has also represented Alibaba Group Holding Ltd in respect of the monetization by SoftBank Group Corp (SBG) of a portion of the shares of Alibaba Group held by SB China Holdings Pte Ltd, a wholly-owned subsidiary of SBG. These transactions included an approximately US$6.6 billion offering by a trust established by SBG of mandatory exchangeable trust securities which are exchangeable into American Depositary Shares of Alibaba Group to qualified institutional buyers, pursuant to Rule 144A under the US Securities Act, as well as the purchase by Alibaba Group from SBG of approximately US$2 billion in Alibaba Group ordinary shares. In addition to Alibaba Group’s purchase of shares, SBG also completed private placements of Alibaba Group ordinary shares to members of the Alibaba Partnership (acting collectively) for approximately US$400 million, and to two private investors, each for approximately US$500 million. Alibaba Group is the largest online and mobile commerce company in the world in terms of gross merchandise volume. Partners William Hinman and Daniel Fertig led the transaction.

Thanathip & Partners has advised a group of shareholders in Villa Market JP Company Ltd in respect of the formation of a joint venture with We Retail Public Company Ltd, a subsidiary of Property Perfect Public Company Ltd, in All Discount Company Ltd, a company operating a new low-cost retail format in Thailand and Southeast Asia. Managing partner Thanathip Pichedvanichok led the transaction.

WongPartnership has acted for Aetos Holdings Pte Ltd, a wholly-owned subsidiary of Temasek Holdings Pte Ltd, in respect of the development and lease of a purpose built building at Yung Ho Road specifically for use by Aetos and its subsidiaries. The property will be developed and constructed by Tuas View Development Pte Ltd, a wholly-owned subsidiary of Ascendas Land (Singapore) Pte Ltd, and will be Aetos’ first multi-storey building that features unique security amenities, such as an indoor shooting range, surveillance command centre, armoury and training centre. Partners Dorothy Marie Ng, Bonnie Wong and Tay Peng Cheng led the transaction.

WongPartnership has also acted for Orchard Turn Retail Investment Pte Ltd, a subsidiary of CapitaMalls Asia Ltd and Sun Hung Kai Properties Ltd, in respect of the grant of up to S$1.72 billion (US$1.28b) facilities by Bank of China Ltd Singapore Branch, The Bank of Tokyo-Mitsubishi UFJ Ltd Singapore Branch, DBS Bank Ltd, Mizuho Bank Ltd, Oversea-Chinese Banking Corp Ltd, RHB Bank Berhad Singapore Branch, Sumitomo Mitsui Banking Corp Singapore Branch and United Overseas Bank Ltd, for the refinancing of facilities previously obtained for the acquisition and development costs of ION Orchard, Singapore. Partners Christy Lim and Serene Soh led the transaction.